NATIONAL FUEL GAS COMPANY
10 LAFAYETTE SQUARE
BUFFALO NY 14203
Richard M. DiValerio
Secretary
March 3, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: National Fuel Gas Company
Registration Statement on Form S-3
Registration No. 33-36868
Rule 424(b) Filing
Gentlemen:
On behalf of National Fuel Gas Company (the
"Company"), I enclose for filing, pursuant to Rule 424(b)(3)
under the Securities Act of 1933, the Prospectus dated March
20, 1991 and the newly revised Plan Brochure which
accompanies the Prospectus and is incorporated by reference
therein. The mailing of the newly revised Plan Brochure and
the Prospectus dated March 20, 1991 to customers of National
Fuel Gas Distribution Corporation, a subsidiary of the
Company, commenced on March 1, 1994.
Very truly yours,
/s/ Richard M. DiValerio
Richard M. DiValerio
Enclosures
cc: New York Stock Exchange, Inc.
(with one copy of enclosures)
EXHIBIT EX-99[.1]
PROSPECTUS
NATIONAL FUEL GAS COMPANY
Customer Stock Purchase Plan
1,000,000
Shares of Common Stock
(No Par Value)
------------------------------
The Customer Stock Purchase Plan (the 'Plan') of National Fuel Gas
Company (the 'Company') provides residential customers of National Fuel
Gas Distribution Corporation, a public utility subsidiary of the Company,
the opportunity to acquire shares of the Company's Common Stock, no par
value (the 'Common Stock'), through initial cash investments, supplemental
cash investments and dividend reinvestments, without payment of any
brokerage commission or service charge in connection with such
acquisition. The effective date of the Plan is March 20, 1991.
Each residential customer of National Fuel Gas Distribution Corporation
(a 'Customer') may join the Plan by making an initial cash investment of at
least $200 and up to $60,000, which will be used to purchase shares of Common
Stock for such participant's account; provided, however, total cash
investments (as hereinafter defined) for one calendar year may not exceed
$60,000. After joining the Plan by making this initial cash investment, a
Customer may participate in the Plan by making supplemental cash investments
from time to time of not less than $200 per investment and not more than
$60,000 per calendar year to be invested in shares of Common Stock and, at the
option of the participant, by reinvesting dividends earned on Plan shares in
shares of Common Stock. Participants may withdraw from the Plan at any time.
The shares of Common Stock purchased under the Plan with initial cash
investments and supplemental cash investments (collectively referred to herein
as 'cash investments') and any reinvested dividends will, in the discretion of
the Company, be original issue shares purchased directly from the Company or
shares purchased on the open market by the agent. The initial cash investment
and any supplemental cash investments will be invested in shares of Common
Stock on a monthly basis. Dividends on shares purchased pursuant to the Plan
may be, at the option of the participant, automatically reinvested in
additional shares of Common Stock on a quarterly basis. The agent will be
Manufacturers Hanover Trust Company 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
cash investments and any reinvested dividends will be the average price of all
shares of Common Stock purchased pursuant to the Plan 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 cash
investments and any reinvested dividends 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 purchase is made.
Reference is made to the accompanying Plan Brochure (which is considered
part of this Prospectus) for further information on the Plan and related
matters.
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 the shares offered hereby
will be, upon notice of issuance, listed on the New York Stock Exchange.
------------------------------
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.
------------------------------
The date of this Prospectus is March 20, 1991.
------------------------------
[end of cover page]
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ('Exchange Act') and in accordance therewith,
files reports and other information with the Securities and Exchange
Commission ('SEC'). Reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at its
regional offices at 75 Park Place, New York, New York 10007 and 230 South
Dearborn Street, Chicago, Illinois 60604. 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. The Company's Common Stock is,
and the shares of Common Stock offered hereby will upon notice of issuance be,
listed on the New York Stock Exchange. Copies of reports, proxy statements and
other information concerning the Company can be inspected at the office of
such exchange at 20 Broad Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part, and exhibits
thereto, which the Company has filed with the SEC under the Securities Act of
1933 (the 'Securities Act') and to which reference is hereby made.
