smpagreement8-k.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):
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February
15, 2008
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The
Laclede Group, Inc.
720 Olive
Street
St.
Louis, Missouri 63101
314-342-0500
______________
(Exact
name of registrant as specified in its charter)
(Address
of principal executive offices, including zip code)
(Registrant’s
telephone number including area code)
Missouri
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1-16681
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74-2976504
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
February 15, 2008, The Laclede Group, Inc. (“Laclede”) entered into a stock
purchase agreement (“Agreement”) with Stripe Acquisition, Inc. (“Buyer”), a
recently organized Delaware corporation affiliated with Kohlberg Management VI,
LLC. Pursuant to the Agreement, Laclede agreed to sell to Buyer all
of the outstanding shares of stock of its subsidiary, SM&P Utility
Resources, Inc. (“SM&P”).
The
purchase price is $85 million, subject to adjustments based upon the amount of
SM&P’s working capital as of the closing date and the amount of capital
expenditures between February 1, 2008 and the closing date. Closing
of the transaction is subject to certain approvals and consents, as well as to
compliance with the premerger notification requirements of the Hart-Scott-Rodino
Antitrust Improvement Act. Under the Agreement, a non-breaching party
may terminate the Agreement if closing has not occurred by May 15,
2008.
The
Agreement includes representations and warranties customary for such
transactions, including, among others, representations and warranties of the
parties as to brokers’ fees; of SM&P as to its financial status, contracts,
title to and condition of personal and real property, taxes, legal compliance,
environmental matters, employee benefits, and intellectual property; and of
Buyer as to the investment purpose of the acquisition and status of financing
commitments. In addition the Agreement includes customary pre- and
post-closing covenants including such matters as cooperation on various matters
for transition, the operation of the business from the date of the Agreement to
closing, non-competition, and the handling of employee matters. The
Agreement also includes customary indemnification provisions under which
Laclede’s aggregate indemnification obligations under the Agreement, other than
for tax and other fundamental representations, are limited to $7
million.
SIGNATURES
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.
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THE
LACLEDE GROUP, INC.
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Date:
February 15, 2008
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By:
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/s/
D. H. Yaeger
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D.
H. Yaeger
Chairman
of the Board, President and Chief Executive
Officer
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