Edgar Filing: LACLEDE GROUP INC

posam2.htm

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 2, 2008

Registration No. 333-86722

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 2 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)

Missouri		74-2976504
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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. ¨

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. S

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 S Accelerated filer £ Non-accelerated filer ¨ Smaller reporting company ¨

Deregistration of Securities

This post-effective amendment no. 2 amends the prior post-effective amendment to Form S-3 (File No. 333-86722) to note that it deregisters $362.4 million in securities that were registered but not sold thereunder.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 no. 2 to its registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of St. Louis, State of Missouri on December 2, 2008.

	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, as amended, this post-effective amendment no. 2 to the registration statement has been signed by the following persons in the capacities indicated below on December 2, 2008.

Signature	Title	Date
/s/ Douglas H. Yaeger Douglas H. Yaeger	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	December 2, 2008


/s/ Mark D. Waltermire Mark D. Waltermire	Chief Financial Officer (Principal Financial & Accounting Officer)	December 2, 2008
*_____________________________ Arnold W. Donald	Director	December 2, 2008
*_____________________________ Edward L. Glotzbach	Director	December 2, 2008
*_____________________________ Anthony V. Leness	Director	December 2, 2008
*_____________________________ W. Stephen Maritz	Director	December 2, 2008
*_____________________________ William E. Nasser	Director	December 2, 2008
*_____________________________ Brenda D. Newberry	Director	December 2, 2008
*_____________________________ John P. Stupp, Jr.	Director	December 2, 2008
*_____________________________ Mary Ann Van Lokeren	Director	December 2, 2008

*By: /s/ M. C.Kullman

M. C. Kullman

As Attorney-in-Fact for each of the persons indicated

Exhibit Index

Exhibit No.	Description of Exhibit
24.1	Power of Attorney, filed as Exhibit 24.1 to Registration Statement on Form S-3, No. 333-155714, incorporated herein by reference (SEC File No. 1-16681)