As filed with the Securities Exchange Commission on January 12, 1994
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey 13-1086010
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 Rockefeller Plaza
New York, New York 10112
(212) 541-7533
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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THOMAS E. BURNS CLIVE D. CONLEY, ESQ.
Assistant Vice President REID & PRIEST
NATIONAL FUEL GAS COMPANY 40 West 57th Street
30 Rockefeller Plaza New York, New York 10019
New York, New York 10112 (212) 603-2206
(212) 541-7533
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit* Price* Fee
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Common Stock,
one dollar
($1.00) par 1,000,000
value........... shares $33,500 $33,500,000 $11,552
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*Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the registrant's Common Stock on the New York Stock Exchange
composite tape on January 5, 1994.
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<PAGE>
PROSPECTUS
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NATIONAL FUEL GAS COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 Shares of Common Stock
(One Dollar ($1.00) Par Value)
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
National Fuel Gas Company (the "Company") provides holders of shares of the
Company's Common Stock with a simple and convenient method of investing
dividends on such shares in additional shares of the Company's Common
Stock, one dollar ($1.00) par value (the "Common Stock"), and making
optional cash purchases of additional shares of Common Stock, in each case
without payment of any brokerage commission or service charge in connection
with such investment. Any holder of record of shares of the Company's
Common Stock is eligible to join the Plan. (See Question 5 under
"Description of the Plan" with respect to Common Stock registered in
"street" or nominee name.) Participants may withdraw from the Plan at any
time.
Investment options offered to participants in the Plan are as follows:
- have cash dividends on all shares of Common Stock registered in
their names automatically reinvested in Common Stock, or
- continue to receive cash dividends on all shares of Common Stock
registered in their names and purchase Common Stock by making
optional cash payments from time to time of not less than $25 per
payment and not more than $5,000 per monthly investment period,
or
- both reinvest cash dividends on all shares of Common Stock
registered in their names and make such optional cash purchases.
The shares of Common Stock purchased under the Plan with reinvested
dividends and optional cash payments will, in the discretion of the
Company, be original issue shares or shares purchased on the open market by
the agent, or a combination of the foregoing. Optional cash payments will
be invested on a monthly basis and dividends will be reinvested quarterly.
The agent will be Chemical Bank, New York, New York, or such other bank or
trust company as the Company may from time to time designate (the "Bank").
The price of shares of Common Stock purchased on the open market with
reinvested dividends or optional cash payments will be the average price of
all shares of Common Stock purchased on the open market by the Bank with
respect to a particular investment period. The purchase price of original
issue shares of Common Stock purchased from the Company with reinvested
dividends or optional cash payments will be the average of the daily high
and low sale prices of the Company's Common Stock on the New York Stock
Exchange on the date the stock is issued. (See Question 14 under
"Description of the Plan" with respect to the price of the Common Stock
purchased under the Plan.)
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends will depend upon future earnings, the
financial condition of the Company and other factors.
The outstanding shares of Common Stock are, and any original issue
shares sold under the Plan, will be listed on the New York Stock Exchange.
This prospectus should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January 12, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission ("SEC"). Such reports, proxy statements and other
information filed by the Company with the SEC can be inspected and copied
at the public reference facilities maintained by the SEC at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the SEC: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048, and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of
such material can also be obtained at prescribed rates from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which certain of the Company's
securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the SEC
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for its fiscal year
ended September 30, 1993; and
(2) The Company's definitive Proxy Statement dated January 6,
1994, relating to its Annual Meeting of Stockholders to be held on
February 16, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the shares of Common Stock offered by
this Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents; provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13 of the Exchange
Act prior to the filing of the Company's most recent Form 10-K with the SEC
shall not be incorporated by reference in this Prospectus or be a part
hereof from and after such filing of such Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is
deemed to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED BY REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THOMAS E. BURNS,
ASSISTANT VICE PRESIDENT, NATIONAL FUEL GAS COMPANY, 30 ROCKEFELLER PLAZA,
NEW YORK, NEW YORK 10112 (TELEPHONE NUMBER (212) 541-7533).
<PAGE>
TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................... 2
THE COMPANY.......................................................... 4
MISCELLANEOUS INFORMATION............................................ 4
USE OF PROCEEDS...................................................... 4
DESCRIPTION OF THE PLAN.............................................. 4
Purpose......................................................... 4
Administration.................................................. 4
Participation................................................... 5
Reinvestment of Cash Dividends and/or Optional Cash Payments.... 6
Purchases....................................................... 7
Reports......................................................... 8
Stock Certificates.............................................. 8
Withdrawal from the Plan........................................ 8
Sale of Shares.................................................. 8
Other Information............................................... 8
FEDERAL INCOME TAX INFORMATION....................................... 9
DESCRIPTION OF COMMON STOCK.......................................... 10
Dividend Rights................................................. 11
Voting Rights and Classification of the Board of Directors...... 11
Liquidation Rights.............................................. 11
Preemptive Rights............................................... 11
Business Combinations........................................... 11
Listing......................................................... 12
Transfer Agent and Registrar.................................... 12
LEGAL OPINIONS AND EXPERTS........................................... 12
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY, NOR IS IT AN OFFER OR SOLICITATION IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS
SUBSIDIARIES SINCE THE DATE HEREOF.
THE COMPANY
The Company, a registered holding company under the Public Utility
Holding Company Act of 1935, as amended, was organized under the laws of
New Jersey in 1902. Its principal executive office is located at 30
Rockefeller Plaza, New York, New York 10112, and its telephone number is
(212) 541-7533. The Company is engaged solely in the business of owning and
holding all of the securities of its subsidiaries: National Fuel Gas
Distribution Corporation, National Fuel Gas Supply Corporation, Seneca
Resources Corporation, Penn-York Energy Corporation, Empire Exploration,
Inc., Utility Constructors, Inc., Highland Land & Minerals, Inc., Data-
Track Account Services, Inc., Leidy Hub, Inc. (formerly Enerop Corporation)
and National Fuel Resources, Inc.
