<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1993
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Full title of the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
30 Rockefeller Plaza, New York, New York 10112
(Address of principal executive office)
<PAGE 2>
REQUIRED INFORMATION
(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 3.
(2) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE 3>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Number
Report of Independent Accountants 4
Financial Statements:
Statement of Assets Available for Plan
Benefits at December 31, 1993 with Comparative
Totals at December 31, 1992 5 - 6
Statement of Changes in Assets Available
for Plan Benefits for the Year Ended
December 31, 1993 with Comparative Totals
for the Year Ended December 31, 1992 7 - 8
Notes to Financial Statements 9 - 12
Schedules:
Schedule I - Assets Held for Investment
at December 31, 1993 13
Schedule II - Five Percent Reportable
Items for the Year Ended December 31, 1993 14
Signatures 15
<PAGE 4>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
In our opinion, the accompanying statement of assets available for plan
benefits and the related statement of changes in assets available for plan
benefits present fairly, in all material respects, the assets of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees at December
31, 1993, and the changes in its assets for the year then ended, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Administrative Committee; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which 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, assessing
the accounting principles used and significant estimates made by the
Administrative Committee, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets available for plan benefits as of December
31, 1992 and the related statement of changes in assets available for plan
benefits for the year then ended (not presented herein) and in our report
dated June 25, 1993 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed statement of assets available for plan benefits as of December 31,
1992 and the condensed statement of changes in assets available for plan
benefits for the year ended December 31, 1992, when read in conjunction with
the financial statements from which it has been derived, is fairly stated in
all material respects in relation thereto.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICE WATERHOUSE
Buffalo, New York
June 27, 1994
<TABLE>
<PAGE 5>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1992
Participant Salary Reductions
Vanguard Funds
Employer Vanguard National Fuel International
Contributions Investment Gas Company Equity
Common Stock GIC Contract Common Stock Index Index Fund -
Fund B Fund Trust Fund A Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market (historical
cost $42,778,287 and
$35,675,561, respectively) $20,950,979 $3,969,856 $5,277,797 $10,575,693 $7,813,632 $552,639
Receivables
Employer Contributions 167,798 - - - - -
Participant Salary Reductions 83 - 63,312 117,364 126,451 13,675
Notes Receivable Participant
Loans - - - - - -
Total Assets Available
for Plan Benefits $21,118,860 $3,969,856 $5,341,109 $10,693,057 $7,940,083 $566,314
See accompanying notes to financial statements.
<PAGE 6>
<CAPTION>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1993 1992
<C> <C> <C> <C> <C> <C>
$714,126 $1,676,439 $2,154,381 $ - $53,685,542 $42,661,660
- - - - 167,798 156,557
17,419 18,800 36,258 - 393,362 337,641
- - - 2,351,305 2,351,305 1,552,316
$731,545 $1,695,239 $2,190,639 $2,351,305 $56,598,007 $44,708,174
<PAGE 7>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1992
Participant Salary Reductions
Vanguard Funds
Employer Vanguard National Fuel International
Contributions Investment Gas Company Equity
Common Stock GIC Contract Common Stock Index Index Fund -
Fund B Fund Trust Fund A Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C> <C>
Investment Income From National
Fuel Gas Company Common
Stock Funds $ 880,454 $ - $ - $ 453,664 $ - $ -
Interest Income - 329,614 283,647 - - -
Investment Income from Mutual
Funds - - - - 195,153 3,346
Total Investment Income 880,454 329,614 283,647 453,664 195,153 3,346
Net Appreciation in
Fair Value of Investments 2,510,302 - - 1,329,173 463,817 83,122
Employer Matching Contributions 2,101,612 - - - - -
Participant Salary Reductions - - 707,768 1,167,225 1,254,404 131,275
Rollovers and Other Individual
Transfers In 17,239 13,744 13,154 37,733 38,788 -
Payments to Participants or
Beneficiaries (560,144) (131,098) (121,535) (317,971) (79,414) -
Transfers (to)/from Associated
Funds (3,559) (49,576) 96,024 (652,094) (268,318) 105,289
Increase in Assets
Available for Plan Benefits
During the Year 4,945,904 162,684 979,058 2,017,730 1,604,430 323,032
Assets Available for Plan
Benefits:
Beginning of Year 16,172,956 3,807,172 4,362,051 8,675,327 6,335,653 243,282
End of Year $21,118,860 $3,969,856 $5,341,109 $10,693,057 $7,940,083 $566,314
See accompanying notes to finacial statements.
