UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended
December 31, 2003
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
____________ to ___________
Commission file number: 1-16681
EMPLOYEES' PROFIT SHARING AND SALARY
DEFERRAL PLAN OF SM&P UTILITY RESOURCES, INC.
(Full title of the plan)
THE LACLEDE GROUP, INC.
(Missouri corporation)
720 Olive Street
Saint Louis, Missouri 63101
314-342-0500
(Name of issuer of the securities held pursuant to the plan
and address of its principal executive offices)
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
TABLE OF CONTENTS
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PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003:
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets Held for
Investment Purposes at the End of Year 9
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.
Signatures 10
Exhibits 11
Consent of Deloitte Touche LLP, Independent
Public Accountants
1
[letterhead of Deloitte]
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Employee Benefits Committee of the
Employees' Profit Sharing and Salary Deferral Plan of
SM&P Utility Resources, Inc.
We have audited the accompanying statements of net assets available for
benefits of the Employees' Profit Sharing and Salary Deferral Plan of SM&P
Utility Resources, Inc. (the "Plan") as of December 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 the standards of the Public
Company Oversight Board (United States) and in accordance with generally
accepted auditing standards as established by the Auditing Standards Board
(United States). Those 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 December
31, 2003 and 2002, and the changes in its 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 of assets
held for investment purposes at the end of the year 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
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.
/s/ DELOITTE & TOUCHE LLP
June 21, 2004
2
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
---------------------------------------------------------------------------------------------------
2003 2002
ASSETS:
Investments:
Mutual funds $11,791,304 $10,129,566
Common stock 257,522 442,679
Participant loans 516,735 508,607
----------- -----------
Total investments 12,565,561 11,080,852
----------- -----------
Contributions receivable:
Participant contributions 38,802 50,783
Employer contributions 530,550 817,608
Interest on participant loans 534 1,348
----------- -----------
Total contributions receivable 569,886 869,739
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $13,135,447 $11,950,591
=========== ===========
See notes to financial statements.
3
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
-------------------------------------------------------------------------------------------------
2003 2002
ADDITIONS:
Investment income (loss):
Interest $ 167,353 $ 179,914
Net appreciation/(depreciation) in investments 1,541,787 (1,563,894)
----------- -----------
Total investment gain (loss) 1,709,140 (1,383,980)
----------- -----------
Contributions:
Participant 1,556,519 2,221,870
Employer 530,550 817,608
Other 19,917 76,427
----------- -----------
Total contributions 2,106,986 3,115,905
----------- -----------
Total additions 3,816,126 1,731,925
DEDUCTIONS--Benefits paid 2,631,270 1,182,532
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,184,856 549,393
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 11,950,591 11,401,198
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $13,135,447 $11,950,591
=========== ===========
See notes to financial statements.
4
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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1. DESCRIPTION OF PLAN
GENERAL--The following description of the Employees' Profit Sharing
and Salary Deferral Plan of SM&P Utility Resources, Inc. (the "Plan"),
provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan's
provisions. The Plan was established effective July 1, 1987. The Plan
is a defined contribution plan which covers employees of SM&P Utility
Resources, Inc. (the "Company") who are not represented by a
collective bargaining agreement, provided they meet the prescribed
eligibility requirements. Certain employees of the Company, act as
trustees (the "Trustees") of the Plan and control and manage the
operation of the Plan. American United Life Insurance Company ("AUL"
or "Custodian") serves as the custodian of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended.
PARTICIPATION OR ELIGIBILITY--All full time, employees of the Company
who are not represented by a collective bargaining agreement and have
attained age 20-1/2 years and completed six months of service, as
defined by the Plan document, are eligible to participate.
CONTRIBUTIONS--Under the Plan, eligible participants may elect a
salary deferral of 1% to 15% of compensation, as defined in the Plan
document, subject to certain Internal Revenue Code ("IRC")
limitations.