The Company and its subsidiaries (System) comprise an integrated
natural gas operation represented by three major business segments:
Pipeline and Storage, which is engaged in the storage, transportation and
wholesale sale of natural gas; Utility Operation, which sells and
transports natural gas to retail customers and end-users, respectively, in
western New York and northwestern Pennsylvania; and Exploration and
Production, which is engaged in natural gas and oil exploration,
development and production. In addition to these three major business
segments the System also engages in pipeline construction, gas and oil well
drilling, natural gas marketing and brokerage, sawmill and dry kiln
operations, and the marketing of timber.
MISCELLANEOUS INFORMATION
Potential Contingent Liability to Participants
Under the Company's Dividend Reinvestment and
Stock Purchase Plan
During the period January 15, 1993, through December 15, 1993,
approximately 182,209 shares of the Company's Common Stock purchased by
participants under the Company's Dividend Reinvestment and Stock Purchase
Plan, at prices ranging from $30.170 to $36.125 per share, may, due to a
delay in filing of a Registration Statement on Form S-3, have been offered
and sold in violation of the Securities Act of 1933, as amended
("Securities Act"). Participants who purchased such shares may be entitled
to recovery of the consideration paid for such securities, as provided in
Sections 12 and 13 of the Securities Act. In order to obtain any such
recovery a participant must tender such shares to the Company.
USE OF PROCEEDS
No proceeds are realized by the Company when purchases of Common Stock
under the Plan are made on the open market. The Company has not determined
the number of original issue shares of Common Stock, if any, that will be
purchased directly from the Company under the Plan or the amount of
proceeds of any such shares. To the extent that any original issue shares
are purchased directly from the Company, the Company intends to use the net
proceeds from the issuance of such shares to repay short-term debt and for
other general corporate purposes.
DESCRIPTION OF THE PLAN
The following is a question-and-answer statement of the provisions of
the Plan:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of shares of
the Company's Common Stock with a simple and convenient method of investing
cash dividends on such shares and optional cash payments in shares of the
Company's Common Stock without payment of any brokerage commission or
service charge. The shares of Common Stock purchased may be, in the
Company's discretion, either original issue shares of Common Stock
purchased from the Company or shares of Common Stock purchased on the open
market. When original issue shares of Common Stock are purchased from the
Company, the Company will receive new equity capital funds available to be
used to repay short-term debt and for general corporate purposes. (See "Use
of Proceeds".)
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Bank has been designated by the Company to act as the
shareholders' agent and to administer the Plan for participants, including
receiving participants' dividends and optional cash payments, keeping
records, sending statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the
Plan will be registered in the name of the Bank (or its nominee), as agent
for participants in the Plan. In making purchases for a participant's
account, the Bank may commingle the participant's reinvested dividends and
optional cash payments with those of other participants in the Plan.
3. WHAT ARE THE COSTS TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN OR SALES UPON WITHDRAWAL FROM THE PLAN?
Participants are not required to pay a commission or charge of any
kind in connection with the purchase of Common Stock. All such charges will
be paid by the Company. If a participant withdraws from the Plan and
requests a sale of shares upon such withdrawal, the participant will
receive the proceeds from the sale of shares sold at the participant's
request, less any brokerage commissions, any transfer tax and a $15.00 Bank
service fee.
All fractional shares of Common Stock credited to a participant's
account will be sold upon the participant's withdrawal whether he requests
a sale of shares or whether he elects to receive certificates for shares
credited to his account. Upon the sale of such fractional shares, the
participant will receive a check for the proceeds, minus any brokerage
commission.
The general service fees for administration of the Plan are paid by
the Company.
PARTICIPATION
4. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
Participants in the Plan may:
(a) have cash dividends on all shares of Common Stock registered
in their names automatically reinvested in Common Stock, or
(b) continue to receive cash dividends on all shares of Common
Stock registered in their names and purchase Common Stock by making
optional cash payments from time to time of not less than $25 per
payment and not more than $5,000 per monthly investment period, or
(c) both reinvest cash dividends on all shares of Common Stock
registered in their names and make such optional cash purchases.
The Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts. In addition, dividends in respect of
such fractions, as well as full shares, will be reinvested in shares of
Common Stock and such shares will be credited to participants' accounts.
5. WHO IS ELIGIBLE TO PARTICIPATE?
Subject to the following sentence, the Plan is available to holders of
record of shares of Common Stock of the Company. Any shareholder whose
stock is registered in a name other than the shareholder's own name (for
example, in the name of a broker or bank nominee) may participate by having
some or all of the shareholder's shares registered in the shareholder's own
name.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
To participate in the Plan, a shareholder must complete, sign and
return an Authorization Form to the Bank. Authorization Forms may be
obtained at any time upon written request to the Bank.
Shareholders currently enrolled in the Plan will continue to
participate in the Plan unless they have elected to discontinue
participation by giving written notice to the Bank.
7. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time.
Participation with respect to the reinvestment of dividends on Common
Stock registered in a participant's name will commence with the first
dividend payable following receipt by the Bank of the signed Authorization
Form if such form is received on or before the record date for that
dividend. (The record date for a dividend is usually about two weeks before
the payment date. The dividend payment dates for the Company's Common Stock
have typically been the fifteenth day of January, April, July and October.)
If an Authorization Form is received by the Bank after the record date, the
dividend will be paid in cash and participation will be delayed until the
following dividend is declared.
Participation with respect to purchases of Common Stock with optional
cash payments will commence during the first investment period (as
described in the answer to Question 11) beginning after the Bank receives
the signed Authorization Form and a check or money order for the optional
cash payment.
Participation in the Plan is voluntary. A shareholder of record may
join or rejoin at any time. A participating shareholder is not required to
remain enrolled and may discontinue his participation at any time following
the procedure discussed below in the answer to question 18. Authorization
Forms may be obtained from the Bank upon written request.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change investment options by signing a new
Authorization Form and returning it to the Bank. An Authorization Form may
be obtained from the Bank upon written request. Any change in options with
respect to reinvestment of dividends must be received by the Bank prior to
the record date for a dividend payment in order to be effective for that
particular dividend.