<PAGE 8>
<CAPTION>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1993 1992
<C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ 1,334,118 $ 1,134,331
- - - 164,352 777,613 869,186
6,669 47,978 147,646 - 400,792 338,251
6,669 47,978 147,646 164,352 2,512,523 2,341,768
115,845 - 26,409 - 4,528,668 4,188,180
- - - - 2,101,612 1,875,326
170,144 210,320 366,880 - 4,008,016 3,641,181
- 3,253 2,517 - 126,428 -
(2,194) (89,168) (84,825) (1,065) (1,387,414) (2,166,054)
112,725 76,904 (53,097) 635,702 - -
403,189 249,287 405,530 798,989 11,889,833 9,880,401
328,356 1,445,952 1,785,109 1,552,316 44,708,174 34,827,773
$731,545 $1,695,239 $2,190,639 $2,351,305 $56,598,007 $44,708,174
</TABLE>
<PAGE 9>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
General:
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan For Non-Union Employees ("Plan") is provided for general
information purposes, and is qualified in its entirety by reference to the
Plan. The Plan was adopted July 26, 1984, effective as of July 1, 1984, and
has been amended and restated since that time. It is subject to certain
provisions of the Employee Retirement Income Security Act of 1974.
Eligibility and Participation:
Originally, the Plan was established for the benefit of professional,
administrative or executive (i.e. salaried) employees of National Fuel Gas
Company and its subsidiaries ("Company"). Persons who were salaried
employees on July 1, 1984, were eligible to participate at that date.
Effective on various dates since July 1, 1984, most non-union non-salaried
employees of the Company became eligible to participate in the Plan. New
employees must complete six full months of employment and have attained age
21 in order to become eligible to participate.
Contributions:
Plan participants who are supervisors or executives, except those who are
employed by (a) Utility Constructors, Inc. ("UCI") or (b) Seneca Resources
Corporation (outside of New York or Pennsylvania) ("Seneca Resources"), may
direct the Company to reduce their base salaries by a specified full
percentage of at least 2% and not more than 12%. These salary reductions are
subject to certain Plan and Internal Revenue Code limitations, and the
Company remits them to the Plan Trustee on the participants' behalf. In
addition, the Company makes an employer matching contribution for these
supervisory/executive employees that ranges from 2% to 6% of the
participant's base pay, depending on their years of service and rate of
salary reduction contributions. No supervisory or executive employee is
eligible to make future contributions to the National Fuel Gas Company
Employees' Thrift Plan ("Thrift Plan").
Plan participants who are supervisors or executives and employed by UCI
or Seneca Resources may direct the Company to reduce their base salaries by a
specified full percentage of at least 2% and not more than 15%. All
non-union, non-supervisory employees of the Company who are Plan participants
may also direct the Company to reduce their base salaries by a specified full
percentage of at least 2% and not more than 15%. The 15% limit is reduced by
1% for each percent of base salary contributed to the Thrift Plan. The
Company makes an employer matching contribution for these employees that
<PAGE 10>
ranges from 1% to 3.5% of the participants' base salary, depending upon their
years of service and rate of salary reduction contributions. The employer
matching contributions are contributed first to the Thrift Plan to the extent
permitted under the Thrift Plan, and then the remainder, if any, is
contributed to the Plan. Only non-union, non-supervisory employees are
eligible to make future contributions to the Thrift Plan.
