1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Laclede Gas Company
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
LACLEDE GAS COMPANY
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
JANUARY 22, 1998
3
LACLEDE GAS COMPANY
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
The Annual Meeting of Stockholders of Laclede Gas Company will be held at
Marriott's Pavilion Hotel, One Broadway, St. Louis, Missouri, beginning at 10:00
a.m., Central Standard Time, on Thursday, January 22, 1998, for the following
purposes:
1. To elect four Directors, each to serve for a term of three years and
until the respective successor shall be duly elected and qualified (see
Proposal 1 on page 3).
2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the firm of independent public accountants to audit the accounts
of the Company for the fiscal year ending September 30, 1998 (see
Proposal 2 on page 13).
3. To transact such other business as may properly come before said meeting,
or any adjournment or adjournments thereof.
By order of the Board of Directors,
DONALD L. GODINER,
Secretary
St. Louis, Missouri
December 19, 1997
I M P O R T A N T
We hope you will attend the Annual Meeting. If you are unable to be present,
please sign, date and return the enclosed proxy as soon as possible. A return
envelope, which does not require postage if mailed in the United States, is
enclosed for your convenience.
Stockholders representing a majority of Common Stock issued and outstanding
must be present or represented by proxy in order to constitute a quorum. To
ensure the presence of a quorum at this meeting, an early return of your proxy
is solicited by the Board of Directors.
4
L A C L E D E G A S C O M P A N Y
720 OLIVE STREET
ST. LOUIS, MISSOURI 63101
--------------------------
P R O X Y S T A T E M E N T
This statement is furnished in connection with a solicitation of proxies by
the Board of Directors of Laclede Gas Company (hereinafter called the Company)
to be used at the Annual Meeting of Stockholders of the Company to be held on
January 22, 1998, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. The Company's Annual Report for 1997, including
financial statements, has been mailed to stockholders. The Company's proxy
statement and form of proxy are being released to stockholders beginning on
approximately December 19, 1997. Execution of the enclosed proxy given in
response to this solicitation will not affect a stockholder's right to attend
the meeting and to vote in person. Presence at the meeting of a stockholder who
has signed a proxy does not in itself revoke a proxy. Any stockholder giving a
proxy may revoke it any time before it is exercised by giving notice thereof to
the Company in writing or in open meeting. Unless so revoked, the shares
represented thereby will be voted in accordance with the specifications thereon.
The Company has authorized 50 million shares of $1.00 Par Value Common Stock
and on October 31, 1997, there were outstanding 17,557,540 shares. Only holders
of Common Stock at the close of business on December 11, 1997, are entitled to
notice of, and to vote at, the meeting. Generally, each share of Common Stock
represents one vote; but in the election of Directors, stockholders have
cumulative voting rights. If cumulative voting rights are exercised by any
stockholder, he or she shall have the right to cast as many votes in the
aggregate as shall equal the number of Common Stock shares so held by him or her
in the Company, multiplied by the number of Directors to be elected. Each
stockholder may cast the whole number of votes, either in person or by proxy,
for one nominee, or distribute them among two or more nominees. To exercise
cumulative voting rights, please indicate appropriate instructions on the face
of the proxy. Unless directions on cumulative voting are specified in the proxy,
the persons named in the form of proxy reserve the right to vote each proxy
cumulatively and for the election of less than all the nominees, but they do not
presently intend to do so unless candidates other than those named herein for
Directors are duly proposed at the meeting.
Stockholders representing a majority of the Common Stock issued and
outstanding must be present or represented by proxy to constitute a quorum. With
regard to the election of Directors, since four Directors are to be elected, the
four nominees receiving the greatest number of affirmative votes will be deemed
elected; therefore, shares represented by proxies which are marked "WITHHOLD
AUTHORITY" will have no effect. If a stockholder excepts from the proxy one or
more Director nominees, all votes represented by the shares held by such
stockholder shall, unless otherwise specifically stated, be allocated as evenly
as possible for and among the remaining nominees. With regard to Proposal 2, or
any other matters properly brought before this meeting, approval requires the
affirmative vote of a majority of the shares entitled to vote and represented in
person or by proxy at this meeting (unless a greater affirmative vote is
required by the Company's Articles of Incorporation or by state law). Shares
represented by proxies which are marked "ABSTAIN" or which deny discretionary
authority on any other matters will be counted as shares present for purposes of
determining quorum; such shares will also be treated as shares present and
entitled to vote on Proposal 2 and any such other matters, which will have the
same effect as a vote against Proposal 2 and any such other matters. Proxies
relating to "street name" shares which are not voted by brokers on one or
more, but less than all, matters will be considered present at the Annual
Meeting for purposes of determining quorum, but will not be treated as shares
represented at the meeting as to such matter(s) not voted on, and therefore will
not have the effect of either an affirmative or negative vote, except where the
vote of the holders of a majority of outstanding Common Stock is required.
When a stockholder participates in the Company's Dividend Reinvestment and
Stock Purchase Plan, the proxy to vote shares registered in the stockholder's
own name will include those shares held for the stockholder in the Dividend
Reinvestment and Stock Purchase Plan. If the stockholder does not send any proxy
to vote the shares registered in his or her own name, the shares held for the
stockholder in the Dividend Reinvestment and Stock Purchase Plan will, unless
such stockholder attends the meeting and votes in person, not be voted or
counted for the purpose of determining a quorum.
2
5
STOCKHOLDERS' PROPOSALS
Stockholders' proposals to be considered for inclusion in the Company's
proxy statement must be submitted on a timely basis. Proposals for the 1999
Annual Stockholders' Meeting must be received by the Company no later than
August 28, 1998. Any such proposals, as well as any questions related thereto,
should be directed to the Secretary of the Company.