REINVESTMENT OF CASH DIVIDENDS AND/OR OPTIONAL CASH PAYMENTS
9. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form serves both to initiate participation in the
Plan and to appoint the Bank as the participant's agent under the Plan.
With respect to the reinvestment of dividends, the Authorization Form
directs the Bank to apply the participant's cash dividends on all shares of
Common Stock then or subsequently registered in the participant's name, as
well as on full and fractional shares of Common Stock credited to the
participant's account under the Plan, to the purchase of additional shares
of Common Stock. The Authorization Form allows the shareholder to elect to
reinvest dividends on all of his Common Stock in additional shares of
Common Stock and/or to make optional cash payments to purchase additional
shares of Common Stock. A shareholder may elect to continue receiving all
cash dividends paid on his shares while having the option of making
purchases of Common Stock with optional cash payments under the Plan. If
only the Optional Cash Payment box on the Authorization Form is checked, a
participant will continue to receive cash dividends on all shares
registered in the participant's name in the usual manner, but any optional
cash payment received, and dividends on all full or fractional shares
purchased under the Plan and credited to the participant's Plan account,
will be applied to the purchase of shares of Common Stock under the Plan.
If the dividends to be reinvested, or those dividends plus the cash to
be invested pursuant to the optional cash payment procedure, are not
exactly equal to the cost of one or more full shares, the Bank will credit
the participant with a fraction of a share computed to four decimal places.
10. HOW DOES THE CASH PAYMENT OPTION WORK?
Participants who elect to make optional cash payments in addition to
reinvesting cash dividends on all shares of Common Stock registered in
their names may make their initial optional cash payment by sending a check
or money order to the Bank either with the completed Authorization Form or
at any subsequent time with a completed cash payment form, which is
attached to the account statement sent to participants after each dividend
reinvestment or optional cash payment for the participant's account.
Participants who elect to make only optional cash payments and not to
reinvest dividends must make their initial cash payment at the time the
completed Authorization Form is sent to the Bank by enclosing a check or
money order made payable to Chemical Bank with the Authorization Form.
Thereafter, such participants may make optional cash payments at any time
by sending a check or money order to the Bank with a completed cash payment
form, which is attached to the account statement sent to participants after
each dividend reinvestment or optional cash purchase for the participant's
account.
Optional cash payments will be invested on a monthly basis. The Bank
will apply any optional cash payments to the purchase of shares of Common
Stock for the account of such participants during the next succeeding
investment period, as described in the answer to Question 11.
There is no obligation to make any cash payment. The amount of each
optional cash payment may vary, but each optional cash payment must be at
least $25 and may not exceed $5,000 per monthly investment period. Optional
cash payments of less than $25 or more than $5,000 per monthly investment
period will be returned to participants. Dividends on shares purchased
under this option will automatically be reinvested in additional shares of
Common Stock.
If the dividends to be reinvested, or those dividends plus the cash to
be invested pursuant to the optional cash payment procedure, are not
exactly equal to the cost of one or more full shares, the Bank will credit
the participant with a fraction of a share computed to four decimal places.
Participants may not specify the number of shares to be purchased nor may
they specify the price at which shares are to be purchased. The number of
shares to be purchased, and the purchase price, are determined as set forth
in the Plan.
Optional cash payments must be received by the Bank on or before the
fourteenth day of each month in order to be invested during the investment
period for that month. NO INTEREST WILL BE PAID BY THE COMPANY OR THE BANK
ON OPTIONAL CASH PAYMENTS PENDING THEIR INVESTMENT IN COMMON STOCK.
11. WHEN WILL PURCHASES OF COMMON STOCK UNDER THE PLAN BE MADE?
Purchases of Common Stock with reinvested dividends, if any, and
optional cash payments will be made on a monthly basis. (Dividend payment
dates for the Company's Common Stock have typically been the fifteenth day
of January, April, July and October). If the Common Stock is purchased on
the open market, the investment period will begin on the fifteenth day of
each month (or, if the New York Stock Exchange is not open for trading on
that day, on the next succeeding day on which the New York Stock Exchange
is open for trading), and will continue until all applicable funds are
invested, but in no instance past the thirteenth day of the following
month. If the Common Stock to be purchased consists of original issue
shares purchased directly from the Company, the purchases will be made on
the fifteenth day of each month, or, if the New York Stock Exchange is not
open for trading on that date, purchases will be made on the next
succeeding date on which the New York Stock Exchange is open for trading.
PURCHASES
12. HOW ARE SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN?
The Bank, as plan administrator, uses reinvested dividends and
optional cash payments to acquire shares of Common Stock for the account of
participants. Prior to any reinvestment of dividends and/or purchase with
optional cash payments, the Company will, in its discretion, direct the
Bank to (1) purchase original issue shares from the Company; or (2)
purchase shares in transactions on the open market; or (3) use a
combination of both.
13. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
Each participant's account will be credited with a number of shares of
Common Stock, including fractions thereof, equal to the sum of any
dividends to be reinvested on his behalf plus any optional cash payments,
divided by the purchase price of a share of Common Stock. The purchase
price of a share of Common Stock will be calculated as described in the
answer to Question 14. Each fractional share acquired will be computed to
four decimal places.
14. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased on the open market with
respect to any investment period will be the average price (computed to
three decimal places) of all such shares of Common Stock purchased by the
Bank, as agent for participants in the Plan, during such investment period,
with the proceeds of any dividends together with any optional cash payments
to be invested.
The price of any original issue shares of Common Stock purchased from
the Company with respect to any investment period will be the average of
the daily high and low sale prices (computed to three decimal places) of
the Common Stock on the fifteenth day of the month (or, if the New York
Stock Exchange is closed for trading on that day, on the next succeeding
day on which the New York Stock Exchange is open for trading) based on
consolidated trading of the Common Stock as defined by the Consolidated
Tape Association and reported as part of the consolidated trading prices of
New York Stock Exchange-listed securities.
