As
filed with the Securities and Exchange Commission on February 16,
2010
Registration
No. 333-155714
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM
S-3
REGISTRATION
STATEMENT
under
THE
SECURITIES ACT OF 1933
THE
LACLEDE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Missouri
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74-2976504
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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MARK
C. DARRELL or MARY C. KULLMAN
720
Olive Street
St.
Louis, MO 63101
314-342-0500
(Names,
address, including zip code, and telephone number, including area code, of
agents for service
and
address, including zip code, and telephone number of registrant’s principal
executive offices)
Approximate
date of commencement of proposed sale to the public: From time to time after
this Registration Statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer x Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller reporting
company ¨
CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Proposed
maximum aggregate offering price (1)
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Amount
of registration fee (1)
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Senior
Debt Securities
Subordinated
Debt Securities
Preferred
Stock
Common
Stock (including associated preferred stock purchase rights)
(2)
Stock
Purchase Contracts (3)
Stock
Purchase Units (4)
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Total
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$500,000,000
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$35,650
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(1)
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There
are being registered hereunder such presently indeterminate principal
amount or number of Senior Debt, Subordinated Debt, shares of Preferred
Stock and Common Stock, Stock Purchase Contracts and Stock Purchase Units
as may from time to time be issued at indeterminate prices with an
aggregate initial offering price not to exceed $500,000,000. An
indeterminate number of shares of Common Stock registered hereunder may be
issued upon settlement of the Stock Purchase Contracts or Stock Purchase
Units registered hereunder. An indeterminate principal amount or number of
Senior Debt, Subordinated Debt or shares of Preferred Stock or Common
Stock registered hereunder may also be issued upon conversion of, or in
exchange for, Senior Debt, Subordinated Debt or Preferred Stock registered
hereunder. Pursuant to Rule 457(o) under the Securities Act of 1933, and
General Instruction II.D. of Form S-3, which permit the registration fee
to be calculated on the basis of the maximum offering price of all the
securities listed, the table does not specify by each class information as
to the amount to be registered, proposed maximum offering price per unit
or proposed maximum aggregate offering price.
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(2)
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This
registration statement also includes the rights to acquire shares of the
registrant’s Series A Junior Participating Preferred Stock associated with
the registrant’s Common Stock. These Preferred Stock Purchase
Rights are initially carried and traded with the Common Stock and the
value of such Rights, if any, is reflected in the value of the Common
Stock. No separate consideration is payable for such
Rights.
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(3)
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Each
Stock Purchase Contract obligates the registrant to sell, and obligates
the holder thereof to purchase, an indeterminate amount of shares of
Preferred Stock or Common Stock being registered
hereby.
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(4)
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Each
Stock Purchase Unit consists of a combination of a Stock Purchase Contract
and Senior Debt Securities or Subordinated Debt Securities of the
registrant or debt obligations of third parties, including United States
Treasury securities.
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EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 is
being filed to reflect that the registrant is no longer a well-known seasoned
issuer (as such term is defined in Rule 405 under the Securities Act of 1933)
because the worldwide market value of its outstanding voting and non-voting
common equity held by non-affiliates was less than $700 million as of the most
recent determination date. This filing is being made to convert the registrant’s
Registration Statement on Form S-3 (File No. 333-155714) to the proper
submission type for a non-automatic shelf registration
statement.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject
to Completion, Dated February 16, 2010
PROSPECTUS
$500,000,000
Senior
Debt Securities
Subordinated
Debt Securities
Preferred
Stock
Common
Stock
Stock
Purchase Contracts
Stock
Purchase Units
We may
offer for sale, from time to time, either separately or together in any
combination, the securities described in this prospectus. Each time
we sell securities pursuant to this prospectus, we will provide a supplement to
this prospectus that contains specific information about the offering and the
specific terms of the securities offered. You should read this
prospectus and the applicable prospectus supplement carefully before you
invest. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. The aggregate initial offering price of
all securities that we will sell under this prospectus will not exceed
$500,000,000.
Investing
in our securities involves risks that are described in the “Risk Factors”
section of this prospectus as well as in our annual, quarterly, and current
reports filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which are incorporated by reference into this
prospectus.
Our
common stock trades on the New York Stock Exchange under the symbol
“LG.”
Our
address is 720 Olive Street, St. Louis, Missouri 63101 and our telephone number
is
314-342-0500.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is February , 2010
As permitted under the rules of the
SEC, this prospectus incorporates important information about us that is
contained in documents that we file with the SEC but that is not included in or
delivered with this prospectus. You may obtain copies of these
documents without charge from the website maintained by the SEC at www.sec.gov
as well as other sources. See “Where You Can Find More
Information.” You may also obtain copies of the incorporated
documents, without charge, upon written or oral request to our Corporate
Secretary, The Laclede Group, Inc., 720 Olive Street, St. Louis, MO 63101
(314-342-0873).
You should rely only on the information
incorporated by reference or provided in this prospectus and any
supplement. We have not authorized anyone else to provide you with
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We will not make
an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any date
other than the date on the front of those documents. Our business,
financial condition, result of operations, and prospects may have changed since
that date.
TABLE
OF CONTENTS
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Page
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About
This Prospectus
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1
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Risk
Factors
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1
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Where
You Can Find More Information
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1
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The
Laclede Group
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2
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Use
of Proceeds
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3
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Ratios
of Earnings to Fixed Charges
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3
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Description
of Debt Securities
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4
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Description
of Capital Stock
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14
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Description
of Stock Purchase Contracts and Stock Purchase Units
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17
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Book-Entry
Securities
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18
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Plan
of Distribution
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20
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Legal
Opinions
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21
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Experts
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21
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The distribution of this prospectus may
be restricted by law in certain jurisdictions. This prospectus does
not constitute, and may not be used in connection with an offer or solicitation
by anyone in any jurisdiction in which the offer or solicitation is not
authorized or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make the offer or
solicitation.
The terms “we,” “our,” “us” and
“Laclede” refer to The Laclede Group, Inc. and its subsidiaries unless the
context suggests otherwise. The term “you” refers to a prospective
investor.
.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC using
a “shelf” registration process. Under this shelf registration process, we may
offer and sell, from time to time, any combination of securities described in
this prospectus in one or more offerings with a maximum aggregate
offering price of $500,000,000.
This
prospectus provides you with a general description of the securities we may
offer. The registration statement we filed with the SEC includes or incorporates
by reference exhibits that provide more detail on descriptions of matters
discussed in this prospectus. Each time we offer and sell securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering, including the specific amounts, prices and terms of the
securities offered. The prospectus supplement may also add, update or change
information contained in this prospectus. If there is any inconsistency between
the information in this prospectus and the prospectus supplement, you should
rely on the information in the prospectus supplement. You should read this
prospectus and the related exhibits filed with the SEC and any prospectus
supplement together with additional information described under the heading
“Where You Can Find More Information.”
RISK
FACTORS
Investing
in our securities involves risks. Before making an investment
decision, you should read and carefully consider the risk factors described in
our annual, quarterly and current reports filed with the SEC, which are
incorporated by reference into this prospectus, as well as other information we
include or incorporate by reference in this prospectus before making an
investment decision. The prospectus supplement applicable to each
type or series of securities we offer may contain a discussion of additional
risks applicable to an investment in us and the particular types of securities
we are offering under that prospectus supplement.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, and other information with the SEC. These
SEC filings are available over the Internet at the SEC’s web site at
“http://www.sec.gov” or on our own website at
“http://www.thelacledegroup.com.” Information contained on our
website does not constitute part of this prospectus. You may also read and copy
any document we file at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the Public Reference Room.
The SEC
allows us to “incorporate by reference” into this prospectus the information we
file with the SEC, which means we can disclose important information by
referring you to those documents. The information we incorporate by
reference is an important part of this prospectus or any prospectus supplement
relating to an offering of our securities and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 and 15 of the Securities Exchange
Act of 1934 from the time we file the post-effective registration statement of
which this prospectus is a part until we sell all of the securities. These
documents contain important information about us and our finances. We
are not, however, incorporating, in each case, any documents or information that
we are deemed to furnish and not file in accordance with SEC rules.
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SEC
Filings (File No. 1-16681)
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Period/Date
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Annual
Report on Form 10-K
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Year
ended September 30, 2009
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Quarterly
Report on Form 10-Q
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Quarter
ended December 31, 2009
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Current
Reports on Form 8-K
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October
5, 2009
January
8, 2010
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Description
of our common stock and preferred stock purchase
rights
set forth in Registration Statement on Form 8-A
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September
6, 2001
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1
You may
request a copy of these filings at no cost by writing or telephoning us at the
following address:
The
Laclede Group, Inc.
Attn: Corporate
Secretary
720 Olive
Street, 15th Floor
St.