In addition to the above requirements governing stockholder proposals to be
included in the Company's Proxy Statement, stockholders who intend to submit a
proposal for the 1999 Annual Meeting, and stockholders who intend to submit
nominations for Directors for consideration at the meeting, must provide written
notice of any such proposed action in accordance with the Company's By-laws.
Such notice required by the By-laws should be addressed to the Secretary and
must be received by the Secretary at the Company's principal executive offices
generally not less than 60 days nor more than 90 days prior to January 22, 1999.
The written notice must satisfy certain requirements specified in the Company's
By-laws. A copy of the By-laws will be sent to any stockholder upon written
request to the Secretary. Under the requirements provided in the
above-referenced By-laws, the deadline for stockholders to submit proposals or
Director nominations to be considered at the Annual Meeting of Stockholders on
January 22, 1998 has passed.
PROPOSAL 1. ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of proxy to
vote such proxy FOR the election of the four nominees listed below for Directors
for terms expiring in 2001. If any nominee becomes unavailable for any reason
before the meeting (which is not anticipated), the proxies will be voted for a
person to be selected by the Board of Directors of the Company.
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following information with respect to principal occupation or employment
for the past five years, name and principal business of the corporation or other
organization in which such occupation or employment is carried on, and in regard
to other affiliations, and to beneficial ownership of securities at September
30, 1997, has been furnished to the Company by the respective nominees and
Directors continuing in office. The number of Directors has been increased to
ten, effective at the close of business on November 20, 1997. On that same date,
the Board of Directors elected Mr. Douglas H. Yaeger to fill, for the period
from November 21, 1997 until January 22, 1998, the vacancy created by the
increase in the number of Directors. The Board recommends that Dr. Givens, Ms.
Krey and Messrs. Trusheim and Yaeger be reelected for new three year terms.
NOMINEES FOR NEW TERM (TO EXPIRE AT ANNUAL MEETING, 2001):
DR. HENRY GIVENS, JR., 64, has been President of Harris-Stowe State College for
the last 18 years.
Year first elected a Director: 1992
MARY ANN KREY, 50, has been Chairman and Chief Executive Officer of Krey
Distributing Co., an Anheuser-Busch wholesaler, since December 1986. She is a
Director of Commerce Bancshares, Inc., CPI Corporation and Masco Corp.
Year first elected a Director: 1992
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6
H. EDWIN TRUSHEIM, 70, retired on January 26, 1995 as Chairman of the Board of
General American Life Insurance Company, a mutually owned company serving both
individuals and groups with life and health insurance as well as pension plans
and pension administrative services. Previously, he was Chairman of the Board
and Chief Executive Officer of General American Life Insurance Company from
January 1986 to May 15, 1992, at which time he relinquished the title of Chief
Executive Officer, but remained as Chairman of the Board until January 26, 1995.
He is a Director of Angelica Corporation, Venture Stores, Inc., RehabCare
Corporation, and Reinsurance Group of America.
Year first elected a Director: 1986
DOUGLAS H. YAEGER, 48, became President and Chief Operating Officer of the
Company on December 1, 1997. From September 1, 1995 through November 30, 1997 he
served as Executive Vice President--Operations and Marketing of the Company.
Previously, he was Senior Vice President--Operations, Gas Supply and Technical
Services from January 27, 1994 to August 31, 1995; Vice President--Operations,
Gas Supply and Technical Services from September 1, 1992 to January 26, 1994;
and Vice President--Planning from December 1, 1990 to August 31, 1992.
Year first elected a Director: 1997<Fa>
YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE FOREGOING NOMINEES EACH
BE ELECTED FOR A THREE-YEAR TERM EXPIRING IN 2001 AND UNTIL
THE RESPECTIVE SUCCESSOR SHALL BE DULY ELECTED AND QUALIFIED.
TERM EXPIRING AT ANNUAL MEETING, 2000:
ANDREW B. CRAIG, III, 66, has been Chairman of the Board of NationsBank
Corporation since January 1, 1997. Previously, he had been Chairman of the
Board, Chief Executive Officer and President of Boatmen's Bancshares, Inc.;
Chairman from 1989 to 1997, Chief Executive Officer from 1988 to 1997 and
President from 1985 to 1994. He was Chairman of the Board of The Boatmen's
National Bank of St. Louis from 1985 until January 1992. In addition to being a
Director of NationsBank Corporation, he is a Director of Grupo Modelo S.A. de
C.V.
Year first elected a Director: 1994
C. RAY HOLMAN, 55, is Chairman of the Board and Chief Executive Officer of
Mallinckrodt Inc. He has been Chairman since October 1994, Chief Executive
Officer since December 1992, and was President from December 1992 to December
1995. He served both as Corporate Vice President of Mallinckrodt Inc. from 1990
and President and Chief Executive Officer of Mallinckrodt Medical, Inc., a
subsidiary of Mallinckrodt Inc., from 1989 to December 1992. In addition to
being a Director of Mallinckrodt Inc., Mr. Holman is a Director of NationsBank
Corporation.
Year first elected a Director: 1994
WILLIAM E. NASSER, 58, retired in November 1995 as Chairman of the Board, Chief
Executive Officer and President of Petrolite Corporation. He had served in that
capacity since February 1992, and prior to February 1992 he had served as
President of Petrolite Corporation since June 1988. Mr. Nasser had been with
Petrolite Corporation since 1962, serving previously as Vice President and
General Manager of Petrolite's Polymers Division. He is a Director of Energy
BioSystems Corporation.