In the event that both open market purchases and original issue
purchases from the Company are made with respect to a single investment
period, such combination of shares will be allocated to each individual
participant's account on a pro rata basis.
REPORTS
15. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
After purchases of Common Stock using dividend reinvestments or
optional cash payments, the Bank will send each participant for whose
account dividends have been reinvested and/or purchases with optional cash
payments have been made a detailed statement showing all pertinent
information with respect to such participant's account, including total
shares held by the Bank for the account of the participant as of the
dividend record date, dividends received, dividends reinvested, optional
cash payments invested in Common Stock, purchase price per share, any
brokerage fees attributable to shares purchased for the participant's
account and the aggregate number of shares purchased.
STOCK CERTIFICATES
16. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
The Bank will hold the shares of Common Stock purchased for all
participants in the Plan in the name of its nominee, and stock certificates
will not be issued to participants unless requested by the participant.
Such requests must be made to the Bank in writing after the shares have
been purchased. A separate written request must be made for each issuance
of certificates. No stock certificate for a fractional share will be
issued.
17. MAY COMMON STOCK HELD BY THE BANK PURSUANT TO THE PLAN BE
PLEDGED?
Shares credited to a participant under the Plan may not be pledged. A
participant who wishes to pledge such shares must request that the
certificates be issued in his name.
WITHDRAWAL FROM THE PLAN
18. HOW MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may discontinue participation in the Plan and terminate
his account at any time prior to any dividend record date by notifying the
Bank in writing that he wishes to do so. As soon as practicable following
receipt of notice of termination from the participant, the Bank will send
the shareholder certificates for the full shares in his account. If the
participant so requests, the Bank will sell such shares and send him a
check for the proceeds. The Bank charges a $15.00 service fee in connection
with the sale of shares at the request of a participant. The participant
must pay this service fee, the brokerage commission and any transfer tax,
which amounts will be deducted from the proceeds of the sale and reflected
in the check sent to the participant.
Whether the participant requests the Bank to sell the shares in his
account or whether the participant elects to receive certificates for the
full shares in his account, the participant's interest in fractional shares
will in either case be paid in cash on the basis of the closing price of
the Common Stock, in consolidated trading as defined by the Consolidated
Tape Association and reported as part of the consolidated trading prices of
New York Stock Exchange-listed securities on the day on which the
fractional share is sold by the Bank, less any brokerage commission.
SALE OF SHARES
19. WHAT HAPPENS IF A PARTICIPANT SELLS OR TRANSFERS ALL SHARES
REGISTERED IN HIS NAME?
If a participant disposes of all shares registered in his name on the
books of the Company but does not terminate his account under the Plan, the
Bank will continue to reinvest dividends on the shares held in the
participant's account until otherwise notified.
OTHER INFORMATION
20. WHAT HAPPENS IF THE COMPANY HAS A RIGHTS OFFERING, ISSUES A STOCK
DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares distributed by the Company on
shares held by the Bank for a participant will be credited to the
participant's account. In the event that the Company makes available to its
shareholders rights to purchase additional shares, debentures or other
securities, the Bank will sell such rights accruing to shares held by the
Bank for participants and invest the proceeds in shares of Common Stock
during the next succeeding investment period.
21. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT A MEETING OF
STOCKHOLDERS?
The Bank will vote any shares of Common Stock that it holds for a
participant's account in the same manner that the participant votes by
proxy shares that are held in his own name. Therefore, if a participant
does not return a valid proxy, the shares of Common Stock held in his
account under the Plan will not be voted.
22. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE BANK?
The Company and the Bank, in administering the Plan, will not be
liable for any act done in good faith or for any good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon his death prior to
receipt of notice in writing of such death, or with respect to the prices
at which shares are purchased or sold for the participant's account or the
times when such purchases or sales are made, or with respect to any
fluctuation in the market value before or after any purchase or sale of
shares or with respect to the selection by the Company of original issue
and/or open market shares of Common Stock.
The participant should recognize that the Company cannot assure a
profit or protect against a loss on the shares purchased under the Plan.
23. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify (subject to any
required approval from regulatory authorities) or terminate the Plan at any
time. All participants will receive notice of any such suspension,
modification or termination.
24. WHO INTERPRETS AND REGULATES THE PLAN?
The officers of the Company may take such actions to carry out the
Plan as are consistent with the terms and conditions of the Plan. In
addition, the Company reserves the right to interpret and regulate the Plan
as it deems desirable or necessary in connection with the operation of the
Plan.
25. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE SENT?
The Plan is being administered by the Bank as agent for the
participants. All communications about the Plan should be sent to the Bank
at the following address:
Chemical Bank
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
(800-648-8166)
Reference to National Fuel Gas Company must be made in all
correspondence.
FEDERAL INCOME TAX INFORMATION
The following is a summary of federal tax consequences of
participating in the Plan. Since this is only a summary and since state and
local tax laws may vary, a participant should consult his tax advisor to
determine the tax consequences of participating in the Plan.
TREATMENT OF DIVIDENDS REINVESTED UNDER THE PLAN. Under Internal
Revenue Service rulings, dividends which are reinvested by a participant
under the Plan will be treated, for federal income tax purposes, as having
been received by the participant in the form of a taxable stock
distribution rather than as a cash dividend. A participant whose dividends
are reinvested under the Plan in original issue Common Stock purchased from
the Company will therefore be treated as having received a distribution
equal to the fair market value, on the date such purchases are made, of the
shares acquired through such reinvestment. A participant whose dividends
are reinvested under the Plan in shares of Common Stock purchased in the
open market will be treated as having received a distribution equal to the
purchase price of such shares.
Generally, a participant for whom shares of Common Stock are purchased
with optional cash payments will not be treated as having received a
distribution with respect to the shares so purchased. However, participants
whose shares of Common Stock are purchased in open market transactions with
either reinvested dividends or optional cash payments are treated as having
received an additional distribution in the amount of their pro rata share
of any brokerage fees paid by the Company.