Louis, Missouri 63101
(314)
342-0873
THE
LACLEDE GROUP
General
We are a
public utility holding company. Our principal subsidiary is Laclede
Gas Company, founded in 1857, which provides natural gas service in Missouri to
approximately 630,000 residential, commercial and industrial customers in
metropolitan St. Louis and surrounding counties in eastern
Missouri. Our primary non-regulated subsidiary is Laclede Energy
Resources, Inc., which markets natural gas and related services to both
on-system utility transportation customers and customers outside of our
utility’s traditional service area. For more information about us and
our business you should refer to the additional information described under the
caption “Where You Can Find More Information.”
Our
principal offices are located at 720 Olive Street, St. Louis, Missouri, 63101
and our telephone number is 314-342-0500.
New
Accounting Pronouncement and Evaluation of Segment Performance
Since we
filed our annual report on Form 10-K for our 2009 fiscal year, we have made
certain non-material adjustments to our consolidated financial statements in
that report: (1) the computation of earnings per share pursuant to
Financial Accounting Standards Board (FASB) Staff Position (FSP) No. EITF
03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions are Participating Securities,” as codified in FASB
Accounting Standards Codification Topic 260, “Earnings per Share;” and (2) the
measure of profit (loss) used to evaluate segment performance.
On
October 1, 2009, we adopted FSP No. EITF 03-6-1, which provides that unvested
share-based payment awards that contain non-forfeitable rights to dividends are
participating securities and must be included in the computation of earnings per
share pursuant to the two-class method. This means that our
stock-based compensation awards that pay non-forfeitable dividends to the
participants during the vesting period are deemed participating securities under
this FSP and must be included in the basic and diluted earnings per share
calculations. This FSP must be applied retrospectively to all
prior-period earnings per share data presented. The effect of
adoption of this FSP reduced both basic and diluted earnings per share data from
originally reported amounts by no more than $0.03 per share for each year in the
three-year period ended September 30, 2009. Reported net income and
cash flows in the prior periods were unaffected by adoption of this
FSP.
As our
non-regulated subsidiary, Laclede Energy Resources, Inc., continues to expand
its business, the number of transactions accounted for through fair value
measurements has increased. In fiscal year 2010, management began
evaluating the performance of our operating segments based on the
computation of net economic earnings, in addition to income from
continuing operations. Net economic earnings exclude from reported
income from continuing operations the after-tax impact of net unrealized gains
and losses on energy-related derivative contracts, including the unrealized
ineffective portions of accounting hedges. Essentially all of these
amounts are attributable to the Non-Regulated Gas Marketing
segment.
For
comparative purposes, the measurement of segment performance for prior periods
is presented below showing both the prior-period presentation and the
current-period presentation:
2
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Segment
Information (Thousands)
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Fiscal
2009
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Fiscal
2008
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Fiscal
2007
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Income
(loss) from continuing operations
(prior
presentation):
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Regulated Gas Distribution
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$33,163
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$39,139
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$32,133
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Non-Regulated Gas Marketing
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31,416
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19,258
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13,334
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Other
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(332)
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(607)
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1,024
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Unallocated/Eliminations
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--
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(264)
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(747)
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Consolidated
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$64,247
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$57,526
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$45,744
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Net
economic earnings (loss)
(current
presentation):
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Regulated Gas Distribution
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$33,057
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$39,139
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$32,133
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Non-Regulated Gas Marketing
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28,081
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20,886
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13,672
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Other
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(332)
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(607)
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1,024
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Unallocated/Eliminations
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--
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(264)
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(747)
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Consolidated
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$60,806
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$59,154
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$46,082
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USE
OF PROCEEDS
Unless we
state otherwise in any applicable prospectus supplement, we intend to use the
net proceeds from any sale of the offered securities for general corporate
purposes, including for working capital, repaying indebtedness, and funding
capital projects and acquisitions.
RATIOS
OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratios of earnings to fixed charges for the
respective periods indicated:
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Fiscal
Years Ended September 30,
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12
Months Ended December 31, 2009
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2005
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2006
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2007
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2008
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2009
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Ratio
of earnings to fixed charges
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2.82
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2.97
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2.92
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3.69
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4.06
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3.84
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For purposes of computing the ratios of
earnings to fixed charges, earnings consist of income from continuing operations
plus applicable income taxes and fixed charges. Fixed charges include all
interest expense and the portion of rent expense deemed representative of the
interest component.
3
DESCRIPTION
OF DEBT SECURITIES
General
The description below contains
summaries of selected provisions of the indentures, including supplemental
indentures, under which the unsecured debt securities will be
issued. These summaries are not complete. The indentures
and the form of the supplemental indentures applicable to the debt securities
are exhibits to the registration statement. You should read them for
provisions that may be important to you.
We are not required to issue future
issues of indebtedness under the indentures described in this
prospectus. We are free to use other indentures or documentation,
containing provisions different from those described in this prospectus, in
connection with future issues of other indebtedness not under this registration
statement.
The debt securities will be represented
either by global senior debt securities registered in the name of The Depository
Trust Company (“DTC”), as depository (“Depository”), or its nominee, or by
securities in certificated form issued to the registered owners, as set forth in
the applicable prospectus supplement. See the information under the
heading “Book-Entry Securities” in this prospectus.
Unless
otherwise provided, we may reopen a series, without the consent of the holders
of the debt securities of that series for issuance of additional debt securities
of that series. Unless otherwise described in the applicable prospectus
supplement, neither indenture described above limits or will limit the aggregate
amount of debt, including secured debt, we or our subsidiaries may
incur.
The
following briefly summarizes the material provisions of the indentures and the
debt securities. You should read the more detailed provisions of the applicable
indenture, including the defined terms, for provisions that may be important to
you. The indentures have been filed as exhibits to the registration statement of
which this prospectus is a part. Copies of the indentures may also be obtained
from us or the applicable trustee.
The applicable prospectus supplement
relating to any series of debt securities will describe the following terms,
where applicable:
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·
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the
title of the debt securities;
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·
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whether
the debt securities will be senior or subordinated
debt;
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·
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the
total principal amount of the debt
securities;
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·
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the
percentage of the principal amount at which the debt securities will be
sold and, if applicable, the method of determining the
price;
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·
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the
maturity date or dates or the method of determining the maturity date or
dates;
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·
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the
interest rate or the method of computing the interest
rate;
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·
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the
date or dates from which any interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and any
related record dates;
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·
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the
location where payments on the debt securities will be
made;
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·
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the
terms and conditions on which the debt securities may be redeemed at our
option;
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·
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any
of our obligations to redeem, purchase or repay the debt securities at the
option of a holder
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4
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·
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upon
the happening of any event and the terms and conditions of redemption,
purchase or repayment;
any
provisions for the discharge of our obligations relating to the debt
securities by deposit of funds or United States government
obligations;
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·
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whether
the debt securities are to trade in book-entry form and the terms and any
conditions for exchanging the global security in whole or in part for
paper certificates;
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·
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any
material provisions of the applicable indenture described in this
prospectus that do not apply to the debt
securities;
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·
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any
additional events of default;
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·
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the
terms, if any, pursuant to which the debt securities may be converted into
or exchanged for shares of our capital stock or other securities;
and
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·
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any
other specific terms of the debt
securities.
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Federal
income tax consequences and other special considerations applicable to any debt
securities issued by us at a discount may be described in the applicable
prospectus supplement.
Registration, Transfer and
Exchange. Unless otherwise indicated in the applicable prospectus
supplement, each series of debt securities will initially be issued in the form
of one or more global securities, in registered form, without coupons, as
described under “Book-Entry Securities.” The global securities will be
registered in the name of DTC, as depositary, or its nominee, and deposited
with, or on behalf of, the depositary. Except in the circumstances described
under “Book-Entry Securities,” owners of beneficial interests in a global
security will not be entitled to have debt securities registered in their names,
will not receive or be entitled to receive physical delivery of any debt
securities and will not be considered the registered holders thereof under the
debt indenture.
Debt
securities of any series will be exchangeable for other debt securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Subject to the terms of the applicable indenture and the
limitations applicable to global securities, debt securities may be presented
for exchange or registration of transfer, duly endorsed or accompanied by a duly
executed instrument of transfer, at the office of any security registrar we may
designate for such purpose, without service charge but upon payment of any taxes
and other governmental charges as described in the applicable
indenture.
Unless
otherwise indicated in the applicable prospectus supplement, the security
registrar will be the trustee under the applicable indenture. We may at any time
designate additional security registrars or rescind the designation of any
security registrar or approve a change in the office through which any security
registrar acts, except that we will be required to maintain a security registrar
in each place of payment for the debt securities of each series.
Payment and Paying
Agents. Principal of and interest and premium, if any, on debt securities
issued in the form of global securities will be paid in the manner described
under “Book-Entry Securities.”
