Exhibit 4.4
DECLARATION OF TRUST
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THIS DECLARATION OF TRUST is dated as of April 4, 2002, between
The Laclede Group, Inc., a Missouri corporation, as sponsor (the "Sponsor"),
and Xxxxxxx X. Xxxxxx, Xxxxxx X. XxXxxxx, Xx, and Xxxxxx X. Xxxxxxxx, as
Administrative Trustees, The Bank of New York, a New York banking
corporation, as Property Trustee and The Bank of New York (Delaware), a
Delaware banking corporation, as Delaware Trustee (collectively the
"Trustees" and each individually a "Trustee"). The Sponsor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"Laclede Capital Trust I," in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust from the Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C Section 3801 et seq.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a Certificate of Trust with the Delaware Secretary of State
in the form attached hereto.
3. The Sponsor and the Trustees will enter into an Amended
and Restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities (the "Preferred Securities") and the common securities (the
"Common Securities") referred to therein. Prior to the execution and
delivery of such Amended and Restated Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise contemplated by this Declaration of Trust,
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise. Notwithstanding the foregoing, the Trustees may
take all actions deemed proper as are necessary to effect the transactions
contemplated herein.
The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, (1) to prepare and file with the
Securities and Exchange Commission (the "Commission") and to execute, in the
case of the 1933 Act Registration Statement and the 1934 Act Registration
Statement (each as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Preferred Securities, (b) any preliminary prospectus, prospectus or
prospectus supplement thereto and any exhibits contained therein relating to
the Preferred Securities required to be filed pursuant to the
1933 Act, and (c) if and at such time as determined by the Sponsor, a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities
under the Securities Exchange Act of 1934, as amended; (2) if and at such
time as determined by the Sponsor, to file with the New York Stock Exchange
or other exchange, or the National Association of Securities Dealers
("NASD"), and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the New York Stock Exchange or other such
exchange, or the NASD's Nasdaq Stock Market; (3) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers
and documents that shall be necessary or desirable to register the Preferred
Securities under the securities or "blue sky" laws of such jurisdictions as
the Sponsor, on behalf of the Trust, may deem necessary or desirable; (4) to
execute and deliver letters or documents to, or instruments for filing with,
a depository relating to the Preferred Securities; and (5) to execute,
deliver and perform on behalf of the Trust an underwriting agreement with
one or more underwriters relating to the offering of the Preferred
Securities, in substantially the form included as an Exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in this
Section 3 is required by the rules and regulations of the Commission, the
New York Stock Exchange or other exchange, NASD, or state securities or
"blue sky" laws to be executed on behalf of the Trust by the Trustees,
Xxxxxxx X. Xxxxxx, Xxxxxx X. XxXxxxx, Xx. and Xxxxxx X. Xxxxxxxx, in their
capacity as trustees of the Trust, are hereby authorized to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing,
it being understood that each of such Trustees, in his capacity as a trustee
of the Trust, shall not be required to join in any such filing or execute on
behalf of the Trust any such document unless such Trustee is required to do
so by the rules and regulations of the Commission, the New York Stock
Exchange or other exchange, NASD, or state securities or "blue sky" laws.
4. This Declaration of Trust may be executed in one or more
counterparts.
5. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of Trustees; provided, however, that the
number of Trustees shall in no event be less than five (5); and provided,
further, that to the extent required by the Business Trust Act, one Trustee
shall either be a natural person who is a resident of the State of Delaware
or, if not a natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law. Subject to the foregoing, the Sponsor is entitled to appoint
or remove without cause any Trustee at any time. The Trustees may resign
upon thirty days' prior notice to the Sponsor.
6. The Sponsor may, in its sole discretion, dissolve and
terminate the Trust prior to the issuance of any Preferred Securities and
shall promptly notify the Trustees in writing of any such termination.
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7. This Declaration of Trust shall be governed by and
construed in accordance with, the laws of the State of Delaware (without
regard to principles of conflict of laws thereof).
8. The Sponsor shall (i) reimburse the Trustees for any
expenses incurred by them in connection with this Declaration of Trust and
(ii) indemnify the Trustees for any loss, claim or damage incurred by them
in connection with this Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration
of Trust to be duly executed as of the day and year first above written.
THE LACLEDE GROUP, INC., a Missouri
corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman of the
Board, President and Chief Executive
Officer
THE BANK OF NEW YORK, a New York banking
corporation, as Property Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK (DELAWARE), a Delaware
banking corporation, as Delaware Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
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Administrative Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Administrative Trustee
By: /s/ Xxxxxx X. XxXxxxx, Xx.
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Name: Xxxxxx X. XxXxxxx, Xx.
Administrative Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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EXHIBIT A
CERTIFICATE OF TRUST
OF
LACLEDE CAPITAL TRUST I
This Certificate of Trust is being executed as of April , 2002
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and filed in accordance with the Delaware Business Trust Act (12 Del C.
Section 3801 et seq) and sets forth the following:
The undersigned hereby certifies as follows:
1. Name: The name of the business trust being formed hereby
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is "Laclede Capital Trust I" (the "Trust").
2. Delaware Trustee. The name and business address of the
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trustee of the Trust in the State of Delaware are as follows:
The Bank of New York (Delaware)
502 Xxxxx Xxxx Center
Xxxxx 000
X. X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
3. Effective. This Certificate of Trust shall be effective
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immediately upon filing in the Office of the Secretary of State of the State
of Delaware.
4. Counterparts. This Certificate of Trust may be executed
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in one or more counterparts, all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned, being all of the trustees of
the Trust, have duly executed this Certificate of Trust as of the day and
year first above written.
ADMINISTRATIVE TRUSTEE The Bank of New York (Delaware), as
Delaware Trustee
By:
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Name: Xxxxxxx X. Xxxxxx By:
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Name:
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ADMINISTRATIVE TRUSTEE Title:
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By:
---------------------------- The Bank of New York, as Property Trustee
Name: Xxxxxx X. XxXxxxx, Xx.
By:
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ADMINISTRATIVE TRUSTEE Name:
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By: Title:
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Name: Xxxxxx X. Xxxxxxxx