Year first elected a Director: 1994
[FN]
- --------
<Fa> "Control Person"--defined as one who, other than solely as a Director of
Laclede Gas Company, possesses the power to direct the management and
policies of Laclede Gas Company.
4
7
TERM EXPIRING AT ANNUAL MEETING, 1999:
RICHARD E. BEUMER, 59, has been Chairman of the Board and Chief Executive
Officer of Sverdrup Corporation since January 1, 1996. Sverdrup Corporation
provides complete capabilities for the development, design, construction and
operation of capital facilities and technical systems. From July 1, 1994 to
December 31, 1995, he was President and Chief Executive Officer of Sverdrup
Corporation. Prior to that he served as President of Sverdrup Corporation from
January 1, 1993 to June 30, 1994. Previously, he served as an Executive Vice
President of Sverdrup Corporation from January 1, 1991 to December 31, 1992. He
is a Director of Mercantile Bancorporation Inc.
Year first elected a Director: 1996
ROBERT C. JAUDES, 63, was Chairman of the Board, President and Chief Executive
Officer of the Company from January 27, 1994 to December 1, 1997 when he
relinquished the office of President, but retained his positions as Chairman of
the Board and Chief Executive Officer. Prior to January 27, 1994 he served as
President and Chief Executive Officer of Laclede Gas Company from August 1, 1991
to January 26, 1994. Mr. Jaudes has been with Laclede Gas Company since 1955.
Year first elected a Director: 1983<Fa>
ROBERT P. STUPP, 67, is, and since December 31, 1990, has been, the President of
Stupp Bros., Inc., established on December 31, 1990, which has four operating
divisions: Stupp Bros. Bridge & Iron Co. of St. Louis, Missouri, fabricator of
iron and steel; Stupp Corporation of Baton Rouge, Louisiana, a steel pipe
manufacturer; Stupp Metals of St. Louis, Missouri, a steel service center; and
Fulton Iron Works International of St. Louis, Missouri, engineers and
manufacturers of machinery. Mr. Stupp currently serves in senior executive
positions in these operating divisions. He has served as a senior executive
officer of one or more of those entities since 1960. He is a Director of Stupp
Bros., Inc.
Year first elected a Director: 1990
The standing committees of the Board of Directors for the fiscal year ended
September 30, 1997, included the Audit Committee, the Compensation Committee and
the Nominating Committee.
The Audit Committee, comprised of five members, now consisting of: Messrs.
Beumer, Craig, Givens, Holman and Trusheim, Chairman, met three times during the
1997 fiscal year. It is the duty of the Committee to recommend to the Board
independent auditors to perform audit and non-audit services, review the scope
and results of such services, review with management and the independent
auditors any recommendations of the auditors regarding changes and improvements
in the Company's accounting procedures and controls and management's response
thereto, and report to the Board after each Audit Committee meeting.
The Compensation Committee, comprised of four members, now consisting of:
Ms. Krey and Messrs. Nasser, Stupp and Trusheim, Chairman, met two times during
the 1997 fiscal year. It is the duty of the Committee to review and recommend to
the Board the salaries and all other forms of compensation of the Company's
Officers.
The Nominating Committee, comprised of five members, now consisting of: Ms.
Krey and Messrs. Nasser, Stupp, Trusheim and Jaudes, Chairman, met once during
the 1997 fiscal year. It is the duty of the Nominating Committee to recommend
new Director nominees to the Board of Directors. Stockholders may recommend
Director nominees to the Committee in writing in accordance with the notice
provisions set forth in the Company's By-laws (as hereinbefore summarized),
giving pertinent background and other information as required by the Company's
By-laws, and such person will be given the same consideration as any other
person reviewed as a possible nominee.
During the 1997 fiscal year, there were 13 meetings of the Board of
Directors. All Directors attended 75% or more of the aggregate number of
meetings of the Board and applicable committee meetings.
[FN]
- --------
<Fa> "Control Person"--defined as one who, other than solely as a Director of
Laclede Gas Company, possesses the power to direct the management and
policies of Laclede Gas Company.
5
8
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth as of September 30, 1997 the beneficial
ownership of the Company's Common Stock by (i) Stupp Bros., Inc., P. O. Box
6600, Lemay Station, St. Louis, MO 63125, the only person or entity who as of
September 30, 1997, is known to be the beneficial owner of 5% or more of the
Company's Common Stock, (ii) each of the Directors, (iii) each of the Company's
current Executive Officers listed in the Summary Compensation Table, and (iv)
all Directors and Executive Officers as a group.
AMOUNT AND NATURE OF OWNERSHIP
SOLE VOTING SHARED VOTING
AND/OR AND/OR
NAME OF INVESTMENT INVESTMENT PERCENT
BENEFICIAL OWNER POWER POWER TOTAL OF CLASS
---------------- ----------- ------------- ----- --------
R. E. Beumer........ 1,300<F1> 700 2,000 <F*>
A. B. Craig, III.... 2,400<F1> -0- 2,400 <F*>
H. Givens, Jr....... 1,800<F1> -0- 1,800 <F*>
D. L. Godiner....... 1,097 -0- 1,097 <F*>
C. R. Holman........ 2,400<F1> -0- 2,400 <F*>
R. C. Jaudes........ 6,742 4,000 10,742 <F*>
M. A. Krey.......... 2,800<F1> -0- 2,800 <F*>
G. T. McNeive, Jr... 3,012 -0- 3,012 <F*>
W. E. Nasser........ 2,400<F1> -0- 2,400 <F*>
K. J. Neises........ 226 -0- 226 <F*>
R. P. Stupp......... 4,832<F1><F2> -0- 4,832 <F*>
H. E. Trusheim...... 2,874 -0- 2,874 <F*>
D. H. Yaeger........ 2,249 -0- 2,249 <F*>
Stupp Bros., Inc.... 1,155,000<F3> -0- 1,155,000 6.6%
All Directors and
Executive Officers
as a Group (20)... 55,721<F4> <F*>
<FN>
- --------
<F1> Includes restricted, nonvested shares granted under the Restricted Stock
Plan for Non-Employee Directors, as described in more detail on page 13.
