As filed with the Securities and Exchange Commission on October 1, 2001.
Registration No. 33-64933
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
THE LACLEDE GROUP, INC.
720 Olive Street
St. Louis, Missouri 63101
(Exact name of Registrant as specified in its charter)
(Address of Principal Executive Offices)
Missouri 74-2976504
(State of Incorporation) (I.R.S. Employer Identification No.)
MISSOURI NATURAL GAS DIVISION OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN
(Full Title of the Plan)
D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
720 Olive Street, St. Louis, Missouri 63101
314-342-0500
(Address, including zip code, and telephone number,
including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1)(2)(3) Official Price per Share(4) Aggregate Offering Price(4) Registration Fee
---------------- ------------------- --------------------------- --------------------------- ----------------
Common Stock 300,000 shares $23.55 $7,065,000 $1,767
$1 per share par
value (2)
------------------------------------------------------------------------------------------------------------------------------
-------------------------
(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) The shares being registered are in addition to the 50,000 shares, including
related plan interests, currently registered under this Registration Statement.
(3) Also being registered are 300,000 preferred share purchase rights to
accompany the shares of Common Stock being registered.
(4) Calculated in accordance with Rule 457(h), upon the basis of the average
of the high and low prices reported on the New York Stock Exchange on
September 24, 2001.
==============================================================================
Explanatory Note
================
On October 1, 2001, The Laclede Group, Inc. will become the holding
company for Laclede Gas Company and its diversified businesses. On that
date, The Laclede Group, Inc. will own all of the outstanding shares of
common stock of Laclede Gas and the subsidiaries formerly owned by Laclede
Gas. Holders of Laclede Gas common stock on October 1, 2001, automatically
will become holders of the same number of shares of The Laclede Group, Inc.
In connection with the creation of the holding company system, the
obligations of Laclede Gas under the Missouri Natural Division of Laclede
Gas Company Dual Savings Plan will remain the obligations of Laclede Gas.
However, on and after October 1, 2001, shares of The Laclede Group, Inc.
will be issued under the Plan instead of Laclede Gas common stock. The offer
and sale of securities under the Plan was registered under the Laclede Gas
Registration Statement No. 33-64933 on Form S-8, which is amended by this
Post-Effective Amendment No. 1 and adopted by The Laclede Group, Inc. as the
registration statement of The Laclede Group, Inc. for all purposes of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended.
2
Part I
Information required in the section 10(a) prospectus
The documents containing information specified in part I of this Form
S-8 registration statement have been or will be sent or given to
participants in the Plan as specified in rule 428(b)(1) under the Securities
Act of 1933. Such document is not being filed with the Securities and
Exchange Commission but constitutes (along with the documents incorporated
by reference into the registration statement pursuant to Item 3 of part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Part II
Information not required in prospectus
Item 3. Incorporation of Documents by Reference
The Laclede Group, Inc. will file annual, quarterly and current
reports, proxy statement and other information with the SEC. Prior to The
Laclede Group, Inc. becoming the holding company for Laclede Gas, reports
were filed by Laclede Gas under the name "Laclede Gas Company."
The SEC allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this registration statement, and later
information that we file 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 Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until all of the shares
under the plan have been issued:
o Laclede Gas Company's annual report on Form 10-K for the year ended
September 30, 2000
o Laclede Gas Company's quarterly reports on Form 10-Q for the
quarters ended December 31, 2000, March 31, 2001 and June 30, 2001
o Laclede Gas Company's Current Reports on Form 8-K dated October 27,
2000, January 25, 2001, April 20, 2001, April 26, 2001, May 18,
2001, June 22, 2001, July 6, 2001, July 27, 2001, August 16,
2001 and September 21, 2001
o Missouri Natural Gas Division of Laclede Gas Company Dual Savings
Plan's annual report on Form 11-K for the year ended October 31,
2000
o Description of the common stock of The Laclede Group, Inc.
contained in its registration statement on Form S-4 (No. 333-48794)
incorporated into its Form 8-A effective October 1, 2001
registering its common stock under the Securities Exchange Act of
1934, including any amendment or report updating such description.
o Description of the preferred share purchase rights of The Laclede
Group, Inc. contained in its registration statement on Form 8-A
effective October 1, 2001
3
registering its preferred share purchase rights under the
Securities Exchange Act of 1934, including any amendments or report
updating such description.
Item 4. Description of securities
Not applicable.