Unless
otherwise indicated in the applicable prospectus supplement, the principal of
and any premium and interest on debt securities of a particular series in the
form of certificated securities will be payable at the office of the trustee or
at the authorized office of any paying agent or paying agents upon presentation
and surrender of such debt securities. We may at any time designate additional
paying agents or rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, except that we will be
required to maintain a paying agent in each place of payment for the debt
securities of a particular series.
5
All
monies we pay to a trustee or a paying agent for the payment of the principal
of, and premium or interest, if any, on, any debt security that remain unclaimed
at the end of two years after such principal, premium or interest shall have
become due and payable will be repaid to us. The holder of such debt security
thereafter may look only to us for payment thereof, subject to the laws of
unclaimed property.
Redemption. Any terms
for the optional or mandatory redemption of the debt securities will be set
forth in the applicable prospectus supplement. Unless otherwise indicated in the
applicable prospectus supplement, debt securities will be redeemable by us only
upon notice by mail not less than 30 nor more than 60 days prior to the date
fixed for redemption, and, if less than all the debt securities of a series are
to be redeemed, the particular debt securities to be redeemed will be selected
by the method provided for that particular series, or in the absence of any such
provision, by the trustee in the manner it deems fair and
appropriate.
Any
notice of redemption at our option may state that redemption will be conditional
upon receipt by the trustee or the paying agent or agents, on or prior to the
date fixed for such redemption, of money sufficient to pay the principal of and
premium, if any, and interest on, the debt securities and that if that money has
not been so received, the notice will be of no force and effect and we will not
be required to redeem the debt securities.
Annual Notice to
Trustee. We will provide to each trustee an annual statement by an
appropriate officer as to our compliance with all conditions and covenants under
the applicable indenture.
Notices. Notices to
holders of debt securities will be given by mail to the addresses of the holders
as they may appear in the security register for the applicable debt
securities.
Title. We, the
trustee, and any agents of us or the trustee, may treat the person in whose name
debt securities are registered as the absolute owner of those debt securities,
whether or not those debt securities may be overdue, for the purpose of making
payments and for all other purposes irrespective of notice to the
contrary.
Governing Law. Each
indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
Regarding the
Trustee. The Bank of New York Mellon is the trustee under the senior debt
indenture as well as under the subordinated debt indenture.
A trustee
may resign at any time by giving written notice to us or may be removed at any
time by act of the holders of a majority in principal amount of all series of
debt securities then outstanding delivered to the trustee and us. No resignation
or removal of a trustee and no appointment of a successor trustee will be
effective until the acceptance of appointment by a successor trustee. So long as
no event of default or event which, after notice or lapse of time, or both,
would become an event of default has occurred and is continuing and except with
respect to a trustee appointed by act of the holders, if we have delivered to
the trustee a resolution of our board of directors appointing a successor
trustee and that successor has accepted such appointment in accordance with the
terms of the applicable indenture, the trustee will be deemed to have resigned
and the successor will be deemed to have been appointed as trustee in accordance
with the applicable indenture.
Each
indenture provides that our obligations to compensate the trustee and reimburse
the trustee for expenses, disbursements and advances will be secured by a lien
prior to that of the applicable senior debt securities upon the property and
funds held or collected by the trustee as such.
Consolidation, Merger or
Sale of Assets. Each indenture provides that we may consolidate with or
merge into, or sell, lease or convey our property as an entirety or
substantially as an entirety to any other corporation if the successor
corporation assumes our obligations under the debt securities and the indentures
and is organized and existing under the laws of the United States, any state
thereof or the District of Columbia.
6
Senior
Debt Securities
General. The
following summaries of some important provisions of the senior debt indenture
(including its supplements) are not complete and are subject to, and qualified
in their entirety by, all of the provisions of the senior debt indenture, which
is an exhibit to the registration statement of which this prospectus forms a
part.
Ranking. The
senior debt securities will be our direct unsecured general obligations and will
rank equally with all of our other unsecured and unsubordinated debt. As of
December 31, 2009, we had no outstanding debt, but as of that date, Laclede Gas
had outstanding mortgage obligations, including current obligations, of
approximately $390 million.
We are a
holding company that derives substantially all of our income from our operating
subsidiaries and primarily from our utility subsidiary. As a result, our cash
flows and consequent ability to service our debt, including the senior debt
securities, are dependent upon the earnings of our subsidiaries and distribution
of those earnings to us and other payments or distributions of funds by our
subsidiaries to us, including payments of principal and interest under
intercompany indebtedness. Our operating subsidiaries are separate and distinct
legal entities and will have no obligation, contingent or otherwise, to pay any
dividends or make any other distributions (except for payments required under
the terms of intercompany indebtedness) to us or to otherwise pay amounts due
with respect to the senior debt securities or to make specific funds available
for such payments. Various financing arrangements, charter provisions and
regulatory requirements may impose certain restrictions on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends, loans or
advances. Furthermore, except to the extent we have a priority or equal claim
against our subsidiaries as a creditor, the senior debt securities will be
effectively subordinated to debt and preferred stock at the subsidiary level
because, as the direct or indirect common shareholder of our subsidiaries, we
will be subject to the prior claims of creditors of our subsidiaries. As of
December 31, 2009, our subsidiaries had approximately $390 million of aggregate
outstanding debt.
Events of
Default. Each of the following will constitute an event of
default under the senior debt indenture with respect to senior debt securities
of any series:
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failure
to pay principal of or premium, if any, on any senior debt security of
that series, as the case may be, within three business days after
maturity;
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failure
to pay interest on the senior debt securities of such series within 60
days after the same becomes due and
payable;
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failure
to perform or breach of any of our other covenants or warranties in the
senior debt indenture (other than a covenant or warranty solely for the
benefit of one or more series of senior debt securities other than that
series) for 90 days after written notice to us by the trustee or to us and
the trustee by the holders of at least 33% in aggregate principal amount
of the outstanding senior debt securities of that
series;
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certain
events of bankruptcy, insolvency, reorganization, assignment or
receivership; or
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any
other event of default specified in the applicable prospectus supplement
with respect to senior debt securities of a particular
series.
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No event
of default with respect to the senior debt securities of a particular series
necessarily constitutes an event of default with respect to the senior debt
securities of any other series issued under the senior debt
indenture.
If an
event of default with respect to any series of senior debt securities occurs and
is continuing, then either the trustee for such series or the holders of at
least 33% in aggregate principal amount of the outstanding senior debt
securities of that series, by notice in writing, may declare the principal
amount of
7
At any
time after an acceleration with respect to the senior debt securities of any
series has been declared, but before a judgment or decree for the payment of the
money due has been obtained, the event or events of default giving rise to such
acceleration will be considered waived, and the acceleration will be considered
rescinded and annulled, if
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we
pay or deposit with the trustee for such series a sum sufficient to pay
all matured installments of interest on all senior debt securities of that
series, the principal of and premium, if any, on the senior debt
securities of that series that have become due otherwise than by
acceleration and interest, if any, thereon at the rate or rates specified
in such senior debt securities, interest, if any, upon overdue
installments of interest at the rate or rates specified in such
senior debt securities, to the extent that payment of such interest is
lawful, and all amounts due to the trustee for that series under the
senior debt indenture; or
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any
other event or events of default with respect to the senior debt
securities of such series have been cured or waived as provided in the
senior debt indenture.
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However,
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or impair any related right.
There is
no automatic acceleration, even in the event of our bankruptcy, insolvency or
reorganization.
Other
than its duties in case of an event of default, the trustee is not obligated to
exercise any of its rights or powers under the senior debt indenture at the
request, order or direction of any of the holders, unless the holders offer the
trustee a reasonable indemnity. If they provide a reasonable indemnity, the
holders of a majority in principal amount of any series of senior debt
securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any power conferred upon the trustee. However, if the event of default relates
to more than one series, only the holders of a majority in aggregate principal
amount of all affected series will have the right to give this direction. The
trustee is not obligated to comply with directions that conflict with law or
other provisions of the senior debt indenture.
No holder
of senior debt securities of any series will have any right to institute any
proceeding under the senior debt indenture, or to exercise any remedy under the
senior debt indenture, unless:
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the
holder has previously given to the trustee written notice of a continuing
event of default;
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the
holders of a majority in aggregate principal amount of the outstanding
senior debt securities of all series in respect of which an event of
default shall have occurred and be continuing have made a written request
to the trustee and have offered reasonable indemnity to the trustee to
institute proceedings; and
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the
trustee has failed to institute any proceeding for 60 days after notice
and has not received any direction inconsistent with the written request
of holders during that period.
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However,
the limitations discussed above do not apply to a suit by a holder of a debt
security for payment of the principal of, or premium, if any, or interest, if
any, on, a senior debt security on or after the applicable due
date.