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, 1990 filed pursuant to the Exchange Act;
(2) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended December 31, 1990 filed pursuant to the Exchange Act; and
(3) The accompanying Plan Brochure.
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 their respective dates of filing. 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 also is or is deemed to be incorporated by
reference herein 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.
Any person to whom a copy of this Prospectus is delivered may obtain
without charge, upon written or oral request, a copy of any or all of the
documents 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 Richard M.
DiValerio, Secretary, National Fuel Gas Company, 30 Rockefeller Plaza, New
York, New York 10112 (telephone number 212-541-7533).
Page 2
THE COMPANY
The Company, a registered holding company under the Public Utility
Holding Company Act of 1935, 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., Enerop
Corporation, Highland Land & Minerals, Inc. and Data-Track Account Services,
Inc. The Company and its subsidiaries (the 'System') are engaged in all phases
of the natural gas business, including exploration, production, purchasing,
transmission, storage and sale at wholesale and retail. In addition, the
System markets timber, coal and oil and engages in the pipeline construction
business.
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 residential customers of National
Fuel Gas Distribution Corporation, a public utility subsidiary of the Company,
('Customers') the opportunity to acquire shares of the Company's Common Stock,
no par value (the 'Common Stock'), through cash investments, without payment
of any brokerage commission or service charge. Customers who elect to
participate in the Plan are hereinafter referred to as 'participants'. 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 'Application of Proceeds'.)
Participation
2. Who is eligible to participate?
All residential customers of National Fuel Gas Distribution Corporation
may participate in the Plan.
3. What options are available to participants in the Plan?
(a) Customers may join the Plan by making an initial cash investment of
not less than $200 and not more than $60,000 which will be used to purchase
shares of Common Stock. After joining the Plan by making this initial cash
investment, Customers may purchase additional Common Stock by making periodic
supplemental cash investments of not less than $200 per monthly investment
period and not more than $60,000; provided, however, total cash investments
for one calendar year may not exceed $60,000. Initial cash investments and
supplemental cash investments are referred to herein collectively as 'cash
investments'.
Page 3
(b) Participants may elect to have cash dividends on all of the shares of
Common Stock purchased pursuant to the Plan (the 'Plan shares') automatically
reinvested in additional shares of Common Stock. The Plan does not permit such
reinvestment on only a portion of a participant's Plan shares.
(c) The Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts.
4. How do eligible Customers participate?
To participate in the Plan, Customers must complete, sign and return an
Authorization Form to the Bank. In order to become a participant, a Customer
must make an initial cash investment of not less than $200 or more than
$60,000 at the time the Customer returns the Authorization Form. A
pre-addressed, postage-paid envelope is provided for this purpose. Additional
Authorization Forms may be obtained at any time upon written request to the
Bank.
5. 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 provides that
a participant may (1) direct the Bank to apply the participant's cash
dividends on all of the shares of Common Stock credited to the participant's
account under the Plan to the purchase of additional shares of Common Stock or
(2) direct the Bank to have cash dividends on all of the Common Stock credited
to the participant's account paid to the participant.
6. When may eligible Customers join the Plan?
Eligible Customers may join the Plan at any time. Participation with
respect to purchases of Common Stock with cash investments will commence
during the first investment period (as described in the answer to Question 13)
beginning after the Bank receives the signed Authorization Form and a check or
money order for the initial cash investment. Authorization Forms may be
obtained from the Bank upon written request.
Participation in the Plan is voluntary. A Customer may join or rejoin at
any time. Participants are not required to remain enrolled and may discontinue
participation at any time by following the procedure discussed below in the
answer to Question 20.
7. How may a participant change dividend reinvestment options under the
Plan?
A participant may change dividend reinvestment 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 the dividend
reinvestment option must be received by the Bank prior to the record date for
a dividend payment in order to be effective for the particular dividend.
8. If a participant ceases to be a Customer of National Fuel Gas
Distribution Corporation, may the Customer still participate in the
Plan?
Yes, as long as at least one full share is credited to the participant's
Plan account, the participant may continue to participate in the Plan even if
the participant is no longer a Customer.
