FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission file number 1-16681
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LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
THE LACLEDE GROUP, INC.
720 OLIVE STREET
ST. LOUIS, MO 63101
Financial Statements and Exhibit
--------------------------------
(a) Financial Statements and Independent Auditors'
Report
Page No.
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Table of Contents F-1
Independent Auditors' Report F-2
Statements of Net Assets Available for
Benefits as of July 31, 2003 & 2002 F-3
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended July 31, 2003 & 2002 F-4
Notes to Financial Statements F-5 - F-9
Supplemental Schedule 1 - Schedule of
Assets Held for Investment Purposes
at End of Year F-10
(b) Exhibit
Independent Auditors' Consent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
(Registrant)
/s/ Ronald L. Krutzman
---------------------------------
Ronald L. Krutzman,
Treasurer and Assistant Secretary
Date: January 26, 2004
- 1 -
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
Financial Statements as of and for the
Years Ended July 31, 2003 and 2002,
Supplemental Schedule as of July 31, 2003
and Independent Auditors' Report
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
TABLE OF CONTENTS PAGE
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Independent Auditors' Report 1
Financial Statements as of and for the Years
Ended July 31, 2003 and 2002:
Statements of Net Assets Available for
Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4 - 8
Supplemental Schedule as of July 31, 2003:
Schedule 1 - Schedule of Assets Held
for Investment Purposes 9
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Certain Supplemental Schedules required by the rules and regulations of the
Department of Labor are omitted because of the absence of conditions under
which they are required.
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F-1
INDEPENDENT AUDITORS' REPORT
Laclede Gas Company
Wage Deferral Savings Plan
We have audited the accompanying statements of net assets available for
benefits of Laclede Gas Company Wage Deferral Savings Plan as of July 31,
2003 and 2002, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. These standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of July 31,
2003 and 2002, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted
in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the Table of Contents is presented for the purpose of additional analysis
and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This schedule is the responsibility of the
Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2003 financial statements and,
in our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
January 23, 2004
F-2
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JULY 31, 2003 AND 2002
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2003 2002
---- ----
CASH $ 3,743 $ -
INVESTMENTS 89,670,660 76,316,266
CONTRIBUTIONS RECEIVABLE:
Employee Contributions 205,502 164,402
Employer Contribution 74,987 60,355
----------------- -----------------
Total Contributions Receivable 280,489 224,757
----------------- -----------------
ACCRUED INCOME 3,746 11,023
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS $89,958,638 $76,552,046
================= =================
See notes to financial statements.
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F-3
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JULY 31, 2003 AND 2002
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2003 2002
---- ----
ADDITIONS:
CONTRIBUTIONS:
Employee $ 5,232,753 $ 5,461,293
Employer 1,933,031 2,014,411
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7,165,784 7,475,704
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INVESTMENT INCOME/(LOSS):
Interest and dividends 1,800,681 1,848,161
Net appreciation/(depreciation) in fair value of investments 9,391,901 (9,120,132)
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11,192,582 (7,271,971)
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TOTAL ADDITIONS 18,358,366 203,733
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DEDUCTIONS:
DISTRIBUTIONS TO PARTICIPANTS 4,481,721 4,053,717
NET TRANSFERS TO OTHER PLANS 470,053 607,221
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TOTAL DEDUCTIONS 4,951,774 4,660,938
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INCREASE/(DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 13,406,592 (4,457,205)
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 76,552,046 81,009,251
-------------- ---------------
END OF YEAR $89,958,638 $76,552,046
============== ===============
See notes to financial statements.
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F-4
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 2003 AND 2002
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of the
Laclede Gas Company Wage Deferral Savings Plan (the "Plan") have
been prepared on the accrual basis.
INVESTMENT VALUATION - The Plan's investments in the various funds
are stated at the market value of the underlying assets, which are
determined by quoted market prices. Participant loans are stated at
cost, which approximates fair market value. Purchases and sales of
securities are recorded on a trade-date basis.
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires the Plan sponsor to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amount of additions and deductions during the reporting
period. Actual results could differ from those estimates.
The investment funds consist of various securities including U.S.
Government securities, corporate debt instruments, and corporate
stocks. Investment securities, in general, are exposed to various
risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in
the statements of net assets available for plan benefits.
ADMINISTRATIVE EXPENSES - The administrative cost of the Plan is
paid by Laclede Gas Company (the "Company"), the Plan sponsor.