All distributions will be treated as dividends and will be taxable as
ordinary income to the extent of the Company's earnings and profits. To the
extent that a distribution exceeds the Company's earnings and profits, it
is deemed to be a return of capital. A return of capital reduces a
shareholder's basis in his shares, but not below zero. To the extent a
return of capital reduces a shareholder's basis, no gain is recognized and
to the extent a return of capital exceeds a shareholder's basis it is
treated as a capital gain. Form 1099 sent to each participant annually will
indicate the total amount of dividends paid to the participant.
A corporate recipient of dividends reinvested under the Plan will be
entitled to a dividends-received deduction allowed by Section 243 of the
Internal Revenue Code. However, if such corporate recipient is subject to
the alternative minimum tax, a portion of the dividends-received deduction
may be treated as an adjustment that increases alternative minimum taxable
income.
A participant's basis in shares purchased in the open market with
either reinvested dividends or optional cash payments will be equal to the
purchase price of such shares, increased by the amount of brokerage fees
paid by the Company. A participant's basis in original issue shares
purchased from the Company with reinvested dividends will be equal to the
fair market value of such shares on the date such purchases are made. A
participant's basis in original issue shares purchased from the Company
with optional cash payments will be equal to the price paid for such
shares.
A participant will not realize any taxable income when he receives
certificates for whole shares credited to his account, either upon request
for such certificates or upon withdrawal from or termination of the Plan.
A participant who receives, upon withdrawal from or termination of the
Plan, a cash adjustment for a fraction of a share credited to his account
will realize a gain or loss with respect to such fraction. Gain or loss
will also be realized by the participant when whole shares are sold
pursuant to the participant's request when he withdraws from the Plan or
when whole shares are sold or exchanged by the participant himself after
the shares have been withdrawn from the Plan. The amount of such gain or
loss will be the difference between the amount which the participant
receives for his shares or fraction of a share and his original tax basis
therefor less the portion, if any, of dividends received thereon
constituting a return of capital (nontaxable distributions) for federal tax
purposes.
A participant's holding period for shares of Common Stock acquired
through the Plan will begin on the day following the purchase of such
shares.
Temporary "Backup Withholding" regulations have been promulgated by
the Internal Revenue Service. Under these regulations, dividends which are
reinvested pursuant to the Plan may be subject to the withholding tax
generally applicable to dividends unless the participant provides the
Company with the participant's taxpayer identification number.
In the case of those foreign participants whose dividends are subject
to United States income tax withholding, the Bank, to the extent permitted
by law, will apply the net amount of any dividend which is being reinvested
by such participant, after the deduction of taxes, to the purchase of
shares of Common Stock.
Foreign participants who elect only to make optional cash purchases
will continue to receive cash dividends on shares not included in the Plan
in the usual manner. Optional cash payments received from them must be by
check or money order payable in United States dollars and will be invested
in the same manner as optional cash payments from other participants.
DESCRIPTION OF COMMON STOCK
The following is a brief summary of certain of the terms and
provisions of the Company's Common Stock. This summary does not purport to
be complete and is qualified in its entirety by reference to the terms and
provisions of the Company's Restated Certificate of Incorporation, as
amended (Restated Certificate of Incorporation), and By-Laws, as amended,
which are filed as exhibits to the Registration Statement and incorporated
herein by reference. Reference is also made to the Company's Debenture
Indenture, as supplemented. No shares of Preferred Stock are currently
outstanding.
DIVIDEND RIGHTS
The holders of Common Stock are entitled to receive such dividends as
are declared by the Board of Directors, after payment of or provision for
full cumulative dividends and sinking funds, if any, for outstanding
Preferred Stock and subject to certain other limitations relating to
outstanding indebtedness and Preferred Stock of the Company. In general,
these limitations prohibit or restrict the amount of payment of cash
dividends on, or purchase or redemption of, Common Stock in the following
situations: (1) cumulative dividends on and amounts paid for purchase or
redemption of Common and Preferred Stock since December 31, 1967 exceed or
would exceed consolidated net income available for dividends for that same
period plus $10 million plus any additional amount authorized or approved,
upon application of the Company, by the Commission; (2) the sum of Common
Stock capital and consolidated surplus (as adjusted) is or would become
less than the aggregate involuntary liquidating value of outstanding
Preferred Stock; or (3) Common Stock equity is or would become less than
25% of total consolidated capitalization (as defined). Under the most
restrictive of these tests, $261,523,000 of consolidated retained earnings
at September 30, 1993, was free of such limitations.
VOTING RIGHTS AND CLASSIFICATION OF THE BOARD OF DIRECTORS
The holders of Common Stock are entitled to one vote per share.
Whenever dividends on all outstanding series of Preferred Stock are in
default in an amount equivalent to four full quarterly dividends, and
thereafter until such dividends are paid or declared and set aside for
payment, the holders of all shares of Preferred Stock voting as a class are
entitled to elect additional directors necessary to constitute a majority
of the Board of Directors. The affirmative vote of the majority of the
votes cast by the holders of the Common Stock is required for the merger or
consolidation of the Company or for the sale of substantially all of its
assets. In addition, approval of the holders of a majority of the
outstanding shares of Preferred Stock, voting as a separate class, is
required for any such transaction unless the transaction is ordered,
exempted, approved or permitted by the Commission. The Board of Directors
is divided into three classes, each with, as nearly as possible, an equal
number of directors.
LIQUIDATION RIGHTS
Upon any dissolution, liquidation or winding up of the Company, the
holders of Common Stock are entitled to receive pro rata all of the
Company's assets and funds remaining after payment of or provision for
creditors and distribution of or provision for preferential amounts and
unpaid accumulated dividends to holders of Preferred Stock.
PREEMPTIVE RIGHTS
Holders of Common Stock and Preferred Stock have no preemptive right
to purchase or subscribe for any shares of capital stock of the Company.