<F2> Does not include the shares owned by Stupp Bros., Inc., which are set forth
separately in the table and of which shares Mr. Stupp is a beneficial owner
with shared voting and investment power.
<F3> Mr. Stupp is a Director and Executive Officer of Stupp Bros., Inc. and has
a one-third interest in a voting trust which controls 100% of the stock of
Stupp Bros., Inc.
<F4> This amount does not include the shares owned by Stupp Bros., Inc.
<F*> Less than one percent.
6
9
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Set forth below is certain information as to amounts paid, earned or awarded
by the Company for the fiscal year ended September 30, 1997, and for the
immediately preceding two fiscal years for services in all capacities by the
Chief Executive Officer and the four other most highly compensated Executive
Officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION<F1> COMPENSATION<F2>
------------------ ---- ------ ---------------- ----------------
R. C. Jaudes 1997 $506,667 $140,463 $21,877
Chairman of the Board, 1996 $486,667 $129,640 $20,380
President and CEO 1995 $460,455 $129,310 $16,372
D. H. Yaeger 1997 $225,000 $ 25,025 $ 5,320
Executive Vice President-- 1996 $213,333 $ 17,168 $ 5,099
Operations and Marketing 1995 $184,894 $ 7,440 $ 4,381
D. L. Godiner 1997 $171,500 $ 26,975 $12,744
Senior Vice President, General 1996 $171,500 $ 17,168 $10,995
Counsel and Secretary 1995 $162,333 $ 7,440 $ 9,252
K. J. Neises 1997 $177,167 $ 9,425 $ 8,605
Senior Vice President--Gas Supply 1996 $169,000 $ 6,300 $ 6,970
and Regulatory Affairs 1995 $151,269 $ 4,650 $ 4,896
G. T. McNeive, Jr. 1997 $161,667 $ 15,925 $ 5,446
Senior Vice President-- 1996 $146,000 $ 9,450 $ 4,171
Finance and Chief Financial Officer 1995 $115,758 -- $ 3,011
<FN>
- --------
<F1> The amounts in this column reflect Dividend Equivalents paid under the
Incentive Compensation Plan to the named Executive Officer during the three
most recent fiscal years together, in the case of Mr. Jaudes, with Mr.
Jaudes' Board of Directors and Board committee fees for those three years.
For a more detailed discussion of the Incentive Compensation Plan, see the
Long-Term Incentive Plan Table and discussion thereof on page 8.
<F2> For 1997 this column includes (a) above-market interest on deferrals under
the Company's Deferred Income Plan described on page 10 (Mr. Jaudes,
$9,390; Mr. Yaeger, $-0-; Mr. Godiner, $4,012; Mr. Neises, $1,609; and Mr.
McNeive, $377); (b) above-market interest on deferrals under the Company's
Deferred Income Plan II described on page 10 (Mr. Jaudes, $9,558; Mr.
Yaeger, $325; Mr. Godiner, $3,675; Mr. Neises, $1,985; and Mr. McNeive,
$163); (c) Company matching contributions under the Company's Salary
Deferral Savings Plan which was established under Section 401(k) of the
Internal Revenue Code (Mr. Jaudes, $2,543; Mr. Yaeger, $4,609; Mr. Godiner,
$4,671; Mr. Neises, $4,625; and Mr. McNeive, $4,520); and (d) Company paid
premiums for supplemental travel and accident insurance for accidental
death or dismemberment with benefits of up to $250,000 (approximately $386
for each named Executive Officer).
7
10
INCENTIVE COMPENSATION PLAN
The following table discloses certain information about the Company's
Incentive Compensation Plan, which is considered a type of long-term incentive
plan under the proxy disclosure rules of the Securities and Exchange Commission.
LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
PERIOD
NUMBER UNTIL
NAME OF UNITS MATURATION<F1>
---- -------- --------------
Robert C. Jaudes.............. 9,500 2 years
Douglas H. Yaeger............. 5,000 5 years
Donald L. Godiner............. 7,000 2 years
Kenneth J. Neises............. 3,000 4 years
Gerald T. McNeive, Jr......... 3,000 5 years
<FN>
- --------
<F1> Prior to January 26, 1995, Dividend Equivalents (equal to the cash dividend
paid on each share of the Company's Common Stock) were paid on each of the
Share Units to the recipient until his death, and thereafter to a surviving
spouse, if any, for life. Effective for awards of Share Units made on and
after January 26, 1995, no post-retirement Dividend Equivalents and no
post-retirement Deferred Compensation Amounts shall be paid to an awardee
who retires before attaining the age of 65 (other than by reason of death
or disability or following a hostile change of control) unless the awardee
remains employed by the Company for at least the following respective
periods (based on the awardee's age at the date of the award of the Share
Units) subsequent to the date upon which the Share Units are awarded:
NUMBER OF YEARS OF SERVICE
AGE AT REQUIRED FOLLOWING THE
DATE OF AWARD DATE OF SUCH AWARD
------------- --------------------------
61 and older.................. 2
55-60......................... 4
54 and under.................. 5
The amount of Dividend Equivalents paid to any named Executive during the
last fiscal year is disclosed in the "Other Annual Compensation" column in
the Summary Compensation Table.