2. INFORMATION REGARDING THE PLAN
The following description pertains to the Plan as in effect during
the years ended July 31, 2003 and 2002 and is provided for
informational purposes only. In case of conflict or discrepancy
with the Plan text, the Plan text governs.
F-5
GENERAL - The Plan is a defined contribution plan which covers
collectively bargained employees of the Company, provided they meet
the prescribed eligibility requirements. The trustee of the Plan is
American Express Trust Company. The Company is the Plan
administrator. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
ELIGIBILITY - To be eligible to participate in the Plan, an
employee must be a member of a collective bargaining unit, complete
one year of service and attain the age of 21.
CONTRIBUTIONS - The Plan provides for voluntary employee
contributions expressed as a percentage of compensation in
one-tenth increments (minimum of 0.9%) or in dollar or half-dollar
amounts (minimum $5.00), up to 15% of the participant's
compensation, subject to certain Internal Revenue Code ("IRC")
limitations. Employee contributions up to 8% of a participant's
compensation are matched one-half by the Company. Participants may
change the amount of their contributions two times per Plan year to
be effective the first payroll date on or after February 1 and
August 1.
VESTING - Participant and Company matching contributions are
immediately 100% vested.
INVESTMENT OPTIONS - Contributions to the Plan are invested in one
or more of nine investment funds at the option of the employee. A
minimum of 1% of the employee's contribution must be directed into
each fund selected.
The nine available investment funds are:
o Laclede Group, Inc. Common Stock Fund (including the ESOP)
o Northern Trust Global Investments Russell 2000 Index Fund
(formerly, Pyramid Russell 2000 Index Fund)
o American Express Trust Equity Index Base Fund
o American Express Trust Bond Fund
o American Express Trust Money Market Fund I
o American Express Trust Short-Term Horizon Fund 25:75
o American Express Trust Medium-Term Horizon Fund 50:50
o American Express Trust Long-Term Horizon Fund 65:35
o American Express Trust Long-Term Horizon Fund 80:20
F-6
EMPLOYEE STOCK OWNERSHIP PLAN - Effective March 1, 2003, the
existing balance of each participant's investment in The Laclede
Group, Inc. Common Stock Fund was transferred into an Employee
Stock Ownership Plan named The Laclede Group, Inc. - ESOP (ESOP).
The ESOP constitutes a separate portion of the Plan, not a separate
plan. Employee contributions continue to be invested in the Laclede
Group, Inc. Common Stock Fund; employee contributions are not made
directly into the ESOP. A participant may elect to receive
dividends on the ESOP shares paid in cash directly to him. The
election to receive cash dividends shall remain in effect until
changed by the participant. Dividends not paid in cash to the
participant are reinvested under the terms of the Plan.
PARTICIPANT ACCOUNTS - In addition to the employee and Company
matching contributions, each participant's account is credited with
an allocation of Plan earnings, based on participant account
balances, as defined in the Plan document.
LOANS TO PARTICIPANTS - Participants may borrow against their
individual account balances a minimum of $500 up to 50% of their
account balance, as long as the loan amount does not exceed
$50,000, less the highest outstanding loan balance over the past 12
months (if any). Loans are taken from investment accounts in the
same proportion as the investment funds bear to each other. The
maximum repayment period is 234 weeks, except for primary residence
loans, which have a maximum repayment period of 494 weeks. Loans
are secured by the balance in the participant's account and bear
interest at a rate comparable to the rate charged by commercial
lenders for similar loans. Principal and interest are repaid in
level payments through payroll deductions. Interest rates on
participant loans ranged from 5.00% to 12.00% at July 31, 2003.
PAYMENT OF BENEFITS - Distributions are generally made to
participants upon retirement, termination of employment, death, or
total and permanent disability. Participants aged 59-1/2 years or
older may elect a distribution of their entire account.
Distributions ordinarily are made in single lump-sum cash payments;
however, participants in The Laclede Group, Inc. Common Stock Fund
and/or the ESOP may elect to receive their distribution in the form
of shares, with the value of fractional shares distributed in cash.
Active employees who suffer a financial hardship and cannot obtain
funds from other resources, including a loan from the Plan, may
apply for a hardship withdrawal. Hardship withdrawals are subject
to approval by the Plan administrator and are limited to the
participant's elective deferrals, plus related earnings as of
December 31, 1988, less amounts of previous hardship distributions.
BENEFITS PAYABLE - Benefits are recorded when paid. There were no
distributions payable to Plan participants as of July 31, 2003 and
2002.