Modification and
Waiver. We and the trustee may enter into one or more
supplemental indentures
8
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to
evidence the assumption by any permitted successor of our covenants in the
senior debt indenture and in the senior debt
securities;
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to
add additional covenants or to surrender any of our rights or powers under
the senior debt indenture;
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to
add additional events of default;
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to
change, eliminate, or add any provision to the senior debt indenture;
provided, however, if the change, elimination, or addition will adversely
affect the interests of the holders of senior debt securities of any
series in any material respect, such change, elimination, or addition will
become effective only:
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when
the consent of the holders of senior debt securities of such series has
been obtained in accordance with the senior debt indenture;
or
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when
no debt securities of the affected series remain outstanding under the
senior debt indenture;
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to
provide collateral security for all but not part of the senior debt
securities;
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to
establish the form or terms of senior debt securities of any other series
as permitted by the senior debt
indenture;
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to
provide for the authentication and delivery of bearer securities and
coupons attached thereto;
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to
evidence and provide for the acceptance of appointment of a successor
trustee;
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to
provide for the procedures required for use of a noncertificated system of
registration for the senior debt securities of all or any
series;
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to
change any place where principal, premium, if any, and interest shall be
payable, debt securities may be surrendered for registration of transfer
or exchange and notices to us may be served;
or
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to
cure any ambiguity or inconsistency or to make any other provisions with
respect to matters and questions arising under the senior debt indenture;
provided that such action shall not adversely affect the interests of the
holders of senior debt securities of any series in any material
respect.
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The holders of a majority in aggregate
principal amount of the senior debt securities of all series then outstanding
may waive our compliance with certain restrictive provisions of the senior debt
indenture. The holders of a majority in principal amount of the outstanding
senior debt securities of any series may waive any past default under the senior
debt indenture with respect to that series, except a default in the payment of
principal, premium, if any, or interest and certain covenants and provisions of
the senior debt indenture that cannot be modified or be amended without the
consent of the holder of each outstanding senior debt security of the series
affected.
If the Trust Indenture Act of 1939 is
amended after the date of the senior debt indenture in such a way as to require
changes to the senior debt indenture, the senior debt indenture will be deemed
to be amended so as to conform to such amendment of the Trust Indenture Act of
1939. We and the trustee may, without the consent of any holders, enter into one
or more supplemental indentures to evidence such an
9
The consent of the holders of a
majority in aggregate principal amount of the senior debt securities of all
series then outstanding is required for all other modifications to the senior
debt indenture. However, if less than all of the series of senior debt
securities outstanding are directly affected by a proposed supplemental
indenture, then the consent only of the holders of a majority in aggregate
principal amount of all series that are directly affected will be required. No
such amendment or modification may:
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change
the stated maturity of the principal of, or any installment of principal
of or interest on, any senior debt security, or reduce the principal
amount of any senior debt security or its rate of interest or change the
method of calculating such interest rate or reduce any premium payable
upon redemption, or change the currency in which payments are made, or
impair the right to institute suit for the enforcement of any payment on
or after the stated maturity of any senior debt security, without the
consent of the holder;
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reduce
the percentage in principal amount of the outstanding senior debt
securities of any series whose consent is required for any supplemental
indenture or any waiver of compliance with a provision of the senior debt
indenture or any default thereunder and its consequences, or reduce the
requirements for quorum or voting, without the consent of all the holders
of the series; or
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modify
certain of the provisions of the senior debt indenture relating to
supplemental indentures, waivers of certain covenants and waiver of past
defaults with respect to the senior debt securities of any series, without
the consent of the holder of each outstanding senior debt security
affected thereby.
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A supplemental indenture that changes
the senior debt indenture solely for the benefit of one or more particular
series of senior debt securities, or modifies the rights of the holders of
senior debt securities of one or more series, will not affect the rights under
the senior debt indenture of the holders of the senior debt securities of any
other series.
The senior debt indenture provides that
senior debt securities owned by us or anyone else required to make payment on
the senior debt securities shall be disregarded and considered not to be
outstanding in determining whether the required holders have given a request or
consent.
We may fix in advance a record date to
determine the required number of holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other act of the holders,
but we shall have no obligation to do so. If a record date is fixed for that
purpose, the request, demand, authorization, direction, notice, consent, waiver
or other act of the holders may be given before or after that record date, but
only the holders of record at the close of business on that record date will be
considered holders for the purposes of determining whether holders of the
required percentage of the outstanding senior debt securities have authorized or
agreed or consented to the request, demand, authorization, direction, notice,
consent, waiver or other act of the holders. For that purpose, the outstanding
senior debt securities shall be computed as of the record date. Any request,
demand, authorization, direction, notice, consent, election, waiver or other act
of a holder shall bind every future holder of the same senior debt securities
and the holder of every senior debt security issued upon the registration of
transfer of or in exchange for those senior debt securities. A transferee will
be bound by acts of the trustee or us taken in reliance upon an act of holders
whether or not notation of that action is made upon that senior debt
security.
Satisfaction and
Discharge. We will be discharged from our obligations on the
senior debt securities of a particular series, or any portion of the principal
amount of the senior debt securities of such series, if we irrevocably deposit
with the trustee sufficient cash or government securities to pay the principal,
or portion of principal, interest, any premium and any other sums when due on
the senior debt securities of such series at their maturity, stated maturity
date, or redemption.
The
indenture will be deemed satisfied and discharged when no senior debt securities
remain
10
Subordinated
Debt Securities
General. The
subordinated debt securities will be unsecured and issued under the subordinated
indenture dated December 16, 2002 between us and The Bank of New York Mellon
and, unless otherwise specified in the applicable prospectus supplement, will
rank equally with our other unsecured and subordinated indebtedness. The
subordinated indenture does not limit the aggregate principal amount of
subordinated debt securities that may be issued under the subordinated
indenture.
Subordination. Unless
otherwise specified in the applicable prospectus supplement, the subordinated
debt securities will rank subordinated and junior in right of payment, to the
extent set forth in the subordinated indenture, to all of our “senior
indebtedness.”
“Senior
indebtedness” means distributions on the following, including any outstanding on
the date of execution of the subordinated debt indenture or thereafter incurred,
created or assumed:
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our
indebtedness for money borrowed or evidenced by the senior debt securities
or any debentures (other than the subordinated debt securities), notes,
bankers’ acceptances or other corporate debt securities or similar
instruments issued by us;
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our
capital lease obligations;
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our
obligations incurred for deferring the purchase price of property, with
respect to conditional sales, and under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of
business);
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our
obligations with respect to letters of
credit;
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all
indebtedness of others of the type referred to in the four preceding
bullet points assumed by or guaranteed in any manner by us or in effect
guaranteed by us;
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all
indebtedness of others of the type referred to in the five preceding
bullet points secured by a lien on any of our property or assets;
or
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renewals,
extensions or refundings of any of the indebtedness referred to in the
preceding six bullet points unless, in the case of any particular
indebtedness, renewal, extension or refunding, under the express
provisions of the instrument creating or evidencing the same or the
assumption or guarantee of the same, or pursuant to which the same is
outstanding, such indebtedness or such renewal, extension or refunding
thereof is not superior in right of payment to the subordinated debt
securities.
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If we default in the payment of any
distributions on any senior indebtedness when it becomes due and payable after
any applicable grace period, then, unless and until the default is cured or
waived or ceases to exist, we cannot make a payment on account of or redeem or
otherwise acquire the subordinated debt securities issued under the subordinated
indenture. The subordinated indenture provisions described in this paragraph,
however, do not prevent us from making sinking fund payments on subordinated
debt securities acquired prior to the maturity of senior indebtedness or, in the
case of default, prior to such default and notice thereof. If there is any
insolvency, bankruptcy, liquidation or other similar proceeding relating to us,
our creditors or our property, then all senior indebtedness must be paid in full
before any payment may be made to any holders of subordinated debt securities.
Holders of subordinated debt securities must return and deliver any payments
received by them, other than in a plan of reorganization or through a defeasance
trust as described below, directly to the holders of senior indebtedness until
all senior indebtedness is paid in full.
11
The subordinated indenture does not
limit the total amount of senior indebtedness that may be issued. As of December
31, 2009, we had no senior indebtedness but Laclede Gas had outstanding mortgage
obligations, including current obligations, of approximately $390
million.
Events of Default.
The subordinated indenture provides that events of default regarding any series
of subordinated debt securities include the following events that shall have
occurred and be continuing:
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failure
to pay required interest on the series of subordinated debt securities for
30 days;
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failure
to pay when due principal on the series of subordinated debt
securities;
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failure
to make any required deposit or payment of any sinking fund or analogous
payment on the series of subordinated debt securities when
due;
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failure
to perform, for 90 days after notice, any other covenant in the
subordinated indenture applicable to the series of subordinated debt
securities; and
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certain
events of bankruptcy or insolvency, whether voluntary or
not.