Each year, the Company credits or debits an amount (Deferred Compensation
Amount) to each Share Unit outstanding at the end of a fiscal year equal,
subject to certain adjustments, to the per common share net increase or decrease
in Consolidated Retained Earnings for that fiscal year. The aggregate of annual
Deferred Compensation Amounts are payable in ten equal annual installments to
the recipient or, if he is no longer living, his designated beneficiaries or
estate beginning on the fifth month following the month in which the earlier of
the following occurs: retirement, death, disability or the recipient's election
to terminate employment with the Company following a hostile change in control
(as defined in the Plan). No Deferred Compensation Amounts accrue on Share Units
held by a recipient after the fiscal year in which his employment has terminated
due to retirement, disability, death or the recipient's election to terminate
following a hostile change in control. Furthermore, if a participant's
employment with the Company ceases other than by reason of retirement,
disability, death or termination of employment following a hostile change in
control, then all Share Units are forfeited and all future rights to Deferred
Compensation Amounts and Dividend Equivalents on account of such Share Units
lapse. Similarly, if a participant retires before age 65 (other than by reason
of death or disability or following a hostile change in control) without
providing the required additional years of service as discussed in footnote 1 to
the table above, then no post-retirement benefits will be payable to such
participant for such Share Units. During the fiscal year ended September 30,
1997, $.54 was credited as a Deferred Compensation Amount on account of each
Share Unit. Interest accrues on the Deferred Compensation Amounts on Share Units
(for which the required additional years of service have been provided) only
8
11
after the date of retirement, disability, death or election of recipient to
terminate employment following a hostile change in control.
PENSION PLAN
The table below shows estimated annual benefits payable at a normal
retirement date under the Employees' Retirement Plan of Laclede Gas
Company--Management Employees and the Laclede Gas Company Supplemental
Retirement Benefit Plan.
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
AVERAGE YEARS OF SERVICE
FINAL --------------------------------------------------------------------------
COMPENSATION<F1> 15 20 25 30 35 40 45
---------------- -- -- -- -- -- -- --
$150,000............ $ 44,266 $ 59,022 $ 73,777 $ 88,533 $103,288 $118,044 $133,794
200,000............ 60,016 80,022 100,027 120,033 140,038 160,044 181,044
250,000............ 75,766 101,022 126,277 151,533 176,788 202,044 228,294
300,000............ 91,516 122,022 152,527 183,033 213,538 244,044 275,544
350,000............ 107,266 143,022 178,777 214,533 250,288 286,044 322,794
400,000............ 123,016 164,022 205,027 246,033 287,038 328,044 370,044
450,000............ 138,766 185,022 231,277 277,533 323,788 370,044 417,294
500,000............ 154,516 206,022 257,527 309,033 360,538 412,044 464,544
550,000............ 170,266 227,022 283,777 340,533 397,288 454,044 511,794
<FN>
- --------
<F1> "Average Final Compensation" is the higher of: (a) the annual average of
the highest 36 consecutive calendar months' compensation for the
participant's last 120 months of service; or (b) the annual average of the
highest three consecutive calendar years' compensation for the
participant's last ten calendar Years of Service. Compensation used for
pension formula purposes is the type of compensation included as "Salary"
in the Summary Compensation Table.
Benefits shown in the table (the calculation of which, in some cases, takes
into account the portion of Average Final Compensation in excess of Social
Security covered compensation, and, in other cases, is calculated after the
deduction of Social Security offset amounts) assume retirement at age 65, the
Years of Service shown, continued existence of the current plans without
substantial change and payment in the form of a single life annuity. Years of
Service as of September 30, 1997 for the persons named in the Summary
Compensation Table are as follows: R. C. Jaudes, 42 years; D. H. Yaeger, 6
years; D. L. Godiner, 17 years; K. J. Neises, 13 years; and G. T. McNeive, Jr.,
11 years.
OTHER PLANS
An Executive Salary Protection Program for Executive Officers provides that
if a participating Executive Officer dies while an active employee of the
Company, his or her beneficiaries will receive his or her annual salary for one
year, and one-half of his or her annual salary for the next nine years or until
the Executive Officer would have been 65 years old, whichever period is longer.
When an Executive Officer dies after retiring from the Company, his or her
beneficiaries will receive an amount equal to twice his or her annual salary if
he or she dies prior to age 70, or one times his or her annual salary if he or
she dies after age 70.
The Company, as of January 25, 1990, adopted a Management Continuity
Protection Plan pursuant to which the Company has entered into Management
Continuity Protection Agreements (the "Agreements") with all of its Officers.
The Agreements provide that if the Officer's employment terminates for any
reason (other than death, disability or for actions involving moral turpitude)
within 54 months, in the case of Mr. Jaudes, or 42 months, in the case of all
other Officers, after a change in control of the Company, the Officer will
receive a non-discounted lump sum payment. The lump sum payment will be in an
amount equal to the Officer's average annual compensation for the five-year
period preceding termination multiplied by 2.99, in the case of Mr. Jaudes, or
2.00 for all other Officers.
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If the Officer remains employed by the Company for more than six months after a
change in control, the above benefit shall be reduced, in the case of Mr.