Page 4
Administration
9. Who administers the Plan for participants?
The Bank has been designated by the Company to act as the participants'
agent and to administer the Plan for participants, including receiving
participants' initial cash investments, supplemental cash investments and
dividends, if any, related to Plan shares, 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 funds received from one participant
through cash investments and reinvested dividends, if any, may be commingled
with the funds received from the other participants in the Plan during an
investment period.
10. 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 the brokerage
commissions, transfer tax, if any, and a $15.00 service fee charged by the
Bank.
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 the brokerage commission.
The general service fees for administration of the Plan are paid by the
Company.
Supplemental Cash Investments and/or Reinvestment of Cash Dividends
11. How does the supplemental cash investment option work?
Customers enrolling in the Plan must make an initial cash investment,
which will be invested in shares of Common Stock, at the time the completed
Authorization Form is sent to the Bank with a check or money order for the
amount of the initial cash investment. The initial cash investment must be at
least $200 and not more than $60,000. Thereafter, participants may make
supplemental cash investments at any time by sending a check or money order to
the Bank with a completed cash payment form. These forms are attached to the
account statements which are sent to all participants on a quarterly basis and
to each participant for whose account a supplemental cash investment purchase
has been made following such purchase.
Cash investments will be invested in Common Stock on a monthly basis. The
Bank will apply any cash investments 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 13.
There is no obligation to make any supplemental cash investments. The
amount of each supplemental cash investment may vary, but each investment must
be at least $200 and total cash investments may not exceed $60,000 per
calendar year. Cash investments of less than $200 per investment or more than
$60,000 per calendar year will be returned to the participant.
If the funds available from cash investments 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
Page 5
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 price are determined as set forth in the Plan.
12. Can a participant's initial cash investment or supplemental cash
investments be submitted with his utility bills?
No. The initial cash investment and supplemental cash investments must be
sent to the Bank and not to the Company. Such investments will only be
accepted when accompanied by the Authorization Form for the initial cash
investment and the cash payment form for all supplemental cash investments
thereafter. A cash payment form for supplemental cash investments is
periodically sent by the Bank to each participant in the Plan (see Question
11).
13. When will purchases of Common Stock under the Plan be made?
Purchases of Common Stock with cash investments and reinvested dividends,
if any, 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 fifteenth 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 day, purchases will be made on
the next succeeding day on which the New York Stock Exchange is open for
trading).
Cash investments 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. Neither the Company nor the Bank will pay interest on cash
investments or dividends to be reinvested pending their investment in Common
Stock.
Purchases of Common Stock under the Plan
14. How are shares of Common Stock acquired under the Plan?
The Bank, as Plan administrator, uses the cash investments and any
dividends to be reinvested to acquire shares of Common Stock for the account
of Plan participants. Prior to any reinvestment of dividends and/or purchase
made with cash investments, 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.
15. How many shares of Common Stock will be purchased for participants?
Each participant's account will be credited with a number of shares,
including fractions thereof, equal to the sum to be invested on the
participant's behalf, 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 16. Fractional shares will be computed to
four decimal places.
16. What will be the price of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased on the open market
(computed to three decimal places) with respect to any investment period will
be the average price 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 cash investments and reinvested dividends.
Page 6
The price of any original issue shares of Common Stock purchased from the
Company (computed to three decimal places) with respect to any investment
period will be the average of the daily high and low sale prices 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.
Reports to Participants in the Plan
17. What reports will be sent to participants in the Plan?
The Bank will send to all participants on a quarterly basis 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, dividends received, dividends reinvested, cash investments
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. In addition, each participant for whose
account a cash investment purchase has been made will receive such a statement
following such a purchase.
Stock Certificates
18. Will certificates be issued for Common Stock purchased?
The Bank will hold the shares purchased for the account of participants
in the Plan in the name of the Bank's nominee, and stock certificates will not
be issued to participants unless requested. 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. There is no charge for
stock certificates so issued. No stock certificate for a fractional share will
be issued.
19. 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 the participant's name.
Withdrawal from the Plan
20. 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 writing to the Bank.
As soon as practicable following receipt of notice of termination from the
participant, the Bank will send the participant certificates, at no charge to
the participant, 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 check for the proceeds of the sale.