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If an event of default regarding
subordinated debt securities of any series should occur and be continuing,
either the subordinated debt securities trustee or the holders of at least 25%
in total principal amount of outstanding subordinated debt securities of such
series may declare each subordinated debt security of that series immediately
due and payable.
Holders
of a majority in total principal amount of the outstanding subordinated debt
securities of any series will be entitled to control certain actions of the
subordinated debt securities trustee and to waive past defaults regarding such
series. The trustee generally will not be required to take any action requested,
ordered or directed by any of the holders of subordinated debt securities,
unless one or more of such holders shall have offered to the trustee reasonable
security or indemnity.
Before
any holder of any series of subordinated debt securities may institute action
for any remedy, except payment on such holder’s subordinated debt securities
when due, the holders of not less than 25% in principal amount of the
subordinated debt securities of that series outstanding must request the
subordinated debt securities trustee to take action. Holders must also offer and
give the subordinated debt securities trustee satisfactory security and
indemnity against liabilities incurred by the trustee for taking such
action.
We are
required to annually furnish the subordinated debt securities trustee a
statement as to our compliance with all conditions and covenants under the
subordinated indenture. The subordinated debt securities trustee is required,
within 90 days after the occurrence of a default with respect to a series of
subordinated debt securities, to give notice of all defaults affecting such
series of subordinated debt securities to each holder of such series of
debentures. However, the subordinated indenture provides that the subordinated
debt securities trustee may withhold notice to the holders of the subordinated
debt securities of any series of any default affecting such series, except
payment on holders’ subordinated debt securities when due, if it considers
withholding notice to be in the interests of the holders of the subordinated
debt securities of such series.
Modification and
Waiver. The subordinated indenture permits us and the
subordinated debt securities trustee to enter into supplemental indentures
without the consent of the holders of the subordinated debt securities
to:
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establish
the form and terms of any series of securities under the subordinated
indenture;
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secure
the debentures with property or
assets;
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evidence
the succession of another corporation to us, and the assumption by the
successor corporation of our obligations, covenants and agreements under
the subordinated indenture;
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add
covenants from us for the benefit of the holders of the subordinated debt
securities;
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cure
any ambiguity or correct or supplement any provision in the subordinated
indenture or any supplement to the subordinated indenture, provided that
no such action adversely affects the interests of the holders of the
subordinated debt securities; and
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evidence
and provide for the acceptance of a successor
trustee.
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The subordinated indenture also permits
us and the subordinated debt securities trustee, with the consent of the holders
of a majority in total principal amount of the subordinated debt securities of
all series then outstanding and affected (voting as one class), to change in any
manner the provisions of the subordinated indenture or modify in any manner the
rights of the holders of the subordinated debt securities of each such affected
series. We and the trustee may not, without the consent of the holder of each of
the subordinated debt securities affected, enter into any supplemental indenture
to:
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change
the time of payment of the
principal;
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reduce
the principal amount of such subordinated debt
securities;
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reduce
the rate or change the time of payment of interest on such subordinated
debt securities;
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reduce
any amount payable upon redemption of such subordinated debt securities;
or
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impair
the right to institute suit for the enforcement of any payment on any
subordinated debt securities when
due.
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In addition, no such modification may
reduce the percentage in principal amount of the subordinated debt securities of
the affected series, the consent of whose holders is required for any such
modification or for any waiver provided for in the subordinated
indenture.
Prior to the acceleration of the
maturity of any subordinated debt securities, the holders, voting as one class,
of a majority in total principal amount of the subordinated debt securities with
respect to which a default or event of default has occurred and is continuing,
may, on behalf of the holders of all such affected subordinated debt securities,
waive any past default or event of default and its consequences, except a
default or event of default in the payment of the principal or interest or in
respect of a covenant or provision of the applicable indenture or of any
subordinated debt securities that cannot be modified or amended without the
consent of the holder of each subordinated debt securities
affected.
Satisfaction and
Discharge. The subordinated indenture provides that, at our
option, we will be discharged from all obligations in respect of the
subordinated debt securities of a particular series then outstanding (except for
certain obligations to register the transfer of or exchange the subordinated
debt securities of such series, to replace stolen, lost or mutilated
subordinated debt securities of such series, and to maintain paying agencies) if
we in each case irrevocably deposit in trust with the relevant trustee money
and/or securities backed by the full faith and credit of the United States that
through the payment of the principal thereof and the interest thereon in
accordance with their terms, will provide money in an amount sufficient to pay
all the principal and interest on the subordinated debt securities of such
series on the stated maturities of such subordinated debt securities in
accordance with the terms thereof.
To exercise this option, we are
required to deliver to the relevant trustee an opinion of independent counsel to
the effect that the exercise of such option would not cause the holders of the
subordinated debt securities of such series to recognize income, gain or loss
for United States federal income tax purposes as a result of such defeasance,
and such holders will be subject to United States federal income tax on
the
13
DESCRIPTION
OF CAPITAL STOCK
General
The
following descriptions of our preferred and common stock and the relevant
provisions of our articles of incorporation and bylaws are summaries. These
summaries are qualified by reference to (1) our articles of incorporation and
bylaws that have been previously filed with the SEC and are exhibits to the
registration statement of which this prospectus is a part and (2) the applicable
provisions of The Missouri General and Business Corporation Law.
Under our
articles of incorporation, we are authorized to issue up to 75,000,000 shares of
capital stock, consisting of 70,000,000 shares of common stock, $l.00 par value
per share, and 5,000,000 shares of preferred stock, $25 par value per
share. At December 31, 2009, 22,252,467 shares of common stock and no
shares of preferred stock were issued and outstanding.
Because
we are a holding company and conduct all of our operations through our
subsidiaries, our cash flow and ability to pay dividends will be dependent on
the earnings and cash flows of our subsidiaries and the distribution or other
payment of those earnings to us in the form of dividends, or in the form of
loans to or repayments of loans from us. Some of our subsidiaries may
have restrictions on their ability to pay dividends including covenants under
their borrowing arrangements and mortgage indentures, and possibly also
restrictions imposed by their regulators. Currently, the Mortgage and
Deed of Trust of Laclede Gas Company, under which it issues its first mortgage
bonds, contains a covenant that restricts its ability to pay dividends to us as
its sole common stock shareholder. Under that covenant, as of
December 31, 2009, $286.9 million was available to pay
dividends. Further, the right of common shareholders to receive
dividends may be subject to our prior payment of dividends on any outstanding
shares of preferred stock.
Description
of Preferred Stock
Our
articles of incorporation authorize our board of directors to approve the
issuance of preferred stock in one or more series, without shareholder
action. Our board can determine the rights, preferences and
limitations of each series. Prior to the issuance of a series of
preferred stock, our board will adopt resolutions creating and designating the
series as a series of preferred stock. Our board of directors has the
authority to determine or fix the following terms with respect to shares of any
series of preferred stock:
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the
dividend rate, the dates of payment, and the date from which dividends
will accumulate, if dividends are to be
cumulative;
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whether
and upon what terms the shares will be
redeemable;
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whether
and upon what terms the shares will have a sinking
fund;
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whether
and upon what terms the shares will be convertible or
exchangeable;
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whether
the shares will have voting rights and the terms
thereof;
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any
amounts payable to the holders upon liquidation or dissolution, if any;
and
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any
other preferences, qualifications, limitations, restrictions and special
or relative rights.
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These
terms will be described in the prospectus supplement for any series of preferred
stock that we offer. In addition, you should read the prospectus
supplement relating to the particular series of the preferred stock offered
thereby for specific terms, including:
14
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the
title of the series of preferred stock and the number of shares
offered;
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the
initial public offering price at which we will issue the preferred stock;
and
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any
additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges and limitations and
restrictions.
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When we
issue the preferred stock, the shares will be fully paid and
non-assessable. This means that the full purchase price for the
outstanding preferred stock will have been paid and the holder
of such preferred stock will not be assessed any additional monies
for such preferred stock. Unless the applicable prospectus supplement
specifies otherwise:
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each
series of preferred stock will rank senior to our common stock and equally
in all respects with the outstanding shares of each other series of
preferred stock; and
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the
preferred stock will have no preemptive rights to subscribe for any
additional securities that we may issue in the future. This
means that the holder of preferred stock will have no right, as holder of
preferred stock, to buy any portion of those issued
securities.
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Description
of Common Stock
Listing. Our
outstanding shares of common stock are listed on the New York Stock Exchange
under the symbol “LG.” Any additional common stock we issue will also
be listed on the New York Stock Exchange.
Liquidation
Rights. In
the event of any dissolution, liquidation or winding up of our affairs
voluntarily or involuntarily, the holders of our common stock will be entitled
to receive the remainder, if any, of our assets after the payment of all our
debts and liabilities and after the payment in full of any preferential amounts
to which holders of any preferred stock may be entitled.