"Base salary" is defined in the Plan generally to mean a participant's
base annual salary for a payroll period. An individual participant's salary
reduction contributions to the Plan are subject to ceilings imposed by the
Tax Reform Act of 1986. However, Company matching contributions are not
subject to such ceilings. The ceiling was $8,994 for 1993 and will be $9,240
for 1994. The ceiling is scheduled to continue to increase in subsequent
years, with increases in the cost of living.
Participants' accounts, including all salary reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment alternatives for salary reduction contributions:
Participants may invest their salary reduction contributions in the
common stock of National Fuel Gas Company ("National Stock Fund A"), the
Vanguard Investment Contract Trust and/or in one or more of five mutual
funds, in increments of 10%. A separate account is maintained for each
participant showing his interest in each fund.
The National Stock Fund A allows participants to invest their salary
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in
Vanguard Money Market Reserves and may also include receivables and/or
payables for unsettled security transactions and receivables for accrued
dividends.
The Vanguard Investment Contract Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies; the Vanguard Index Trust-500 Portfolio, which invests
in publicly-traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Price Index; the Vanguard
Money Market Reserves, Inc.-Prime Portfolio, which invests in money market
instruments which mature in one year or less; the Vanguard Total Bond Market
Portfolio, which invests in bonds and other "fixed-income" securities and
seeks to duplicate the investment performance of the Lehman Brothers
Aggregate Bond Index; the Vanguard International Equity Index Fund - Pacific
Portfolio, which attempts to provide investment results paralleling those of
the Morgan Stanley Capital International Pacific Index, a diversified index
of common stocks of companies located in Japan, Australia, New Zealand, Hong
Kong and Singapore; and the Vanguard International Equity Index Fund -
European Portfolio, which attempts to provide investment results that
correspond to the price and yield performance of European stocks, in the
aggregate, as represented by the Morgan Stanley Capital International Europe
(Free) Index.
<PAGE 11>
The guaranteed investment fund ("GIC Fund") consists of a continuing
deposit guaranteed investment contract ("GIC") issued by Provident National
Assurance Company ("Provident"), which has a term of August 1, 1991 through
July 31, 1994 and provides an effective annual interest rate of 7.64%, and a
GIC issued by Continental Assurance Company ("CNA"), which has a term of
August 1, 1990 through August 1, 1994, and provides an effective annual
interest rate of 9.42%. Participant salary reductions for participants
selecting the GIC investment alternative were invested in the Provident 7.64%
GIC through July 1992. Since that time, participant salary reductions have
been invested in the Vanguard Investment Contract Trust. The CNA and
Provident contracts continue to earn interest even though they no longer
accept contributions.
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce
or increase the percentage of salary reduction elected, redirect their
current salary reduction contributions into different investment funds, or
suspend salary reduction contributions altogether.
Employer Matching Contributions:
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock
Fund B"). This fund also maintains a small cash position in Vanguard Money
Market Reserves and may also include receivables and/or payables for
unsettled security transactions and receivables for accrued dividends. A
separate account is maintained for each participant showing his interest in
this fund. Participants may not redirect their interests in this fund into
any other fund.
Withdrawals, loans and distributions:
Plan participants (or their beneficiaries) may receive distributions from
the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally,
Plan participants may borrow from their accounts in accordance with various
Plan rules. In certain cases, participants may postpone receipt of Plan
distributions.
Administration:
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify
the Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
<PAGE 12>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting and valuation:
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the
cash positions and receivables at the close of the Plan year. Mutual funds
are reported on a current value basis, using quoted market values of the
investments at the close of the Plan year. Guaranteed investment contracts
in the GIC Fund are reported at contract value at the close of the Plan year.
The investment contracts in the Vanguard Investment Contract Trust are
carried at fair value, which approximates contract value, as determined by
the Vanguard Investment Contract Trust's Investment Committee. National Fuel
Gas Company stock distributed to participants is reflected at market.