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.
Page 7
Other Information
21. 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.
22. How will a participant's shares be voted at a meeting of
shareholders?
The Bank will distribute voting cards to participants in the Plan and
will vote any shares of Common Stock that it holds for a participant's account
in the manner indicated by the voting card returned to the Bank by the
participant. If a participant does not return a valid voting card, the shares
of Common Stock held in such participant's account under the Plan will not be
voted.
23. What are the responsibilities of the Company and the Bank?
The Company and the Bank, as the administrator of 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 or 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.
24. 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.
25. 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.
26. 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:
Manufacturers Hanover Trust Company
Dividend Reinvestment Department
P.O. Box 24850
Church Street Station
New York, New York 10249
Reference to National Fuel Gas Company must be made in all
correspondence.
Page 8
FEDERAL INCOME TAX INFORMATION
The following is a summary of certain federal income 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.
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 plus an additional distribution in the amount of his pro
rata share of any brokerage fees paid by the Company.
A participant for whom shares of original issue Common Stock are
purchased from the Company with cash investments 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 cash investments 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' (which
is not expected to be the case), it is deemed to be a return of capital. A
return of capital reduces a participant's basis in his shares, but not below
zero. To the extent a return of capital reduces a participant's basis, no gain
is recognized and to the extent a return of capital exceeds a participant'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 will 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 cash investments will be equal to the purchase price
of such shares, increased by the amount of participant's pro rata share of any
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
cash investments 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 tax basis therefor less the
Page 9
portion, if any, of dividends received thereon constituting a return of
capital (nontaxable distributions) for federal income 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.
APPLICATION OF PROCEEDS
No proceeds are realized by the Company when Plan shares are purchased on
the open market. The Company has not determined the number of original issue
shares, 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 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, 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 Indentures, 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).
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 all
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 approval of the holders of a majority of the Common Stock
voting is required for the merger
Page 10
or consolidation of the Company or for 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 of which has, 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 provisions 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 ('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; or the adoption of a plan of
liquidation or dissolution of the Company. 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 listed on the New York Stock Exchange and the Common
Stock offered hereby will be listed on such Exchange.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Manufacturers
Hanover Trust Company.
Page 11
LEGAL OPINIONS
The legality of the Common Stock being offered hereby has been passed
upon for the Company by LeBoeuf, Lamb, Leiby & MacRae (a partnership including
professional corporations).
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the fiscal year ended September 30, 1990
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.
Page 12
TABLE OF CONTENTS
Page
Available Information............. 2
Incorporation of Certain Documents
by Reference..................... 2
The Company....................... 3
Description of the Plan........... 3
Federal Income Tax Information.... 9
Application of Proceeds...........10
Description of Common Stock.......10
Legal Opinions....................12
Experts...........................12
________________
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.
__________________________________
Customer Stock
Purchase Plan
National
Fuel Gas
Company
Common Stock
No Par Value
PROSPECTUS
Dated March 20, 1991
[end of back cover]
EXHIBIT EX-99[.2]
[Cover]
[Company Logo]
NATIONAL FUEL GAS COMPANY
CUSTOMER STOCK PURCHASE PLAN
[Inside Cover]
Dear Customer:
We invite you to review this brochure which describes National Fuel Gas
Company's Customer Stock Purchase Plan. As the following pages unfold,
you will discover the unique benefits of this Plan, as well as learn more
about the Company that offers it.
This new Plan, specifically offered to residential customers of National
Fuel Gas Company, provides a commission-free means by which to acquire an
ownership position in an integrated natural gas company.
National Fuel has increased its annual dividend rate each year since 1971
and has paid uninterrupted dividends since 1903. The Company's
operations include a balance of state-regulated nature gas distribution,
federally-regulated natural gas pipeline and storage operations and
nonregulated businesses which include oil and gas exploration and
production. Other key Company strengths include the following: a
strategic location between Canadian and southwestern natural gas supplies
and northeastern United States markets; a natural gas storage business
with expansion potential; and a continued emphasis on the development of
oil and gas reserves.
