<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
(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
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
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 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
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1992
Participant Wage 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 $17,313,292, and
$12,273,119, respectively) $3,724,056 $2,237,526 $1,639,279 $6,338,452 $3,949,224 $156,510
Receivables
Employer Contributions 72,997 - - - - -
Participant Wage Reductions - - 51,220 127,112 102,457 8,359
Notes Receivable Participant
Loans - - - - - -
Assets Available for
Plan Benefits $3,797,053 $2,237,526 $1,690,499 $6,465,564 $4,051,681 $164,869
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>
$226,244 $585,113 $731,518 $ - $19,587,922 $13,287,005
- - - - 72,997 55,166
10,103 18,347 23,032 - 340,630 282,766
- - - 397,132 397,132 126,852
$236,347 $603,460 $754,550 $397,132 $20,398,681 $13,751,789
<PAGE 7>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
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 Wage 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 $146,678 $ - $ - $249,499 $ - $ -
Interest Income - 182,937 74,552 - - -
Investment Income from Mutual
Funds - - - - 94,767 579
Total Investment Income 146,678 182,937 74,552 249,499 94,767 579
Net Appreciation in Fair Value
of Investments 390,313 - - 657,712 214,424 16,624
Employer Matching Contributions 842,816 - - - - -
Participant Wage Reductions - - 652,614 1,500,674 1,155,232 80,568
Payments to Participants or
Beneficiaries (58,319) (58,959) (36,429) (59,033) (44,769) (1,416)
Transfers (to)/from Associated
Funds - (17,008) 29,427 (65,979) (158,603) 15,611
Increase in Assets Available
for Plan Benefits During
the Year 1,321,488 106,970 720,164 2,282,873 1,261,051 111,966
Assets Available for Plan
Benefits:
Beginning of Year 2,475,565 2,130,556 970,335 4,182,691 2,790,630 52,903
End of Year $3,797,053 $2,237,526 $1,690,499 $6,465,564 $4,051,681 $164,869
See accompanying notes to financial 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>
$ - $ - $ - $ - $ 396,177 $ 278,442
- - - 18,353 275,842 225,336
1,851 14,887 46,026 - 158,110 109,632
1,851 14,887 46,026 18,353 830,129 613,410
34,094 - 5,559 - 1,318,726 968,201
- - - - 842,816 661,607
111,337 198,056 266,297 - 3,964,778 3,311,635
(532) (37,299) (12,801) - (309,557) (79,994)
13,036 (16,941) (51,470) 251,927 - -
159,786 158,703 253,611 270,280 6,646,892 5,474,859
76,561 444,757 500,939 126,852 13,751,789 8,276,930
$236,347 $603,460 $754,550 $397,132 $20,398,681 $13,751,789
</TABLE>
<PAGE 9>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
General:
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan ("Plan") is provided for general information purposes, and is
qualified in its entirety by reference to the Plan. The Plan was adopted
April 10, 1989, effective as of July 1, 1989, and has been amended 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 employees of
National Fuel Gas Company and its subsidiaries ("Company") who were subject to
a collective bargaining agreement between the Company and the International
Brotherhood of Electrical Workers ("IBEW"), Locals 2154, 2199 or 2199-J.
These employees became eligible to participate in the Plan on July 1, 1989 or,
if later, after completing six full months of employment and attaining age 21.
Employees subject to collective bargaining agreements between the Company and
the IBEW Local 2279 and the International Brotherhood of Firemen and Oilers,
Locals 22, 23, 25 and 251 also became eligible to participate in the Plan on
August 1, 1990 or, if later, after completing six full months of employment
and attaining age 21.
Contributions:
Plan participants may direct the Company to reduce their base pay 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 pay contributed to the National Fuel
Gas Company Employees' Thrift Plan ("Thrift Plan") by the employee for the
same payroll period. These wage 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 that ranges from 1% to 3.5% of the
participants' base pay depending upon their years of service and rate of wage
reduction contributions. However, these employer matching contributions are
reduced by the Thrift Plan matching contributions for such participants for
such payroll period.
"Base pay" is defined in the Plan generally to mean a participant's basic
compensation for a payroll period. An individual participant's wage 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.
<PAGE 10>
Participants' accounts, including all wage reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment alternatives for wage reduction contributions:
Participants may invest their wage 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 wage
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.
The guaranteed investment fund ("GIC Fund") currently 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 Provident and
CNA contracts continue to earn interest even though they no longer accept
contributions.
<PAGE 11>
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 wage reduction elected, redirect their current
wage reduction contributions into different investment funds, or suspend wage
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.
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. The 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.
<PAGE 12>
Administrative expenses:
Expenses related to administration of the Plan and Trust are borne by the
Company. The Company paid Vanguard $64,917 for services in connection with
the Plan and Trust for the year ended December 31, 1993. Brokerage
commissions and similar costs of acquiring or selling securities 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 intends to request a determination letter from the Internal
Revenue Service indicating that the Plan qualifies under Section 401(a) and
Section 401(k) of the Internal Revenue Code of 1986, as amended. 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
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 518,271 $ 5,135,389 $ 6,338,452
National Stock Fund B 304,502 2,960,858 3,724,056
822,773 8,096,247 10,062,508 51.4%
Vanguard Mutual Funds (2)
Index Trust-500 Portfolio 90,103 3,678,218 3,949,224
International Equity Index
Fund - Pacific Portfolio 15,450 144,253 156,510
International Equity Index
Fund - European Portfolio 19,044 196,026 226,244
Money Market Reserves, Inc.
-Prime Portfolio 585,113 585,113 585,113
Total Bond Market Portfolio 72,715 736,630 731,518
782,425 5,340,240 5,648,609 28.8%
Guaranteed Investment Contracts
Continental Assurance
Company GIC Policy,
9.42%, due 8/01/94 $1,235,613 1,235,613 1,235,613
Provident National Assurance
Company GIC Policy, 7.64%,
due 7/31/94 1,001,913 1,001,913 1,001,913
$2,237,526 2,237,526 2,237,526 11.4%
Common/Collective Trust (3)
Vanguard Investment
Contract Trust 1,639,279 1,639,279 1,639,279 8.4%
Total Investments $17,313,292 $19,587,922 100.0%
(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
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 69 $2,885,699 $365,423 $324,892 $40,531
Vanguard Index
Trust - 500
Portfolio 33 61 1,309,021 285,830 271,462 14,368
Vanguard Investment
Contract Trust 49 42 814,562 94,055 94,055 -
<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
(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 (No. 33-28037) of the National Fuel Gas Company
Tax-Deferred Savings Plan of our report dated June 27, 1994 appearing on page
4 of this Form 11-K.
PRICE WATERHOUSE
Buffalo, New York
June 27, 1994