BUSINESS COMBINATIONS
The Company's Restated Certificate of Incorporation provides that
certain conditions must be met before the consummation of any merger or
other "Business Combination" by the Company or any of its subsidiaries with
any stockholder who is directly or indirectly the beneficial owner of 5% or
more of the Company's outstanding Common Stock (Substantial Stockholder) or
with an affiliate of any such stockholder (Affiliate). The term
Substantial Stockholder does not include the Company, any of its
subsidiaries, or any Trustee holding Common Stock of the Company for the
benefit of the employees of the Company or any of its subsidiaries pursuant
to one or more employee benefit plans or arrangements. The conditions,
which are in addition to those otherwise required by law, prescribe the
minimum amount per share that must be paid to holders of Common Stock and
the form of consideration paid, and require that the holders of Common
Stock be furnished certain information about the Business Combination prior
to voting on it. Business Combination, as defined in the Restated
Certificate of Incorporation, generally means any of the following
transactions: a merger, consolidation or share exchange; a sale, lease,
exchange or other disposition of any assets in exchange for property having
a fair market value of more than $10 million, if determined to be a
Business Combination by certain directors of the Company in accordance with
provisions of the Restated Certificate of Incorporation; the issuance or
transfer of securities in exchange for property having a fair market value
of more than $10 million, if determined to be a Business Combination by
certain directors of the Company in accordance with provisions of the
Restated Certificate of Incorporation; the adoption of a plan of
liquidation or dissolution of the Company; or any reclassification of
securities, recapitalization or reorganization that has the effect of
increasing the proportionate share of the outstanding shares of any class
of securities of the Company that is owned by any Substantial Stockholder
or by any Affiliate of a Substantial Stockholder. The approval of at least
three-fourths of the entire Board of Directors or, in the event that the
Board of Directors consists of directors elected by the holders of
Preferred Stock, the approval of a majority of the entire Board, is
required to amend or repeal the classified board or business combination
provisions contained in the Restated Certificate of Incorporation.
LISTING
The Common Stock is, and will be, listed on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Chemical
Bank, New York, New York.
LEGAL OPINIONS AND EXPERTS
The legality of the Common Stock being offered hereby has been passed
upon for the Company by Reid & Priest, 40 West 57th Street, New York, New
York 10019, counsel for the Company, and by Stryker, Tams & Dill, Two Penn
Plaza East, Newark, New Jersey 07105.
The financial statements of the Company included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1993, and
incorporated by reference in this Prospectus have been so incorporated in
reliance on the report of Price Waterhouse, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
The information incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1993, relating to the oil and gas reserves of National Fuel Gas Supply
Corporation and Seneca Resources Corporation, which has been specifically
attributed to Ralph E. Davis Associates, Inc. and H. J. Gruy and Company,
respectively, has been reviewed and verified by those firms and has been
included herein in reliance upon the authority of said firms as experts.
===========================================================================
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
NATIONAL FUEL GAS
COMPANY
COMMON STOCK
(One Dollar ($1.00) Par Value)
PROSPECTUS
Dated January 12, 1994
===========================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are:
S.E.C. Filing Fees........................................ $ 13,552.00
New York Stock Exchange Listing Fee....................... 1,500.00
Printing and Engraving Expenses*.......................... 12,500.00
Accounting Fees and Expenses*............................. 10,000.00
Transfer Agent and Registrar Fees*........................ 76,000.00
Legal Fees and Expenses*.................................. 31,000.00
Miscellaneous*............................................ 5,000.00
Total................................................ $149,552.00
===========
____________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides as follows:
"No director or officer of this corporation shall be personally
liable to the corporation or any of its shareholders for monetary
damages for breach of any duty owed to the corporation or any of its
shareholders, except to the extent that such exemption from liability
is not permitted under the New Jersey Business Corporation Act, as the
same exists or may hereafter be amended, or under any revision thereof
or successor statute thereto".
Article II, Paragraph 8 of the By-Laws of the Company provides as
follows:
"A. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any pending, threatened
or completed civil, criminal, administrative or arbitrative action,
suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit proceeding
(Proceeding) by reason of the fact that such person is or was a
director or officer of the Corporation, or, while a director or
officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of
another foreign or domestic corporation, or of any partnership, joint
venture, sole proprietorship, employee benefit plan, trust or other
enterprise, whether or not for profit, to the fullest extent permitted
and in the manner provided by the laws of the State of New Jersey.
B. Nothing in this paragraph 8 shall restrict or limit the power
of the Corporation to indemnify its employees, agents and other
persons, to advance expenses (including attorneys' fees) on their
behalf and to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation in connection with any Proceeding.
C. The indemnification provided by this paragraph 8 shall not
exclude any other rights to which a person seeking indemnification may
be entitled under the Certificate of Incorporation, By-Laws,
agreement, vote of shareholders or otherwise. The indemnification
provided by this paragraph shall continue as to a person who has
ceased to be a director or officer, and shall extend to the estate or
personal representative of any deceased director or officer."
Section 14A:3-5 of the New Jersey Statutes Annotated provides:
"INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
(1) As used in this section,
(a) "Corporate agent" means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving
as such at the request of the indemnifying corporation, or of any such
constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent;
(b) "Other enterprise" means any domestic or foreign
corporation, other than the indemnifying corporation, and any
partnership, joint venture, sole proprietorship, trust, or other
enterprise, whether or not for profit, served by a corporate agent;
(c) "Expenses" means reasonable costs, disbursements and counsel
fees;
(d) "Liabilities" means amounts paid or incurred in satisfaction
of settlements, judgments, fines and penalties;
(e) "Proceeding" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding; and
(f) References to "other enterprises" include employee benefit
plans; references to "fines" include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to
"serving at the request of the indemnifying corporation" include any
service as a corporate agent which imposes duties on, or involves
services by, the corporate agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in
good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this section.
(2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if
(a) such corporate agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the corporation; and
(b) with respect to any criminal proceeding, such corporate agent
had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall
not of itself create a presumption that such corporate agent did not
meet the applicable standards of conduct set forth in paragraphs
14A:3-5(2)(a) and 14A:3-5(2)(b).
(3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation. However, in such
proceeding no indemnification shall be provided in respect of any claim,
issue or matter as to which such corporate agent shall have been adjudged
to be liable to the corporation, unless and only to the extent that the
Superior Court or the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, but
in view of all circumstances of the case, such corporate agent is fairly
and reasonably entitled to indemnity for such expenses as the Superior
Court or such other court shall deem proper.
