Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - SPIRE MISSOURI INC | a8-k_gasaug062013exhibit993.htm |
| EX-99.1 - EXHIBIT 99.1 - SPIRE MISSOURI INC | a8-k_gasaug062013exhibit991.htm |
| EX-99.2 - EXHIBIT 99.2 - SPIRE MISSOURI INC | a8-k_gasaug062013exhibit992.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 6, 2013
Laclede Gas Company
(Exact name of registrant as specified in its charter)
Missouri | 1-1822 | 43-0368139 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
720 Olive Street
St. Louis, Missouri 63101
(Address of principal executive offices, including ZIP code)
(314) 342-0500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))
Item 8.01 Other Events.
On December 17, 2012, The Laclede Group Inc. (“Laclede Group”), the parent company of Laclede Gas Company (“Laclede Gas”), announced that it entered into definitive agreements, through two wholly owned subsidiaries, Plaza Missouri Acquisition, Inc. (“Plaza Missouri”), and Plaza Massachusetts Acquisition, Inc. (“Plaza Massachusetts”), to acquire from Southern Union Company (“SUG”) substantially all of the assets and liabilities of Missouri Gas Energy (“MGE”) and New England Gas Company (“NEG”) for $975 million and $60 million, respectively.
On January 11, 2013, Plaza Missouri assigned the rights and obligations under the MGE acquisition agreement to Laclede Gas.
On February 11, 2013, Laclede Group entered into a stock purchase agreement with Algonquin Power & Utilities Corp. (“APUC”) pursuant to which APUC, through its subsidiary Liberty Utilities Co. (“Liberty Utilities”), agreed to acquire from Laclede Group all of the outstanding shares of Plaza Massachusetts’s common stock for a purchase price of $11 million. Liberty Utilities will acquire Plaza Massachusetts immediately prior to the closing of the acquisition under the NEG acquisition agreement.
On July 17, 2013, the Missouri Public Service Commission provided the necessary regulatory approvals for Laclede Gas’ acquisition of MGE. The NEG transaction remains contingent upon regulatory approval from public utility regulators in Massachusetts.
Laclede Gas is filing the information under this Item 8.01 solely to file the required audited annual and unaudited interim historical financial statements of MGE and unaudited pro forma combined condensed financial statements, which give pro forma effect to the transactions described above.
This Item 8.01 contains:
• | historical financial statements of MGE, in accordance with Rule 3-05 of Regulation S-X , included as Exhibits 99.1 and 99.2 hereto, each of which is incorporated herein by reference; and |
• | pro forma financial information of Laclede Gas and MGE in accordance with Article 11 of Regulation S-X giving effect to certain pro forma events relating to Laclede Gas’ pending acquisition of MGE, included as Exhibit 99.3 hereto, which is incorporated herein by reference. |
Item 9.01 Financial Statements and Exhibits.
(a) | Financial Statements of Businesses Acquired. |
Filed herewith are the following financial statements of MGE:
• | Audited Financial Statements of Missouri Gas Energy as of December 31, 2012 and 2011 and for the period from March 26, 2012 to December 31, 2012, the period from January 1, 2012 to March 25, 2012, and the years ended December 31, 2011, and 2010; and |
• | Unaudited Interim Financial Statements of Missouri Gas Energy as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012. |
(b) | Pro Forma Financial Information. |
Filed herewith is the following pro forma financial information:
Unaudited Pro Forma Combined Condensed Statements of Income for the nine months ended June 30, 2013 and for the year ended September 30, 2012 and Unaudited Pro Forma Combined Condensed Balance Sheets as of June 30, 2013 and September 30, 2012, of Laclede Gas Company and Missouri Gas Energy.
(d) | Exhibits. |
The following exhibits are filed as part of this report:
99.1 | Audited Financial Statements of Missouri Gas Energy as of December 31, 2012 and 2011 and for the period from March 26, 2012 to December 31, 2012, the period from January 1, 2012 to March 25, 2012, and the years ended December 31, 2011, and 2010 |
99.2 | Unaudited Interim Financial Statements of Missouri Gas Energy as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 |
99.3 | Unaudited Pro Forma Combined Condensed Statements of Income for the nine months ended June 30, 2013 and for the year ended September 30, 2012 and Unaudited Pro Forma Combined Condensed Balance Sheets as of June 30, 2013 and September 30, 2012, of Laclede Gas Company and Missouri Gas Energy |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LACLEDE GAS COMPANY | |||
Date: August 6, 2013 | By: | /s/ S. P. Rasche | |
S. P. Rasche Chief Financial Officer | |||
Exhibit Index
Exhibit Number | Description |
99.1 | Audited Financial Statements of Missouri Gas Energy as of December 31, 2012 and 2011 and for the period from March 26, 2012 to December 31, 2012, the period from January 1, 2012 to March 25, 2012, and the years ended December 31, 2011, and 2010 |
99.2 | Unaudited Interim Financial Statements of Missouri Gas Energy as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 |
99.3 | Unaudited Pro Forma Combined Condensed Statements of Income for the nine months ended June 30, 2013 and for the year ended September 30, 2012 and Unaudited Pro Forma Combined Condensed Balance Sheets as of June 30, 2013 and September 30, 2012, of Laclede Gas Company and Missouri Gas Energy |