Jaudes, by one forty-eighth, or, in the case of all other Officers, by one
thirty-sixth for each month beyond such six-month period. In no event, however,
will the benefit be greater than the product of the Officer's average monthly
compensation for the five-year period preceding termination and the number of
months remaining from such termination until the date the Officer will reach the
age of 65. The Agreements expire upon the earlier of (a) the effective date of
the Officer's termination, if prior to a change in control; or (b) 54 months, in
the case of Mr. Jaudes, or 42 months, in the case of all other Officers, after a
change in control. Under the Agreements, a "change in control" occurs when any
person becomes a beneficial owner, directly or indirectly, of the Company's
securities representing (a) more than 50 percent of the voting power of the
Company's outstanding securities or (b) at least 30 percent but no more than 50
percent of such securities and a majority of the outside members of the
Company's Board of Directors decides that a change in control has occurred.
Previously, the Company established a Deferred Income Plan for: (i)
non-employee Directors, and (ii) employee Directors, Officers and certain other
employees who are deemed by the Compensation Committee of the Board of Directors
to be key executives who contribute materially to the prosperity of the Company.
The plan permitted deferral through April 30, 1990 for each of four consecutive
years of up to 100% of fees and retainers for non-employee Directors and up to
15% of salary (excluding incentive compensation) for other participants. Such
deferrals, along with applicable income growth factors (at rates not to exceed
the greater of (i) twelve percent per annum, and (ii) the annual corporate bond
rates specified in Moody's Investors Service plus four percent per annum), form
the basis for certain benefits payable to the participant upon retirement; death
or permanent and total disability before retirement; or termination of a
participant's status as a Director or employee before age 55. The amount of such
benefit depends on the type of triggering event, the amount deferred by a
participant, the ages at which deferrals are made and the participant's age at
the time of the triggering event. In the event a participant, following a change
in control of the Company, terminates his or her status as a Director or
employee for good reason, or is terminated by the Company without cause, such
participant is entitled to receive a lump sum benefit in the amount equal to the
greater of: (i) the present value of the account balance under the Deferred
Income Plan to which the participant would be entitled if he or she had
continued to make deferrals during the remainder of the annual deferral period
and if he or she had terminated his or her status as a Director or employee
after reaching normal retirement age (for this purpose, age 70 for all
Directors, and age 65 for all other participants); or (ii) the amount of the
participant's account balance. At the Board of Directors' meeting on September
23, 1993, the Board approved a separate Deferred Income Plan II. Deferred Income
Plan II provides that the Board of Directors may from time to time determine to
open up the Deferred Income Plan II to allow deferrals during one or more
succeeding annual periods and to allow new participants in the Deferred Income
Plan. Participants were allowed to make deferrals during the 1997 calendar year
and will also be allowed to make deferrals during the 1998 calendar year. During
each deferral period a non-employee Director participant may defer up to 100% of
fees and retainers and an employee participant may defer up to 15% of his or her
annual salary (excluding incentive compensation). In addition, under Deferred
Income Plan II the minimum applicable income growth factor for deferrals on and
after October 1, 1993 shall not exceed the greater of: (i) nine percent per
annum; and (ii) the annual corporate bond rates specified in Moody's Investors
Service plus three percent per annum. The remainder of the terms of the Deferred
Income Plan II are similar to those of the original Deferred Income Plan
discussed above.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THE FOLLOWING COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE
COMPENSATION AND THE PERFORMANCE GRAPH ON PAGE 12 SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, composed of four
independent non-employee Directors, administers the Company's executive
compensation program. None of such members is or has been an Officer or employee
of the Company or any of its subsidiaries. After review and approval by the
Committee, all material issues relating to executive compensation are submitted
to the Board for consideration and approval.
The philosophy of the Committee as it relates to executive compensation is
that the Chief Executive Officer (CEO) and other Executive Officers should be
compensated at levels designed to attract, motivate, and retain talented
Executives who are capable of leading the Company in achieving its business
objectives in an industry facing
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increasing complexity, competition, and change; to encourage and reward
excellent performance; and to encourage individual growth as a part of the
Company's management development program. Annual compensation for the Company's
senior management consists of salary, and for certain key Executives, a
long-term Incentive Compensation Plan.
Salary levels of Company Executives are reviewed and may be adjusted
annually. Salaries are also increased to recognize promotions and assignment of
increased responsibilities to the Company. In determining appropriate salaries,
the Committee considers: (1) the CEO's recommendations as to compensation for
all other Executive Officers; (2) the scope of responsibility, experience, time
in position, and individual performance for all Officers including the CEO;
(3) internal fairness and equity among positions held by each Executive Officer;
(4) special factors such as each individual's willingness and ability to accept
special assignments and responsibilities; (5) general cognizance of pay
practices of major companies within the St. Louis region as well as within the
utility industry generally relating to Executives of comparable responsibility;
and (6) corporate performance. Evaluation of corporate performance takes into
account the significant effects which weather variations as well as other
unusual events may have on the Company's earnings per share and other financial
and operating results as compared to corporate budgeted levels. The Committee's
analysis is a subjective process which utilizes no specific weighting or formula
of the aforementioned factors in determining Executives' base salaries.