(4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and
14A:3-5(3) or in defense of any claim, issue or matter therein.
(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3), may be made by the corporation only
as authorized in a specific case upon a determination that indemnification
is proper in the circumstances because the corporate agent met the
applicable standard of conduct set forth in subsection 14A:3-5(2) or
subsection 14A:3-5(3). Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be made
(a) by the board of directors or a committee thereof, acting by
a majority vote of a quorum consisting of directors who were not
parties to or otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable
and such quorum of the board of directors or committee by a majority
vote of the disinterested directors so directs, by independent legal
counsel, in a written opinion, such counsel to be designated by the
board of directors; or
(c) by the shareholders if the certificate of incorporation or
bylaws or a resolution of the board of directors or of the
shareholders so directs.
(6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified
as provided in this section.
(7) (a) If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and
14A:3-5(6), a corporate agent may apply to a court for an award of
indemnification by the corporation, and such court
(i) may award indemnification to the extent authorized under
subsections 14A:3-5(2) and 14A:3-5(3) and shall award
indemnification to the extent required under subsection
14A:3-5(4), notwithstanding any contrary determination which may
have been made under subsection 14A:3-5(5); and
(ii) may allow reasonable expenses to the extent authorized by,
and subject to the provisions of, subsection 14A:3-5(6), if the
court shall find that the corporate agent has by his pleadings or
during the course of the proceeding raised genuine issues of fact
or law.
(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or are to be
incurred or other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding. If the
application is for indemnification arising out of a civil action,
it shall set forth reasonable cause for the failure to make
application for such relief in the action or proceeding in which
the expenses were or are to be incurred or other amounts were or
are to be paid.
The application shall set forth the disposition of any previous application
for indemnification and shall bc made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of the court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
persons as it may designate in such manner as it may require.
(8) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders, or otherwise;
provided that no indemnification shall be made to or on behalf of a
corporate agent if a judgment or other final adjudication adverse to the
corporate agent establishes that his acts or omissions (a) were in breach
of his duty of loyalty to the corporation or its shareholders, as defined
in subsection (3) of N.J.S. 14A:2-7, (b) were not in good faith or involved
a knowing violation of law or (c) resulted in receipt by the corporate
agent of an improper personal benefit.
(9) Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance
on behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
the power to indemnify him against such expenses and liabilities under the
provisions of this section. The corporation may purchase such insurance
from, or such insurance may be reinsured in whole or in part by, an insurer
owned by or otherwise affiliated with the corporation, whether or not such
insurer does business with other insureds.
(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
(11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none
shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause
of action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.
(12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate
agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
*4(a)(1) - Restated Certificate of Incorporation, dated March 15,
1985 (Exhibit 10-00, File No. 1-3880)
*4(a)(2) - Certificate of Amendment of Restated Certificate of
Incorporation, dated March 9, 1987 (Exhibit A-3, File
No. 70-7334).
*4(a)(3) - Certificate of Amendment of Restated Certificate of
Incorporation, dated February 22, 1988 (Exhibit B-5,
File No. 70-7478.
*4(a)(4) - Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit EX-3(a),
File No. 1-3880).
*4(b) - By-Laws of the Company, as amended through December 8,
1993 (Exhibit 3(ii), File No. 1-3880).
*4(c) - Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 2(b), File No. 2-51796); and the
First through Thirteenth Supplemental Indentures
thereto (Exhibits 4(a)(2) through 4(a)(14), File No.
33-49401).
*4(d) - Fourteenth Supplemental Indenture, dated as of July 1,
1993, to the Indenture dated as of October 15, 1974,
between the Company and The Bank of New York (formerly
Irving Trust Company) (Exhibit 4.1, File No. 1-3880).
5(a)and 8 - Opinion of Reid & Priest, Counsel for the Company.
5(b) - Opinion of Stryker, Tams & Dill, New Jersey Counsel for
the Company.
23(a) - Consent of Price Waterhouse.
23(b) - The consents of Reid & Priest and Stryker, Tams & Dill
are contained in their opinions filed as Exhibit 5(a)
and 5(b) respectively, to this Registration Statement.
23(c) - Consent of H. J. Gruy and Company
23(d) - Consent of Ralph E. Davis and Associates, Inc.
24 - The Power of Attorney is contained on the signature
page of this Registration Statement.
________________
*Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's Annual Report
pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in
his name and on his behalf, in any and all capacities stated below, and to
file with the Commission, any and all amendments, including post-effective
amendments, to this registration statement, and the registrant hereby also
appoints each such agent for service as its attorney-in-fact with the
authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Buffalo, State of New York, on
the 12th day of January, 1994.
NATIONAL FUEL GAS COMPANY
By: /s/ B. J. Kennedy
--------------------
B. J. Kennedy
(Chairman of the Board,
President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ B. J. Kennedy Chairman of the Board, 1/12/94
- ----------------------- President and Chief Executive
B. J. Kennedy Officer and Director
(Chairman of the Board,
President and Chief
Executive Officer)
/s/ Philip C. Ackerman Principal Financial Officer 1/12/94
- --------------------------
Philip C. Ackerman
(Senior Vice President)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Joseph P. Pawlowski Principal Accounting Officer 1/12/94
- -------------------------
Joseph P. Pawlowski
(Treasurer)
_________________________ Director
Sister M. L. Antoun, S.S.J.
_________________________ Director
J. M. Brown
_________________________ Director
D. N. Campbell
/s/ L. F. Kahl Director 1/12/94
- -----------------------
L. F. Kahl
/s/ Eugene T. Mann Director 1/12/94
- -----------------------
E. T. Mann
/s/ L. R. Reif Director 1/12/94
- ------------------------
L. R. Reif
/s/ L. Rochwarger Director 1/12/94
- ------------------------
L. Rochwarger
/s/ G. H. Schofield Director 1/12/94
- ------------------------
G. H. Schofield
<PAGE>
EXHIBIT INDEX
OF
NATIONAL FUEL GAS COMPANY
Exhibit Page
- ------- ----
5(a) and 8 - Opinion and Consent of Reid & Priest
5(b) - Opinion and Consent of Stryker,
Tams & Dill
23(a) - Consent of Independent Accountants
23(b) - Consent Reid & Priest is contained in
Exhibit 5(a).