Voting
Rights. Except as
otherwise provided by law and subject to the voting rights of holders of our
preferred stock that may be issued in the future, all voting power rests
exclusively in the holders of shares of our common stock. Each holder of our
common stock is entitled to one vote per share on all matters submitted to a
vote at a meeting of shareholders, including the election of directors. The
common stock votes together as a single class. The holders of our common stock
are not entitled to cumulate votes for the election of directors. At annual and
special meetings of shareholders, the holders of a majority of the outstanding
shares of common stock, present in person or by proxy, constitute a
quorum.
Miscellaneous. The
holders of our common stock have no preemptive or preferential rights to
subscribe for or purchase any part of any new or additional issue of stock or
securities convertible into stock. The outstanding shares of our common stock
and the shares of common stock offered hereby will be, upon payment for them,
fully paid and non-assessable. Our common stock does not contain any redemption
provisions or conversion rights.
Transfer
Agent and Registrar. Computershare Trust Company, N. A. acts
as transfer agent and registrar for our common stock. Its address is
P. O. Box 43078, Providence, RI 02940-3078. You can reach it at
1-800-884-4225.
Certain
Anti-takeover Matters
It is not
the intent of our board of directors to discourage legitimate offers to enhance
shareholder value. Provisions of our articles of incorporation or bylaws,
however, may have the effect of discouraging unilateral tender offers or other
attempts to acquire our business. These provisions include the classification of
our directors with three-year staggered terms, the requirement that director
nominations by shareholders be made not less than 60 nor more than 90 days prior
to the date of the shareholder meeting, and the ability of the board, without
further action of the holders of common stock, to issue one or more series of
preferred stock from time to time, which may have terms more favorable than the
common stock, including, among
15
These
provisions might discourage a potentially interested purchaser from attempting a
unilateral takeover bid for us on terms that some shareholders might favor. If
these provisions discourage potential takeover bids, they might limit the
opportunity for our shareholders to sell their shares at a premium.
In
addition, our articles of incorporation do not provide for cumulative voting in
the election of directors. Cumulative voting permits shareholders to multiply
their number of votes by the total number of directors being elected and to cast
their total number of votes for one or more candidates in each shareholder’s
discretion.
Our
bylaws also include provisions setting forth specific conditions and
restrictions under which business may be transacted at meetings of shareholders.
For example, no business may be transacted at a meeting unless it
is:
|
·
|
specified
in the notice of meeting;
|
|
·
|
otherwise
brought before the meeting by or at the direction of the board of
directors or a committee thereof;
or
|
|
·
|
brought
before the meeting by a shareholder of record who provided notice and
other specified information in writing to the corporate secretary not less
than 60 nor more than 90 days prior to the
meeting.
|
These
provisions may restrict the content of the issues to be discussed at a
shareholders’ meeting.
In
addition, the issuance of authorized but unissued shares of our common or
preferred stock may have an anti-takeover effect. These shares might be issued
by our board of directors without shareholder approval in transactions that
might prevent or render more difficult or costly the completion of a takeover
transaction by, for example, diluting voting or other rights of the proposed
acquiror. In this regard, our articles of incorporation grant the board of
directors broad powers to establish the rights and preferences of the authorized
but unissued preferred stock, one or more series of which could be issued
entitling holders to vote separately as a class on any proposed merger or
consolidation, to convert the stock into shares of our common stock or possibly
other securities, to demand redemption at a specified price under prescribed
circumstances related to a change in control or to exercise other rights
designed to impede a takeover.
Missouri
Shareholder Protection Statutes
We are
subject to Missouri corporate statutes that restrict the voting rights of a
person who acquires 20% or more of our outstanding common stock as well as that
person’s ability to enter into a business combination with us.
The
control share acquisition statute provides that shares acquired that would cause
the acquiring person’s aggregate voting power to meet or exceed any of three
thresholds (20%, 33-1/3% or a majority) have no voting rights unless such voting
rights are granted by a majority vote of the holders of the shares not owned by
the acquiring person or any of our officers or directors or
employee-directors. The statute sets out a procedure whereby the
acquiring person may call a special shareholders meeting for the purpose of
considering whether voting rights should be conferred. Acquisitions
as part of a merger or exchange offer arising out of an agreement to which we
are a party are exempt from the statute.
The
business combination statute restricts transactions between us and a beneficial
owner of 20% or more of our voting stock. A business combination is
defined in the statute as any of the following transactions with or proposed by
an interested shareholder: merger, consolidation, disposition of assets,
significant securities issuance, liquidation, dissolution, reclassification of
securities, loan, advance, guarantee, pledge or tax credit. Generally
the statute prohibits for five years from the date one becomes an interested
shareholder a business combination between us and the interested shareholder
unless the business
16
Application
of the control share acquisition and business combination statutes are automatic
unless we take steps to “opt out” of their application. We have not
“opted out” of the statutes.
Shareholder
Rights Plan
Our board
of directors declared a dividend of one preferred share purchase right for each
outstanding share of our common stock held of record at the close of business on
October 1, 2001. Shares of common stock issued after October 1, 2001
and prior to the October 1, 2011 expiration date will also have rights attached
to them. The rights were issued under a shareholder rights plan. Each
right entitles the registered holder to purchase from us one one-hundredth of a
share of Series A Junior Participating Preferred stock, par value $25.00 per
share, at an exercise price of $90 per one one-hundredth of a share, subject to
adjustment upon the occurrence of certain dilutive events. The rights
will become exercisable and begin to trade separately from the common stock only
if a person or group acquires 20% or more of our common stock or announces a
tender offer for 20% or more of our common stock. If a person or group acquires
20% or more of our common stock, each right will entitle its holder to purchase,
at the right’s then-current exercise price, a number of shares of our common
stock having a market value of twice the exercise price. In addition, if we are
acquired in a merger or other business combination transaction, each right will
entitle its holder to purchase, at the right’s then-current exercise price, a
number of shares of the acquiring company’s common stock having a market value
of twice the exercise price. The acquiring person or group will not be entitled
to exercise these rights.
Our board
of directors at any time prior to any person or group acquiring 20% or more of
our common stock may (1) redeem the rights at $.01 per right or (2) exchange the
rights at an exchange rate of one share of common stock for each right
exchanged.
The rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
per share earnings.
We have
700,000 shares of preferred stock initially reserved for issuance upon exercise
of the rights. There is no junior participating preferred stock issued or
outstanding as of the date of this prospectus.
The
description and terms of the rights are set forth in an agreement between us and
UMB Bank, n.a., as rights agent. The preceding summary of the rights
and the shareholder rights plan is qualified in its entirety by reference to the
rights agreement and the description thereof each contained in our registration
statement on Form 8-A filed September 6, 2001, which is incorporated by
reference into this prospectus.
DESCRIPTION
OF STOCK PURCHASE CONTRACTS
AND
STOCK PURCHASE UNITS
We may
issue stock purchase contracts, including contracts obligating you to purchase
from us, and us to sell to you, a specified number of shares of our preferred or
common stock at a future date or dates. The price per share of stock and the
number of shares of stock may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula described in
the stock purchase contracts. We may issue stock purchase contracts separately
or as part of units, often known as stock purchase units, consisting of a stock
purchase contract and beneficial interests in:
|
·
|
senior
debt securities or subordinated debt securities;
or
|
|
·
|
debt
obligations of third parties, including U.S. Treasury
securities,
|
17
securing
your obligations to purchase the stock under the stock purchase contract. The
stock purchase contracts may require us to make periodic payments to you or vice
versa, and these payments may be unsecured or prefunded on some basis. The stock
purchase contracts may require you to secure your obligations in a specified
manner. The applicable prospectus supplement will describe the terms of the
stock purchase contracts or stock purchase units.
BOOK-ENTRY
SECURITIES
Unless
otherwise specified in the applicable prospectus supplement, we will issue
securities, other than our preferred or common stock, to investors in the form
of one or more book-entry certificates registered in the name of a depositary or
a nominee of a depositary. Unless otherwise specified in the
applicable prospectus supplement, the depositary will be DTC. We have
been informed by DTC that its nominee will be Cede &
Co. Accordingly, Cede is expected to be the initial registered holder
of all securities that are issued in book-entry form.
No person
that acquires a beneficial interest in securities issued in book-entry form will
be entitled to receive a certificate representing those securities, except as
set forth in this prospectus or in the applicable prospectus
supplement. Unless and until definitive securities are issued under
the limited circumstances described below, all references to actions by holders
or beneficial owners of securities issued in book-entry form will refer to
actions taken by DTC upon instructions from its participants, and all references
to payments and notices to holders or beneficial owners will refer to payments
and notices to DTC or Cede, as the registered holder of such
securities.