Item 5. Item of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of directors and officers
Section 351.355 of The General and Business Corporation Law of Missouri
provides as follows:
351.355.1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issues or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or her duty
to the
4
corporation unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
3. Except as otherwise provided in the articles of incorporation or the
bylaws, to the extent that director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
the action, suit, or proceeding, or if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have the
power to give any further indemnity, in addition to the indemnity authorized
or contemplated under other subsections of this section, including
subsection 6, to any person who is or was a director, officer, employee or
agent, or to any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for
in the articles of incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a
5
vote of the shareholders of the corporation, and provided further that no
such indemnity shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. Nothing in this
subsection shall be deemed to limit the power of the corporation under
subsection 6 of this section to enact bylaws or to enter into agreements
without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of this
section.
9. Any provision of this chapter to the contrary notwithstanding, the
provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "THE CORPORATION"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect
to the resulting or surviving corporation as he or she would if he or she
had served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "OTHER ENTERPRISE" shall
include employee benefit plans; the term "FINES" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.
The Registrant's Articles provide that it shall indemnify each of its
directors and officers to the full extent permitted by the Indemnification
Statute and, in addition, shall indemnify each of them against all expenses
incurred in connection with any claim by reason of the act that such
director or officer is or was, serving the Registrant, or at its
6
request, in any of the capacities referred to in the Indemnification
Statute, or arising out of such person's status in any such capacity,
provided that the Registrant shall not indemnify any person from or on
account of such person's conduct that was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct, or to
the extent that such indemnification shall otherwise be finally adjudged to
be prohibited by applicable law.
The Registrant has also entered into indemnification agreements with
each of its directors and officers that (1) provide for the indemnification
of each such director and officer to the extent provided for by the Articles
as described above and (2) state that the indemnification provided
thereunder shall survive the elimination or modification of the Articles
with respect to claims that have arisen prior to such elimination or
modification.
The Registrant has obtained insurance protecting the officers and
directors against certain liabilities.
The rights of indemnification provided for above are not exclusive of
any other rights of indemnification to which the persons seeking
indemnification may be entitled under the Registrant's Articles or Bylaws or
any agreement, vote of stockholders or disinterested directors, or
otherwise.
Item 7. Exemption from registration claimed.
Not applicable.
Item 8. Exhibits
An opinion of counsel is not being filed since the securities
registered are not original issuance securities and Laclede Gas has
submitted (and will submit) the Plan (and any amendment thereto) to the
Internal Revenue Service in a timely manner and has (and will) make all
changes required by the IRS in order to maintain the Plan's qualified
status.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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
7
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in the post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) 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 provisions described under Item 6 above,
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
8
controlling person of the registrant in the successful 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 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.
9
Signatures
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, The Laclede
Group, Inc., the registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this post-effective amendment No. 1 to the Registration
Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of St. Louis, on the 25th day of
September 2001.
The Laclede Group, Inc.
(Registrant)
By: /s/ Douglas H. Yaeger
---------------------------------------
Douglas H. Yaeger
Chairman, President and Chief
Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
Principal executive officer and director:
/s/ Douglas H. Yaeger
---------------------------- Chairman, President and September 25, 2001
Douglas H. Yaeger Chief Executive Officer and
Director
Principal financial and accounting officer:
/s/ Gerald T. McNeive, Jr.
---------------------------- Senior Vice President September 25, 2001
Gerald T. McNeive, Jr. Finance and General Counsel
* Director September 25, 2001
----------------------------
(A. B. Craig, III)
* Director September 25, 2001
----------------------------
(H. Givens, Jr.)
10
* Director September 25, 2001
----------------------------
(C. R. Holman)
* Director September 25, 2001
----------------------------
(R. C. Jaudes)
* Director September 25, 2001
----------------------------
(W. S. Maritz)
* Director September 25, 2001
----------------------------
(W. E. Nasser)
* Director September 25, 2001
----------------------------
(R. P. Stupp)
* Director September 25, 2001
----------------------------
(M. A. Van Lokeren)
By: /s/ Mary C. Kullman
-------------------------
Mary C. Kullman
Attorney-In-Fact
11
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Dual
Savings Plan Committee has duly caused this post-effective amendment No. 1
to the registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of St. Louis, on the 25th day of
September, 2001.
Missouri Natural Division of
Laclede Gas Company Dual Savings Plan
By: /s/ Thomas A. Reitz
---------------------------------
12
EXHIBIT INDEX
Exhibit
Number
------
4(a) Articles of Incorporation of the Registrant (incorporated by
reference to Appendix B to the Proxy Statement and Prospectus in
Part I of the Registration Statement on Form S-4 of the Registrant
(Reg. No. 333-48794 filed on October 27, 2000))
4(b) Bylaws of the Registrant (incorporated by reference to Appendix C
to the Proxy Statement and Prospectus in Part I of the Registration
Statement on Form S-4 of the Registrant (Reg. No. 333-48794 filed
on October 27, 2000))
23(a) Consent of Deloitte & Touche LLP
24 Power of Attorney
13