The Company may make discretionary matching contributions from its net
profits which are allocated to each eligible participant's account
based upon the participant's salary deferral amount. For the years
ended December 31, 2003 and 2002, the Company elected to make a
matching contribution equal to 50% of each participant's salary
deferral amount, up to a maximum of 6% of the participant's
compensation. The Company may make additional discretionary
contributions which are allocated to each eligible participant in
proportion to compensation and are unrelated to any participant salary
deferral amounts. No additional discretionary contributions were made
during the 2003 and 2002 Plan years.
ROLLOVERS FROM OTHER QUALIFIED EMPLOYER PLANS--The Plan allows for
employees to transfer certain of their other qualified employer
retirement plan assets to 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.
INVESTMENT OPTIONS--There are fifteen investment alternatives
available for the investment of contributions to the Plan.
Participants may invest their contributions to the Plan in any one or
more of the investment funds and may request the transfer of their
contributions among the funds. The investment funds consist of mutual,
bond, and equity funds offered by the Custodian. During January 2002
the Company was acquired by The Laclede Group, Inc. ("Group"). As a
result of the acquisition of the Company by the Group, an option to
acquire common stock of Group was offered in place of the
5
previous investment option of NiSource Inc. ("NiSource") common stock.
Effective August 1, 2003 investments of NiSource stock were liquidated
and reinvested at the discretion of the participants in any of the
remaining investment options. If no option was selected the proceeds
from the sale of NiSource stock were defaulted to the AUL American
Money Market Fund.
VESTING--Participants are immediately vested in their contributions
and actual earnings thereon. Participants vest ratably over a
five-year period in Company contributions and earnings thereon.
FORFEITURES--Forfeitures of Company matching contributions are used to
reduce future Company matching contributions. There were no
forfeitures available to offset future Company contributions at
December 31, 2003 and 2002. Forfeitures of $50,350 and $20,925 were
utilized during the years ended December 31, 2003 and 2002,
respectively, to reduce Company contributions.
PAYMENT OF BENEFITS--Upon retirement or termination of service,
participants may elect one of several benefit distribution options
including, but not limited to, monthly payments or a lump-sum
distribution. There was $12,003 and $7,656 amounts payable to
terminated participants at December 31, 2003 and 2002, respectively.
Benefits are recorded when paid.
HARDSHIP WITHDRAWALS--A participant may request withdrawals of their
vested account balance if they satisfy hardship requirements
established by the plan administrator in accordance with Internal
Revenue Service ("IRS") guidelines.
LOANS--Participants may borrow against their account balance a minimum
of $1,000 up to the lesser of $50,000 or 50% of the participant's
vested account balance. The repayment period may not exceed five years
unless the loan is used to purchase the participant's primary
residence, subject to certain restrictions. Loans are secured by the
balance in the participant's account and bear interest at a rate
comparable to the rate charged by a commercial lender, subject to
review periodically by the Employee Benefits Committee.
RECLASSIFICATIONS--Certain reclassifications have been made to the
financial statements of the prior fiscal period to conform with the
fiscal 2003 presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING--The accompanying financial statements are
prepared on the accrual basis of accounting.
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, 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 Plan invests in corporate stocks and funds that invest in 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.
6
INVESTMENT VALUATION--All investments in investment funds and common
stock are stated at fair value as reported by the Custodian and based
upon quoted market prices. Participant loans are stated at cost which
approximates fair value.
ADMINISTRATIVE EXPENSES--Administrative expenses of the Plan are paid
by the Company. Certain other expenses of the Plan such as investment
manager fees and broker fees are paid out of the net assets of the
Plan.
3. INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets at December 31:
2003 2002
AUL Fixed Interest Investment Fund $2,924,810 $3,076,538
Fidelity (VIP) Growth Fund 1,805,485 1,342,866
Fidelity (VIP II) Asset Manager Fund 992,827 988,391
SSGA S&P 500 Flagship Fund 1,229,829 968,265
American Century Ultra Fund 1,327,719 975,638
PBHG Growth Fund 774,588 569,213
AUL American Bond Fund 871,245 959,244
AUL American Money Market Fund 966,320 773,515
During 2003 and 2002, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value as follows:
2003 2002
Mutual funds $1,495,084 $(1,518,795)
Common stock 46,703 (45,099)
---------- -----------
$1,541,787 $(1,563,894)
========== ===========
4. PARTY-IN-INTEREST
Certain of the Plan's investments are invested in shares of funds
offered by the Custodian and common stock of Group. Therefore, these
transactions qualify as party-in-interest transactions. Such
investments as of December 31, 2003 are disclosed on the schedule of
assets held for investment purposes.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan at any time, subject to the
provisions set forth in ERISA. Should the Plan be terminated,
participants will become 100% vested in their employer contributions.
6. TAX STATUS
The Internal Revenue Service has issued a determination letter dated
December 11, 1996, stating the Plan is qualified under applicable
sections of the IRC. The Plan has been amended since receiving the
determination letter. The Company filed an application for
determination on January 28, 2004 and the application is still
pending. The plan administrator and the Plan's tax counsel believe
that the Plan is
7
designed and is currently being operated in compliance with the
applicable requirements of the IRC. Accordingly, no provision for
income taxes has been recorded on the financial statements.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500.
DECEMBER 31,
-------------------------------
2003 2002
Net assets available for plan benefits per the financial
statements $13,135,447 $11,950,591
Amounts allocated to withdrawing participants 12,003 7,656
----------- -----------
Net assets available for benefits per the Form 5500 $13,123,444 $11,942,935
=========== ===========
Benefit payments and withdrawals per the financial
statements $ 2,631,270 $ 1,182,532
Add amounts allocated to withdrawing participants at
December 31, 2003 and 2002, respectively 12,003 7,656
Less amounts allocated to withdrawing participants at
December 31, 2002 and 2001, respectively 7,656 8,934
----------- -----------
Benefit payments and withdrawals per the Form 5500 $ 2,635,617 $ 1,181,254
=========== ===========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
* * * * * *
8
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
FORM 5500, SCHEDULE H, PART IV, LINE 4I--SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT THE END OF THE YEAR
DECEMBER 31, 2003
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IDENTITY OF ISSUE, BORROWER, MARKET
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
Mutual Funds * AUL Fixed Interest Investment Fund $ 2,924,810
Fidelity (VIP) Growth Fund 1,805,485
SSGA S&P 500 Flagship Fund 1,229,829
Fidelity (VIP II) Asset Manager Fund 992,827
American Century Ultra Fund 1,327,719
PBHG Growth Fund 774,588
* AUL American Bond Fund 871,245
* AUL American Money Market Fund 966,320
Alger American Leveraged Allcap Fund 302,550
Fidelity (VIP) High Income Fund 251,659
American Century Income & Growth Fund 196,506
American Century International Growth Fund 119,842
* AUL American Value 16,854
* AUL American Asset Director 11,070
-----------
Total Mutual Funds 11,791,304
Common Stock * Laclede Group Common Stock 257,522
Participant Loans * Various participants, rates from 5.25% to
10.5%, maturities through May 2009 516,735
-----------
$12,565,561
===========
* Represents a party-in-interest to the Plan.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPLOYEES' PROFIT SHARING
AND SALARY DEFERRAL PLAN
OF SM&P UTILITY RESOURCES, INC.
-------------------------------
(Registrant)
Date: June 23, 2004 BY /s/ James A. Muhl
-------------- -------------------------------
James A. Muhl
Trustee
Date: June 23, 2004 BY /s/ Penelope S. Conway
-------------- -------------------------------
Penelope S. Conway
Trustee
10
Exhibits
No. Description
23 Consent of Independent Auditors
11