23(c) - Consent of H. J. Gruy and Company
23(d) - Consent of Ralph E. Davis Associates, Inc.
24 - Power of Attorney (see page II-7).
EXHIBIT 5(a) and 8
REID & PRIEST
40 West 57th Street
New York, New York 10019
(212) 603-2000
New York, New York
January 12, 1994
National Fuel Gas Company
30 Rockefeller Plaza
New York, New York 10112
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-
3 to be filed on or about the date hereof with the Securities and
Exchange Commission by National Fuel Gas Company (Company) under
the Securities Act of 1933, as amended (Act) and pursuant to
which the Company intends to register 1,000,000 shares of its
common stock, one dollar ($1.00) par value (Stock) for offer and
sale in connection with its Dividend Reinvestment and Stock
Purchase Plan (Plan), we are of the opinion that:
All action necessary to make the authorized but
unissued Stock legally issued, fully paid and non-assessable will
have been taken when:
a. The Company shall have received an order approving
its Application-Declaration on Form U-1 pursuant
to the Public Utility Holding Company Act of 1935,
as amended, relating to the authorized but
unissued Stock, and such order shall have become
and remain effective;
b. A meeting or meetings of your Board of Directors
and/or a duly appointed and authorized committee
thereof shall have taken all actions as may be
necessary to consummate the authorization of the
proposed issuance and sale of the Stock, including
fixing or otherwise determining the consideration
to be received therefor; and
c. The Stock shall have been issued and delivered for
the consideration contemplated in the Registration
Statement and certificates therefor shall have
been duly executed, countersigned, registered and
delivered.
We are further of the opinion that the statements made
in the Registration Statement under the heading "Federal Income
Tax Consequences" constitute an accurate description of the
Federal income tax consequences to participants in the Plan.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of New Jersey. Accordingly,
in rendering this opinion, we have relied, as to all matters
governed by the laws of New Jersey, upon the opinion of even date
herewith of Stryker, Tams & Dill, New Jersey Counsel for the
Company, which is being filed as an exhibit to the Registration
Statement.
We hereby consent to the use of this opinion as an
exhibit to your Registration Statement and to the use of our name
therein.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST
EXHIBIT 5(b)
STRYKER, TAMS & DILL
Two Penn Plaza East
Newark, N.J. 07105
(201) 491-9500
January 12, 1994
National Fuel Gas Company
30 Rockefeller Plaza
New York, New York 10112
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-
3 to be filed on or about the date hereof with the Securities and
Exchange Commission by National Fuel Gas Company (Company) under
the Securities Act of 1933, as amended (Act) and pursuant to
which the Company intends to register 1,000,000 shares of its
common stock, one dollar ($1.00) par value (Stock) for offer and
sale in connection with its Dividend Reinvestment and Stock
Purchase Plan (Plan), we are of the opinion that:
1. Your Company is a corporation duly organized and
validly existing under the laws of the State of New
Jersey.
2. All action necessary to make the authorized but
unissued Stock legally issued, fully paid and
non-assessable will have been taken when:
a. The Company shall have received an order approving
its Application-Declaration on Form U-1 pursuant
to the Public Utility Holding Company Act of 1935,
as amended, relating to the authorized but
unissued Stock, and such order shall have become
and remain effective;
b. A meeting or meetings of your Board of Directors
and/or a duly appointed and authorized committee
thereof shall have taken all actions as may be
necessary to consummate the authorization of the
proposed issuance and sale of the Stock, including
fixing or otherwise determining the consideration
to be received therefor; and
c. The Stock shall have been issued and delivered for
the consideration contemplated in the Registration
Statement and certificates therefor shall have
been duly executed, countersigned, registered and
delivered.
Reid & Priest is hereby authorized to rely upon this
opinion as to matters governed by the laws of New Jersey as if
this letter were addressed to them.
We hereby consent to the use of this opinion as an
exhibit to your Registration Statement and to the use of our name
therein.
Very truly yours,
/s/ Stryker, Tams & Dill
STRYKER, TAMS & DILL
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated November 1, 1993 appearing on page
52 of National Fuel Gas Company's Annual Report on Form 10-K for
the year ended September 30, 1993. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
January 12, 1994
Exhibit 23(c)
H. J. Gruy and Company
The Golden Companies
5615 Richmond Avenue
Suite 256
Houston, TX 77057
(713) 228-7000
CONSENT OF ENGINEER
-------------------
National Fuel Gas Company
We hereby consent to the reference to our firm under
the heading "Experts" and to the incorporation by reference of
the reproduction of our report dated October 12, 1993, and of the
reference to our reserve study dated October 1, 1993, for use in
this Registration Statement on Form S-3 and in the related
prospectus which is a part of this Registration Statement.
H. J. GRUY AND COMPANY
/s/ Albert C. Golden
-----------------------
Albert C. Golden
Chief Executive Officer
Houston, Texas
January 12, 1994
Exhibit 23(d)
Ralph E. Davis Associates, Inc.
Consultants-Petroleum and Natural Gas
3555 Timmons Lane - Suite 1105
Houston, Texas 77027
(713) 622-8955
CONSENT OF ENGINEER
-------------------
NATIONAL FUEL GAS COMPANY
We consent to the reference to our firm under the heading
"Experts" and to the incorporation by reference of the
reproduction of our report dated October 4, 1993 and of the
reference to our reserve study dated October 1, 1993, for use in
this Registration Statement on Form S-3 and in the related
Prospectus which is a part of such Registration Statement.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Joseph Mustacchia, Jr.
-------------------------------
Joseph Mustacchia, Jr.
Executive Vice President
Houston, Texas
January 12, 1994