F-7
3. INVESTMENTS
The following table presents the fair values of investments that
represent 5% or more of the Plan's net assets:
2003 2002
Laclede Group, Inc. Common
Stock Fund (including shares in
the ESOP - 2,546,054.195 and
2,577,078.329 units, respectively) $28,864,616 $24,500,284
American Express Trust Equity
Index Base Fund (1,059,875.828 and
1,014,922.631 units, respectively) 32,565,745 28,165,118
Northern Trust Global Investments
Russell 2000 Index Fund (formerly,
Pyramid Russell 2000 Index Fund)
(12,014.880 and 11,584.833 units,
respectively) 6,444,073 5,046,631
American Express Trust Bond
Fund (103,068.977 and 92,708.415
units, respectively) 7,376,750 6,320,303
American Express Trust Money
Market Fund I (8,736,118.750 and
6,998,399.530 units, respectively) 8,736,119 6,998,399
Loans to Participants 3,869,059 3,960,302
During 2003 and 2002, the Plan's investments (including gains and
losses on investments bought, sold, as well as held during the
year) appreciated (depreciated) by $9,391,901 and $(9,120,132),
respectively, as follows:
2003 2002
Laclede Group, Inc. Common
Stock Fund (including shares in the
ESOP) $4,688,593 $ 793,592
American Express Trust Equity
Index Base Fund 3,050,116 (8,850,571)
American Express Trust Bond Fund 306,758 187,168
F-8
Northern Trust Global Investments
Russell 2000 Index Fund (formerly,
Pyramid Russell 2000 Index Fund) 1,207,921 (1,028,656)
American Express Trust
Short-Term Horizon Fund 25:75 10,144 (2,740)
American Express Trust
Medium-Term Horizon Fund 50:50 16,846 (25,248)
American Express Trust
Long-Term Horizon Fund 65:35 31,184 (36,155)
American Express Trust
Long-Term Horizon Fund 80:20 80,339 (157,522)
4. TAX STATUS
The Plan obtained its latest determination letter dated June 5,
2003, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the IRC. The Plan administrator believes that the
Plan is being operated in compliance with the applicable
requirements of the IRC and that, as of July 31, 2003, the Plan
continues to qualify under Section 401(a) of the IRC. As such, the
Plan will not be subject to tax under income tax laws, and
contributions and earnings will not be taxable to participants
until such amounts are withdrawn or received in a distribution.
Therefore, no provision for income taxes has been included in the
Plan's financial statements.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions set forth
in ERISA.
6. RELATED PARTIES
Certain Plan investments are units of funds managed by American
Express Trust Company. American Express Trust Company is the
trustee as defined by the Plan; therefore, these transactions
qualify as party-in-interest transactions.
F-9
SUPPLEMENTAL SCHEDULE 1
LACLEDE GAS COMPANY
WAGE DEFERRAL SAVINGS PLAN
--------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(FORM 5500, SCHEUDLE H, PART IV, ITEM 4i)
7/31/2003
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(a) (b) (c) (d) (e)
Identity of issue, borrower, lessor Description of investment including maturity date, Current
or similar party rate of interest, collateral, par or maturity value Cost Value
* Laclede Group, Inc.
Common Stock Fund Company stock fund (2,546,054.195 units) $28,864,616
(including the ESOP)
* American Express Trust Equity
Index Base Fund Common/collective trust (1,059,875.828 units) 32,565,745
Northern Trust Global Investments
Russell 2000 Index Fund Common/collective trust (12,014.880 units) 6,444,073
* American Express Trust Bond Fund Common/collective trust (103,068.977 units) 7,376,750
* American Express Trust
Money Market Fund I Common/collective trust (8,736,118.750 units) 8,736,119
* American Express Trust
Short - Term Horizon Fund 25:75 Common/collective trust (9,936.329 units) 181,080
* American Express Trust
Medium - Term Horizon Fund 50:50 Common/collective trust (16,274.638 units) 347,952
* American Express Trust
Long - Term Horizon Fund 65:35 Common/collective trust (40,463.189 units) 429,395
* American Express Trust
Long - Term Horizon Fund 80:20 Common/collective trust (40,682.175 units) 855,871
* Loans to Participants Loans to participants (3,869,058.770 units) 3,869,059
Interest rate 5.00% - 12.00%
* Party-in-interest.
F-10
Exhibit to Form 11-K (Wage Deferral Savings Plan)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 333-90254 of Laclede Gas Company on Form S-8 of our
report dated January 23, 2004, appearing in this Annual Report on
Form 11-K of Laclede Gas Company Wage Deferral Savings Plan for the
year ending July 31, 2003.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
January 23, 2004