Awards under the Company's long-term Incentive Compensation Plan may be
granted by Committee recommendation and Board approval to the CEO and/or certain
other key Executives who have, in the judgment of the Committee, demonstrated
great ability and who the Company seeks to retain in positions which can affect
the long-term success of the Company, including both the establishment and
execution of the Company's business strategies. Under this Plan, upon the
recommendation of the Compensation Committee, the Board of Directors, exclusive
of any employee Director who is eligible to participate in the Plan, may award
Share Units to these key Executives. The Executives are paid quarterly dividend
equivalents on these Share Units at the same rate that dividends are paid to
stockholders. Share Units also have a deferred compensation component based on
changes in the Company's retained earnings over the course of a year. Such
deferred compensation is payable upon the Executive's retirement. Current
compensation under this Plan is limited to 25% of the Executive's current annual
salary. Awards granted under this Plan are intended to encourage the continued
employment of these talented Executives. Toward that end, this Plan requires
that an Executive provide a certain number of additional years of service after
the date of an award of Share Units in order for post-retirement dividend
equivalents and deferred compensation amounts associated with that award to be
paid. This Plan provides compensation which is directly linked with earnings per
share achievement, a critical factor in creating increased shareholder value.
Determination of the number of Share Units to award to a key Executive is a
subjective process which considers an individual's current salary level, the
number of Share Units previously awarded, as well as expectations for the
Executive's performance relative to maintaining the long-term financial and
operational integrity of the Company.
The compensation of Executive Officers was considered and adjusted in
January 1997. Also, the Board of Directors, in recognition of the prior
performance and the high level of responsibility of several of the Company's
Senior Officers, awarded new Share Units to them, as set forth in greater detail
elsewhere in this proxy statement. Such Share Unit awards are intended, among
other things, to relate a portion of executive compensation more directly with
the long-term interests of shareholders.
In determining the total compensation package of the CEO for 1997, the
Compensation Committee considered all of the matters discussed above. The
Committee also considered the attainment of corporate-wide budgeted goals,
giving recognition to factors such as weather, interest rates and regulatory
policies which can significantly impact operating results of gas utilities but
are generally outside the control of management. Further, the Committee
considered subjective factors related to individual performance and
responsibility for the long-term strategic direction of the Company. Noted was
the CEO's leadership in: (1) the beneficial results to customers and
stockholders of the settlement reached in late 1996 of the rate proceeding
before the Missouri Public Service Commission, including the formulation and
implementation of the Gas Supply Incentive Plan, which became effective October
1, 1996; (2) the successful entry into non-traditional gas markets outside of
the Company's historical service area, which has resulted in a significant
contribution to earnings; (3) the continual formulation, adaptation, and
implementation of various policies in response to the rapidly evolving events in
the natural gas industry; (4) the diligent pursuit of emerging markets for
natural gas, including large-tonnage air-conditioning, gas dessicant cooling and
dehumidification systems, and compressed natural gas for vehicular fleet use;
and (5) the continued increase in revenue producing appliance
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repair and service work performed by the Company. In January 1997, the Board of
Directors, after considering the various factors and accomplishments described
above, granted the CEO an increase in base salary and also awarded him 9,500
additional Share Units under the Incentive Compensation Plan.
Compensation Committee
H. Edwin Trusheim, Chairman
Mary Ann Krey
William E. Nasser
Robert P. Stupp
PERFORMANCE GRAPH
The following Performance Graph compares the performance of the Company's
Common Stock to the Standard & Poor's 500 Stock Index and to the Standard &
Poor's Utilities Index for the Company's last five fiscal years. The graph
assumes that the value of the investment in the Company's Common Stock and each
index was $100 at September 30, 1992 and that all dividends were reinvested. The
information contained in this graph is not necessarily indicative of future
Company performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
LACLEDE GAS COMPANY, S&P 500, AND S&P UTILITIES
[PERFORMANCE GRAPH]
FISCAL YEAR ENDED SEPTEMBER 30
-------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
- -----------------------------------------------------------------------------------------------------------------
Laclede $100.00 $140.28 $125.84 $130.80 $162.46 $172.29
- -----------------------------------------------------------------------------------------------------------------
S&P 500 $100.00 $113.00 $117.17 $152.02 $182.93 $256.92
- -----------------------------------------------------------------------------------------------------------------
S&P Utilities $100.00 $124.43 $108.13 $137.96 $147.36 $168.55
- -----------------------------------------------------------------------------------------------------------------
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COMPENSATION OF DIRECTORS
Directors who were not employees of the Company received a monthly retainer
fee of $1,250 per month through January 1997 and $1,500 per month thereafter
during fiscal year 1997. Also, all Directors received a fee of $1,000 for each
Board meeting attended personally; and $500 for each Board meeting attended via
telephone conference call. Directors received fees of $500 for each committee
meeting attended personally; and $250 for each committee meeting attended via
telephone conference call. Each Chairman of a Committee of the Board except for
the Nominating Committee Chairman received an additional $1,000 annual fee. All
non-employee Directors are permitted to elect to defer all or any part of their
compensation under arrangements which apply equally to all such non-employee
Directors.
The Company has also established a retirement plan for each of its
non-employee Directors who serves at least five years as a Director or who dies
while serving as a Director. Pursuant to this plan, the eligible Director (the
"Participant"), or the Participant's designated beneficiary, would, following
the discontinuance of the Participant's service as a Director (or following the
Participant's attaining 65 years of age, if the Participant is not at least 65
years old at the time of such discontinuance of service), receive an annual
retirement payment amount equal to a percentage (the "Applicable Percentage")
of the annual Board retainer fee at the time of such Participant's
discontinuance of service. The Applicable Percentage shall be 10% for each of
the first ten years of service of such Participant as a Director. The annual
payments to the retired Participant shall continue until such Participant's
death, but if such Participant shall die before receiving at least ten annual
payments, then such Participant's designated beneficiary shall, during such
beneficiary's lifetime, receive the remainder of the first ten annual payments
which the deceased Participant would have received.
