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): November 3, 2004
THE LACLEDE GROUP, INC.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Missouri 1-16681 74-2976504
------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
720 Olive Street St. Louis, Missouri 63101
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 342-0500
NONE
------------------------------------------------------------------------------
(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 obligations of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] 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 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Laclede Group, Inc. entered into nonqualified stock option
award agreements dated November 3, 2004 with participants, including its
executive officers, in the Equity Incentive Plan, which plan was approved by
shareholders in 2003. Each non-qualified stock option represents the right
to purchase one share of common stock at $30.95 per share, representing the
closing market price on November 3, 2004. The awards to the executive
officers named in the Company's Summary Compensation Table in the most
recent Proxy Statement are listed below:
NAME TITLE # OF OPTIONS
--------- ----- ------------
D.H.Yaeger Chairman, President and CEO 40,000
K.J.Neises Executive Vice President 15,000
B.C.Cooper Chief Financial Officer 12,500
R.E.Shively Senior Vice President 12,500
M.C.Pendergast Vice President 6,000
The options vest annually in equal amounts beginning on November 4,
2005. For those executives subject to mandatory retirement, the agreement
provides that if a participant retires on his or her mandatory retirement
date, options will not expire but will continue under the vesting schedule
provided that any unvested options shall become fully vested and exercisable
as of the first day of the 34th month following the mandatory retirement
date. Also, if within two years following a change in control a
participant's employment is terminated by the Company without cause, all
outstanding options will fully vest.
For those options that have become exercisable, the options expire
on the earlier of: (1) November 3, 2014, (2) the date a participant's
employment is terminated voluntarily by the participant other than by
retirement or disability, or the participant is terminated by the Company
for cause, (3) 90 days following the participant's termination due to
disability or any other reason other than voluntary termination, cause,
death or retirement, (4) 18 months after the participant's termination due
to participant's death, (5) three years after the participant's termination
due to retirement, or (6), if applicable, the date within 18 months after
the participant's employment is terminated when the participant discloses
confidential information or engages in competition, as those terms are
defined in the agreement. For those options that are not yet exercisable,
they expire on the date the participant's employment with the Company is
terminated for any reason.
The forms of agreement are attached to this 8-K, one with the
mandatory retirement provisions (Exhibit 10.1) and one without (Exhibit
10.2).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 Form of Non-Qualified Stock Option Award Agreement with
mandatory retirement provision.
Exhibit 10.2 Form of Non-Qualified Stock Option Award Agreement without
mandatory retirement provision.
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.
THE LACLEDE GROUP, INC.
(Registrant)
By: /s/ Douglas H. Yaeger
------------------------------------
Douglas H. Yaeger
Chairman of the Board, President
and Chief Executive Officer
November November 5, 2004
(Date)
Index to Exhibits
Exhibit No.
-----------
10.1 The Laclede Group, Inc. Equity Incentive Plan Non-Qualified Stock
Option Award Agreement with mandatory retirement provision.
10.2 The Laclede Group, Inc. Equity Incentive Plan Non-Qualified Stock
Option Award Agreement without mandatory retirement provision.