DTC has
informed us that it is:
|
·
|
a
limited-purpose trust company organized under New York banking
laws;
|
|
·
|
a
“banking organization” within the meaning of the New York banking
laws;
|
|
·
|
a
member of the Federal Reserve
System;
|
|
·
|
a
“clearing corporation” within the meaning of the New York Uniform
Commercial Code; and
|
|
·
|
a
“clearing agency” registered under the Securities Exchange
Act.
|
DTC has
also informed us that it was created to:
|
·
|
hold
securities for “participants”; and
|
|
·
|
facilitate
the computerized settlement of securities transactions among participants
through computerized electronic book-entry changes in participants’
accounts, thereby eliminating the need for the physical movement of
securities certificates.
|
Participants have accounts with DTC and
include securities brokers and dealers, banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to indirect
participants such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly.
Persons that are not participants or
indirect participants but desire to buy, sell or otherwise transfer ownership of
or interests in securities may do so only through participants and indirect
participants. Under the book-entry system, beneficial owners may experience some
delay in receiving payments as payments will be forwarded by our agent to Cede,
a nominee for DTC. These payments will be forwarded to DTC’s participants, which
thereafter will forward them to indirect participants or beneficial owners.
Beneficial owners will not be recognized by the applicable registrar, transfer
agent, trustee or depositary as registered
18
holders
of the securities entitled to the benefits of the certificate, the indenture or
any deposit agreement. Beneficial owners that are not participants will be
permitted to exercise their rights as an owner only indirectly through
participants and, if applicable, indirect participants.
Under the current rules and regulations
affecting DTC, DTC will be required to make book-entry transfers of securities
among participants and to receive and transmit payments to participants.
Participants and indirect participants with whom beneficial owners of securities
have accounts are also required by these rules to make book-entry transfers and
receive and transmit such payments on behalf of their respective account
holders.
Because DTC can act only on behalf of
participants who, in turn act, only on behalf of other participants or indirect
participants, and on behalf of certain banks, trust companies and other persons
approved by it, the ability of a beneficial owner of securities issued in
book-entry form to pledge those securities to persons or entities that do not
participate in the DTC system may be limited due to the unavailability of
physical certificates for the securities.
DTC has advised us that it will take
any action permitted to be taken by a registered holder of any securities under
our indenture or any instruments governing the securities, as the case may be,
only at the direction of one or more participants to whose accounts with DTC the
securities are credited.
According to DTC, it has provided
information with respect to DTC to its participants and other members of the
financial community for informational purposes only and is not intended to serve
as a representation, warranty or contract modification of any kind.
Unless otherwise specified in the
applicable prospectus supplement, a book-entry security will be exchangeable for
definitive securities registered in the names of persons other than DTC or its
nominee only if:
|
·
|
DTC
notifies us that it is unwilling or unable to continue as depositary for
the book-entry security or DTC ceases to be a clearing agency registered
under the Securities Exchange Act at a time when DTC is required to be so
registered; or
|
|
·
|
we
execute and deliver to the applicable registrar, transfer agent, trustee
and/or depositary an order complying with the requirements of the
indenture or any instruments governing the securities that the book-entry
security will be so exchangeable.
|
Any book-entry security that is
exchangeable in accordance with the preceding sentence will be exchangeable for
securities registered in such names as DTC directs.
If one of the events described in the
immediately preceding paragraph occurs, DTC is generally required to notify all
participants of the availability through DTC of definitive securities. Upon
surrender by DTC of the book-entry security representing the securities and
delivery of instructions for re-registration, the registrar, transfer agent,
trustee or depositary, as the case may be, will reissue the securities as
definitive securities. After reissuance of the securities, those persons will
recognize the beneficial owners of such definitive securities as registered
holders of securities.
Except as described above:
|
·
|
a
book-entry security may not be transferred except as a whole book-entry
security by or among DTC, a nominee of DTC and/or a successor depositary
appointed by us; and
|
|
·
|
DTC
may not sell, assign or otherwise transfer any beneficial interest in a
book-entry security unless the beneficial interest is in an amount equal
to an authorized denomination for the securities evidenced by the
book-entry security.
|
None of us, the trustees, any registrar
and transfer agent or any depositary, or any agent of any of
19
PLAN
OF DISTRIBUTION
We may
sell the offered securities through the solicitation of proposals of
underwriters or dealers to purchase the offered securities, through underwriters
or dealers on a negotiated basis, through agents or directly to a limited number
of purchasers or to a single purchaser.
The
prospectus supplement with respect to each offering of securities will set forth
the terms of such offering, including:
|
·
|
the
name or names of any underwriters, dealers or
agents;
|
|
·
|
the
purchase price of the offered securities and the proceeds to us from their
sale;
|
|
·
|
any
underwriting discounts and commissions and other items constituting
underwriters’ compensation;
|
|
·
|
any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers; and
|
|
·
|
any
securities exchange on which the offered securities may be
listed.
|
Any
initial public offering price, discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Underwriters
If
underwriters are used in the sale, they will acquire the offered securities for
their own account and may resell them on one or more occasions in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The offered
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of securities will be named in the prospectus
supplement relating to the offering and, if an underwriting syndicate is used,
the names of the managing underwriter or underwriters will be set forth on the
cover of that prospectus supplement. Unless otherwise set forth in the
prospectus supplement relating thereto, the obligations of the underwriters to
purchase the offered securities will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all the offered securities if
any are purchased.
Dealers
If
dealers are utilized in the sale of offered securities, we will sell such
offered securities to the dealers as principals. The dealers may then resell
such offered securities to the public at varying prices to be determined by such
dealers at the time of resale. The names of the dealers and the terms of the
transaction will be set forth in the related prospectus supplement.
Agents
The
offered securities may be sold directly by us or through agents designated by us
from time to time. Any agent involved in the offer or sale of the offered
securities in respect to which this prospectus is delivered will be named, and
any commissions payable by us to such agent will be set forth, in the related
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any such agent will be acting on a best-efforts basis for the period of its
appointment.
20
Direct
Sales
The
offered securities may be sold directly by us to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the related prospectus supplement.
Indemnification
Agents,
dealers and underwriters and the persons who control them may be entitled under
agreements with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which these agents, dealers or underwriters may be required to make
in respect thereof. Agents, dealers and underwriters may be customers of, engage
in transactions with, or perform services for us in the ordinary course of
business.
Remarketing
The
offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment under their terms, or
otherwise, by one or more firms (“remarketing firms”), acting as principals for
their own accounts or as agents for us. Any remarketing firm will be identified
and the terms of its agreement, if any, with its compensation will be described
in the applicable prospectus supplement. Remarketing firms may be deemed to be
underwriters, as such term is defined in the Securities Act, in connection with
the offered securities they remarket. Remarketing firms may be entitled under
agreements that may be entered into with us to indemnification or contribution
by us against certain civil liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions or perform
services for us and our subsidiaries in the ordinary course of
business.
No
Assurance of Liquidity
The
offered securities may or may not be listed on a national securities exchange.
You should read the prospectus supplement for a discussion of this matter. We
cannot assure you there will be a market for any of the offered
securities.
LEGAL
OPINIONS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal
matters will be passed upon for us by Mark C. Darrell, our General Counsel, and
Thompson Coburn LLP, St. Louis, Missouri; and for any underwriters by Pillsbury
Winthrop Shaw Pittman LLP, New York, New York. Mr. Darrell is a salaried
employee and earns stock-based compensation on our common
stock. Additionally, he may hold stock-based units through employee
benefit plans and may participate in our dividend reinvestment and stock
purchase plan.
EXPERTS
The
consolidated financial statements and the related financial statement schedule,
incorporated in this prospectus by reference from our Annual Report on Form
10-K, and the effectiveness of our internal control over financial reporting
have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements and financial
statement schedule have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in auditing and
accounting.
21
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
estimated expenses of issuance and distribution of the securities being
registered, other than discounts and commissions, are as follows:
|
Amount
to be Paid
|
|
|
SEC
registration fees
|
$35,650*
|
|
Legal
fees and expenses
|
70,000
|
|
Accounting
fees and expenses
|
100,000
|
|
Trustees’
fees and expenses
|
17,000
|
|
Stock
exchange listing fees
|
50,000
|
|
Rating
agencies’ fees
|
125,000
|
|
Printing
costs
|
75,000
|
|
Miscellaneous
|
27,350
|
|
Total
|
$500,000
|
_______________
|
|
*
|
Actual
fees; all other expenses are
estimates.
|
Item
15. Indemnification of Directors and Officers
The
General and Business Corporation Law of Missouri provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding by reason of
the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit, or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. However, a corporation may not indemnify such a person against
judgments and fines, and no person shall be indemnified as to any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines upon application that the person is fairly and
reasonably entitled to indemnity for proper expenses.