Administrative expenses:
Expenses related to administration of the Plan and Trust are borne by the
Company. The Company paid Vanguard $30,324 for services rendered in
connection with the Plan and Trust for the year ended December 31, 1993.
Brokerage commissions and similar costs of acquiring or selling securities
(if any) that are incurred by a participant investment fund are borne by the
participant.
Reclassification:
At December 31, 1993, certain prior year amounts have been reclassified
to conform to current year presentation.
NOTE 3 - INCOME TAXES
The Company received a favorable determination letter from the Internal
Revenue Service regarding the Plan. Accordingly, no provision for income
taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
For the Plan years ended December 31, 1993 and 1992, there were no known
prohibited transactions with parties-in-interest as defined in ERISA Sections
406 and 407(a) and Internal Revenue Code Section 4975(c).
<PAGE 13>
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ASSETS HELD FOR INVESTMENT
AT DECEMBER 31, 1993
Number of Shares Percentage
Name of Issuer and Title or Historical Market of Total
of Issue Principal Amount Cost Value Investments
National Fuel Gas Company
Stock Funds (1)
National Stock Fund A 864,734 $ 7,499,811 $10,575,693
National Stock Fund B 1,713,081 13,856,502 20,950,979
2,577,815 21,356,313 31,526,672 58.7%
Vanguard Mutual Funds (2)
Index Trust-500 Portfolio 178,271 7,221,969 7,813,632
International Equity Index
Fund - Pacific Portfolio 54,555 484,585 552,639
International Equity Index
Fund - European
Portfolio 60,112 622,409 714,126
Money Market Reserves, Inc.
-Prime Portfolio 1,676,439 1,676,439 1,676,439
Total Bond Market Portfolio 214,153 2,168,919 2,154,381
2,183,530 12,174,321 12,911,217 24.0%
Common/Collective Trust (3)
Vanguard Investment
Contract Trust 5,277,797 5,277,797 5,277,797 9.8%
Guaranteed Investment
Contracts
Continental Assurance
Company GIC Policy,
9.42%, due 8/01/94 $2,789,312 2,789,312 2,789,312
Provident National Assurance
Company GIC Policy,
7.64%, due 7/31/94 1,180,544 1,180,544 1,180,544
$3,969,856 3,969,856 3,969,856 7.5%
Total Investments $42,778,287 $53,685,542 100.0%
(1) Number of shares represents shares in the fund, not shares of National
Fuel Gas Company common stock.
(2) The financial statements of the mutual funds have been filed with the
Securities and Exchange Commission by the Vanguard Group of Investment
Companies, investment companies registered under the Investment Company
Act of 1940.
(3) The audited annual report for the Vanguard Investment Contract Trust has
been filed with the Department of Labor by the Vanguard Fiduciary Trust
Company. The entity's tax identification number is 23-695-3141.
<PAGE 14
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
FIVE PERCENT REPORTABLE ITEMS
FOR THE YEAR ENDED DECEMBER 31, 1993
Number of Number Historical Historical
Purchase of Sell Cost of Cost of Net
Trans- Trans- Assets Proceeds Assets Historical
actions actions Purchased on Sales Sold Gain
Description
Series
Transactions
National Fuel Gas
Company Stock Funds:
National Stock Funds
A and B 59 106 $5,071,379 $1,979,238 $1,413,642 $565,596
<PAGE 15>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (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.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Name of Plan)
By: /s/Joseph P. Pawlowski
Joseph P. Pawlowski
Treasurer, Principal
Accounting Officer and
Member of the Tax-Deferred
Savings Plan Committee
Date: June 29, 1994
EXHIBIT 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-17341 and 2-97641), as amended, of the
National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees
of our report dated June 27, 1994 appearing on page 4 of this Form 11-K.
PRICE WATERHOUSE
Buffalo, New York
June 27, 1994