We believe this business profile, together with a highly experienced
management team, forms the basis for continued growth as we approach the
next century. If you are interested in joining the Plan after reading
the brochure and prospectus, please complete and sign the Authorization
Form enclosed. Then return the form, along with your initial cash
investment, in the postage-paid envelope. Thank you for your interest in
National Fuel Gas Company.
Cordially,
Bernard J. Kennedy
Bernard J. Kennedy
Chairman, President and
Chief Executive Officer
[Graphic or Image Material #1 - See Appendix]
[Page 1]
WHO WE ARE...
National Fuel Gas Company (New York Stock Exchange ticker symbol: NFG)
and its subsidiaries are an integrated natural gas system engaged in all
phases of the natural gas business - exploration, production, purchasing,
gathering, transmission, storage and sale at wholesale and retail. In
addition, the Company's subsidiaries market timber and oil and are in the
pipeline construction business.
National Fuel is best known locally for its state-regulated Utility
Operation, which sells and transports natural gas to retail customers
throughout western New York and northwestern Pennsylvania.
But National Fuel is more than a retail distributor of natural gas. It
also operates a federally-regulated pipeline and storage business
comprised of a natural gas pipeline network that extends from
southwestern Pennsylvania to the New York-Canadian border at the Niagara
River. National Fuel also has a network of underground natural gas
storage reservoirs that are used to serve our Utility Operation and many
nonaffiliated customers outside National Fuel's retail service area.
In addition, National Fuel has geographically diverse natural gas and oil
exploration and production operations in the Gulf Coast and Appalachian
Regions of the United States and in California.
These three primary business segments provide National Fuel with
geographically dispersed markets, as well as diversity of regulatory
jurisdictions.
[Page 2]
WHAT WE DO...
NATURAL GAS UTILITY OPERATION
National Fuel's Utility Operation is regulated at the state level by the
State of New York Public Service Commission and the Pennsylvania Public
Utility Commission. In fiscal 1991, 1992 and 1993 this business segment
accounted for approximately 56%, 60% and 53% respectively, of the pretax
operating income of the Company.
[Graphic or Image Material #2 - See Appendix]
National Fuel's Utility Operation provides gas service to more than
725,000 customers in western New York and northwestern Pennsylvania.
National Fuel's customer base has grown by more than 34,000 since 1987.
To provide reliable customer service and a competitively priced product
has always been at the core of the Company's business philosophy. The
Company believes that its continued commitment to customer satisfaction
will strengthen its position in the highly competitive energy market.
National Fuel continues to strive to attract and retain large commercial
and industrial accounts by offering favorable rate designs to lower their
fuel costs. Such efforts, along with retail marketing and wholesale
sales efforts, are the primary means by which National Fuel promotes the
use of natural gas and attempts to increase the volume of gas moved
through its system.
Gas Supply
The physical connection of National Fuel's gas transmission system to
five major interstate pipelines, and its ready access to Canadian and
Appalachian gas supplies, provide National Fuel with secure, long-term
sources of gas and with significant flexibility among gas supply
alternatives. This variety of supply sources has contributed to National
Fuel's ability to offer competitive rates to both retail and wholesale
customers.
PIPELINE AND STORAGE OPERATION
National Fuel's Pipeline and Storage Operation is regulated at the
federal level by the Federal Energy Regulatory Commission (FERC), and in
fiscal 1991, 1992 and 1993 contributed approximately 34%, 33% and 41%
respectively, to the Company's pretax operating income.
National Fuel's strategy continues to be one of exploiting its favorable
location at the hub of the transmission and storage network serving the
gas-hungry Northeast markets.
[Graphic or Image Material #3 - See Appendix]
Gas Transmission
Motivated by its commitment to further expand its business beyond the
Utility Operation's western New York and northwestern Pennsylvania
service territory, National Fuel has become a major transporter of
Canadian gas. Through continued expansion of its system, National Fuel
can participate in market growth anywhere in the eastern United States.
[Page 3]
[Graphic or Image Material #4 - See Appendix]
Since 1987, National Fuel has increased its capacity to transport
Canadian gas by 395.5 million cubic feet per day, or 144 billion cubic
feet per year, and has firm, long-term commitments for all of this
capacity.