Missouri
law also provides that, to the extent that a director, officer, employee or
agent of the corporation has been successful in defense of any such action,
suit, or proceeding or of any claim, issue or matter therein, he or she shall be
indemnified against expenses, including attorneys’ fees, actually and reasonably
incurred in connection with the action, suit, or proceeding.
The
statute also provides that a corporation may provide additional indemnification
to any person indemnifiable as described above, provided such additional
indemnification is authorized by the corporation’s articles of incorporation or
shareholder-approved bylaw or agreement, and provided further that no person
shall be indemnified against conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The
Registrant’s articles of incorporation provide that it shall indemnify each of
its directors and officers to the full extent permitted by the General and
Business Corporation Law of Missouri and, in addition, shall indemnify each of
them against all expenses incurred in connection with any claim by reason of the
act that such director or officer is or was, serving the Registrant, or at its
request, in any of the
II-1
The
Registrant has also entered into indemnification agreements with each of its
directors and officers that (1) provide for the indemnification of each such
director and officer to the extent provided for by the Registrant’s articles of
incorporation as described above and (2) state that the indemnification provided
thereunder shall survive the elimination or modification of the Registrant’s
articles of incorporation with respect to claims that have arisen prior to such
elimination or modification.
The
Registrant’s articles further provide that no present or former director shall
be personally liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director other than (i) for any breach of the
director’s duty of loyalty to the Registrant or its shareholders, (ii) for acts
or omissions not in subjective good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for the payment of an illegal dividend as
provided in Section 351.345 of the General and Business Corporation Law of
Missouri, or (iv) for any transaction from which the director derived an
improper personal benefit. To the extent that the General and
Business Corporation Law of Missouri is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or limited to the
fullest extent permitted by the General and Business Corporation Law of Missouri
as so amended.
The
Registrant has obtained insurance protecting the officers and directors against
certain liabilities.
The
rights of indemnification provided for above are not exclusive of any other
rights of indemnification to which the persons seeking indemnification may be
entitled under the Registrant’s articles of incorporation or bylaws or any
agreement, vote of stockholders or disinterested directors, or
otherwise.
Item
16. Exhibits
|
Exhibit
Number
|
Description
of Exhibit
|
|
1.1*
|
Form
of Underwriting Agreement with respect to the offered
securities.
|
|
3.1
|
The
Laclede Group, Inc.’s articles of incorporation, as amended, filed as
Exhibit 3.1 to the Company’s Form 8-K filed January 26, 2006, incorporated
herein by reference.
|
|
3.2
|
The
Laclede Group, Inc.’s bylaws, as amended, filed as Exhibit 3.2 to the
Company’s Form 8-K filed January 26, 2006, incorporated herein by
reference.
|
|
4.1
|
Rights
Agreement dated as of October 1, 2001, filed as Exhibit 4 to The Laclede
Group, Inc.’s Form 8-A on September 6, 2001, incorporated herein by
reference.
|
|
4.2
|
Form
of Indenture of The Laclede Group, Inc. relating to senior debt, filed as
Exhibit 4.10 to its registration statement on Form S-3 No. 333-86722,
incorporated herein by reference.
|
|
4.3
|
Indenture
dated December 16, 2002 between The Laclede Group and The Bank of New York
relating to subordinated debt, filed as Exhibit 4 to the Company’s Form
8-K dated December 16, 2002, incorporated herein by
reference.
|
|
4.4*
|
Form
of Purchase Contract Agreement.
|
|
5.1**
|
Opinion
of Mark C. Darrell, General Counsel of the Company.
|
|
12.1
|
Statement
setting forth computations of ratios of earnings to fixed charges, filed
as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 2009, incorporated by reference
herein.
|
|
23.1**
|
Consent
of Mark C. Darrell, General Counsel of the Company (included in Exhibit
5.1).
|
|
23.2
|
Consent
of Deloitte & Touche LLP.
|
|
24.1**
|
Power
of Attorney.
|
|
25.1***
|
Form
T-1 statement of eligibility of the trustee of the senior debt
securities.
|
II-2
|
25.2***
|
Form
T-1 statement of eligibility of the trustee of the subordinated debt
securities.
|
|
25.3***
|
Form
T-1 statement of eligibility of the trustee of the purchase contract agent
for the stock purchase contracts.
|
__________
*
To be filed by amendment or incorporated by reference in connection with the
offering of securities.
** Previously
filed.
*** To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as
applicable.
For all
documents incorporated by reference, our SEC file number is
1-16681.
Item
17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933.
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
Provided, however, that
paragraphs (1)(i), (1)(ii), and (1)(iii) of this section do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is a part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
II-3
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) That,
for the purpose of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(7) The
undersigned registrant hereby undertakes to file an application for the purpose
of determining the eligibility of trustees to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)2 of the
Act.
(b) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful
II-4
defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-5
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this post-effective amendment to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of St. Louis, State of Missouri on February 16, 2010.
|
THE
LACLEDE GROUP, INC.
|
|
|
By:
/s/ Douglas H. Yaeger
|
|
|
Douglas
H. Yaeger
Chairman
of the Board, President and
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment
has been signed by the following persons in the capacities indicated below on
February 16, 2010.
|
Signature
|
Title
|
Date
|
|
/s/
Douglas H. Yaeger
Douglas
H. Yaeger
|
Chairman
of the Board, President and Chief Executive Officer
(Principal
Executive Officer)
|
February
16, 2010
|
|
/s/ Mark D. Waltermire
Mark
D. Waltermire
|
Chief
Financial Officer
(Principal
Financial & Accounting Officer)
|
February
16, 2010.
|
|
*_____________________________
Arnold
W. Donald
|
Director
|
February
16, 2010.
|
|
*_____________________________
Edward
L. Glotzbach
|
Director
|
February
16, 2010.
|
|
*_____________________________
Anthony
V. Leness
|
Director
|
February
16, 2010.
|
|
*_____________________________
W.
Stephen Maritz
|
Director
|
February
16, 2010
|
|
*_____________________________
William
E. Nasser
|
Director
|
February
16, 2010.
|
|
*_____________________________
Brenda
D. Newberry
|
Director
|
February
16, 2010.
|
II-6
|
*_____________________________
John
P. Stupp, Jr.
|
Director
|
February
16, 2010.
|
|
*_____________________________
MaryAnn
Van Lokeren
|
Director
|
February
16, 2010.
|
*By:
/s/ M. C,
Kullman
M. C.
Kullman
As
Attorney-in-Fact for each of the persons indicated
II-7
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Exhibit
|
|
1.1*
|
Form
of Underwriting Agreement with respect to the offered
securities.
|
|
3.1
|
The
Laclede Group, Inc.’s articles of incorporation, as amended, filed as
Exhibit 3.1 to the Company’s Form 8-K filed January 26, 2006, incorporated
herein by reference.
|
|
3.2
|
The
Laclede Group, Inc.’s bylaws, as amended, filed as Exhibit 3.2 to the
Company’s Form 8-K filed January 26, 2006, incorporated herein by
reference.
|
|
4.1
|
Rights
Agreement dated as of October 1, 2001, filed as Exhibit 4 to The Laclede
Group, Inc.’s Form 8-A on September 6, 2001, incorporated herein by
reference.
|
|
4.2
|
Form
of Indenture of The Laclede Group, Inc. relating to senior debt, filed as
Exhibit 4.10 to its registration statement on Form S-3 No. 333-86722,
incorporated herein by reference.
|
|
4.3
|
Indenture
dated December 16, 2002 between The Laclede Group and The Bank of New York
relating to subordinated debt, filed as Exhibit 4 to the Company’s Form
8-K dated December 16, 2002, incorporated by reference
herein.
|
|
4.4*
|
Form
of Purchase Contract Agreement.
|
|
5.1**
|
Opinion
of Mark C. Darrell, General Counsel of the Company.
|
|
12.1
|
Statement
setting forth computations of ratios of earnings to fixed charges, filed
as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 2009, incorporated by reference
herein.
|
|
23.1**
|
Consent
of Mark C. Darrell, General Counsel of the Company (included in Exhibit
5.1).
|
|
23.2
|
Consent
of Deloitte & Touche LLP.
|
|
24.1**
|
Power
of Attorney.
|
|
25.1***
|
Form
T-1 statement of eligibility of the trustee of the senior debt
securities.
|
|
25.2***
|
Form
T-1 statement of eligibility of the trustee of the subordinated debt
securities.
|
|
25.3***
|
Form
T-1 statement of eligibility of the trustee of the purchase contract agent
for the stock purchase contracts.
|
__________
*
To be filed by amendment or incorporated by reference in connection with the
offering of securities.
**
Previously filed.
***
To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as
applicable.
For all
documents incorporated by reference, our SEC file number is
1-16681.
II-8