In 1990, the Company established the Restricted Stock Plan for Non-Employee
Directors, the term of which was extended to January 26, 2000. Under this Plan,
a grant of 800 restricted shares will be made on the date a person first begins
serving as a non-employee Director. Each non-employee Director will receive an
additional grant of 200 nonvested and/or vested shares on the date of each
subsequent Annual Meeting of Stockholders for services rendered by such
non-employee Director during the preceding year. Although a non-employee
Director is entitled to vote and may receive the dividends on the restricted
shares, the restricted shares are forfeitable until vested pursuant to a
schedule based upon the non-employee Director's years of participation in, and,
in some cases, age at time of entering, the Restricted Stock Plan. Under a Trust
Agreement between the Company and The Chase Manhattan Bank, as Trustee, shares
granted pursuant to the Restricted Stock Plan are purchased on the open market
by the Trustee, and held in trust until vested in the non-employee Director. In
January 1997, Ms. Krey and Messrs. Beumer, Craig, Givens, Holman and Nasser each
received a grant of 200 nonvested shares; and Messrs. Stupp and Trusheim each
received a grant of 100 vested and 100 nonvested shares.
PROPOSAL 2. APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee,
recommends that the stockholders ratify the appointment of Deloitte & Touche LLP
Certified Public Accountants, to audit the accounts of the Company and its
subsidiaries for the fiscal year ending September 30, 1998. The vote of a
majority of the outstanding shares entitled to vote and represented in person or
by proxy will be necessary to effect the ratification described above. Thus, in
this context, the effect of an abstention will be the same as a negative vote.
Deloitte & Touche LLP is the successor to the firm that has acted as auditors of
the Company since 1953. It is expected that a representative of Deloitte &
Touche LLP will be present at the Annual Meeting, will have an opportunity to
make a statement if he or she desires to do so, and will be available to respond
to appropriate questions.
During fiscal year 1997, Deloitte & Touche LLP performed audit services
primarily related to the limited review of quarterly reports and the examination
of annual consolidated financial statements submitted to stockholders and the
Securities and Exchange Commission and the audit of the various employee benefit
plans of the Company.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
---
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.
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OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those stated in this proxy statement. However, if other
matters related to the purpose of the meeting properly come before the meeting,
it is the intention of the persons named in the accompanying proxy to vote said
proxies on such other matters in accordance with their judgment.
SOLICITATION OF PROXIES
Proxies will be solicited by mail. They may also be solicited by Officers
and regular employees of the Company, personally or by telephone or telegraph,
but such persons will not be specially compensated for such services. The firm
of Morrow & Co., Inc. has been retained to assist with the solicitation of
proxies at a cost of approximately $5,000. It is contemplated that brokerage
houses, custodians, nominees and fiduciaries will be requested to forward the
soliciting material to the beneficial owners of stock held of record by such
persons, and will be reimbursed for expenses incurred therein. The entire cost
of solicitation will be borne by the Company.
LACLEDE GAS COMPANY
By DONALD L. GODINER, Secretary
St. Louis, Missouri
December 19, 1997
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A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD. PLEASE MARK
--- YOUR VOTES AS
INDIDCATED /X/
IN THIS
EXAMPLE
1. ELECTION OF DIRECTORS 2. RATIFICATION OF THE SELECTION
OF DELOITTE & TOUCHE LLP as
FOR all WITHHOLD independent auditors.
nominees listed AUTHORITY
below (except as to vote for FOR AGAINST ABSTAIN
indicated to the all nominees / / / / / /
contrary below) listed below
/ / / /
NOMINEES FOR DIRECTOR:
Dr. Henry Givens, Jr. H. Edwin Trusheim THIS PROXY WHEN PROPERLY EXECUTED
Mary Ann Krey Douglas H. Yaeger WILL BE VOTED IN THE MANNER
(Instruction: To withhold authority to vote DIRECTED HEREIN BY THE
for an individual nominee, write that UNDERSIGNED STOCKHOLDER(S). IF
nominee's name on the space provided below). NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR PROPOSALS
- -------------------------------------------- 1 AND 2.
- --------------------------------------------
PROXY MUST BE RETURNED BY JANUARY 22, 1998.
Signature(s) Signature(s) Dated
------------------- ---------------------- ---------
IMPORTANT: Please date this proxy and sign exactly as your name(s) appears
thereon. If stock is held jointly, signature should include both names.
Executors, administrators, trustees, guardians, and others signing in a
representative capacity should so indicate.
* FOLD AND DETACH HERE *
18
[LACLEDE GAS LOGO] LACLEDE GAS COMPANY
720 OLIVE STREET, ST. LOUIS, MISSOURI 63101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald L. Godiner, Robert C. Jaudes,
Gerald T. McNeive, Jr. and each of them, with or without any of the others,
attorneys and proxies, with full power of substitution, to vote all of the
shares of common stock in Laclede Gas Company which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of said corporation
to be held at Marriott's Pavilion Hotel, on Thursday, January 22, 1998,
at 10:00 a.m. local time, and at any adjournments thereof: (1) as hereinafter
specified upon the proposals listed below and as more particularly described
in the Company's proxy statement, receipt of which is hereby acknowledged; and
(2) in their discretion upon such other matters as may properly come before
the Annual Meeting of Stockholders.
(Continued and to be signed on reverse side.)
* FOLD AND DETACH HERE *
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APPENDIX
The information in the Performance Graph on page 12 of the definitive
proxy statement of Laclede Gas Company is depicted in the table that
immediately follows the graph.