Gas Storage
National Fuel has significant experience in the underground storage of
natural gas. In 1915, it became the first company in North America to
develop an underground gas storage field. Currently, National Fuel owns
and operates 30 underground gas storage fields and jointly owns an
additional four fields. In total, National Fuel has 69.9 billion cubic
feet of gas storage capacity available. The storage fields serve
companies located throughout the Northeast, and also provide the storage
requirements for National Fuel's retail market.
National Fuel intents to continue to exploit its competitive advantages,
such as the location of its pipeline and storage facilities and its gas
acquisition flexibility, to expand existing markets and open up new
markets and opportunities.
NONREGULATED ACTIVITIES
National Fuel's Nonregulated Activities consist primarily of oil and gas
exploration and production in the Gulf Coast, Appalachia and California.
National Fuel also engages in pipeline construction and well drilling for
its own account and for third parties, and markets timber from its
Pennsylvania land holdings. In fiscal 1991, 1992 and 1993 Nonregulated
Activities accounted for approximately 10%, 5% and 8% respectively, of
the Company's pretax operating income.
National Fuel's exploration and production efforts focus on low-risk
exploratory and developmental drilling and the improvement of existing
properties. The primary exploration and development activities of the
Company have been focused in the Gulf Coast Region.
[Graphic or Image Material #5 - See Appendix]
Gulf Coast activities have been directed toward offshore exploratory
drilling using advanced seismic technology and increasing reserves and
production from existing properties by applying innovative drilling
techniques, such as horizontal drilling.
In California, efforts have focused on developmental drilling and the
reworking of existing wells.
In the Appalachian Region, National Fuel, or its predecessors, has been
drilling for and producing gas since the late 1800s. The effort
continues with ongoing production from more than 2,066 Appalachian wells
and interests in more than one-half million undeveloped acres.
[Graphic or Image Material #6 - See Appendix]
[Page 4]
REVIEW OF PERFORMANCE...
The management of the Company is committed to increasing shareholder
value and to providing the best possible service to its customers at a
reasonable price. With an average of over 30 years of service in the
industry, the Company's principal officers are an experienced management
team with a proven record. The results of operations in fiscal 1993 for
the Company's business segments combined to produce earnings per common
share of $2.15, compared with last year's earnings of $1.94 and 1991
earnings of $1.63. Net income available for Common Stock amounted to
$75.2 million in 1993, compared with $60.3 million in 1992 and $49.0
million in 1991.
Of course, these results are not necessarily indicative of future
performance, which will depend on a variety of factors.
[Graphic or Image Material #7 - See Appendix]
The annual dividend rate has grown each year since 1971 and uninterrupted
dividends have been paid each year since 1903.
[Page 5]
THE FUTURE...
- - National Fuel is committed to providing quality service to its
customers.
- - National Fuel continues its efforts to attract and retain large
commercial and industrial customers through the use of flexible rate
designs and transportation service.
- - National Fuel intends to focus on the expansion of existing markets
and entry into new geographical markets to benefit fully from the
strategic location of its pipeline and storage facilities.
- - National Fuel intends to continue to emphasize a conservative strategy
of oil and gas development in anticipation of improving prices over the
long-term.
[Graphic or Image Material #8 - See Appendix]
[Page 6]
PLAN SUMMARY...
National Fuel Gas Company's Customer Stock Purchase Plan (Plan) provides
residential customers of National Fuel Gas Distribution Corporation the
opportunity to acquire shares of the Company's Common Stock without
payment of any brokerage commission or service charge.
THE FOLLOWING SUMMARY IS NOT A COMPLETE DESCRIPTION OF THE PLAN AND
SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS.
INITIAL CASH INVESTMENT
Any residential customer of National Fuel Gas Distribution Corporation
may join the Plan.
Customers may join the Plan by making an initial cash investment of not
less than $200, but not more than $60,000.
SUPPLEMENTAL CASH INVESTMENTS
After joining the Plan by making this initial cash investment, a
participant may increase holdings in the Plan by making supplemental cash
investments at any time. There is no obligation to make any supplemental
cash investments. The amount of each supplemental cash investment may
vary, but each investment must be at least $200, and total cash
investments under the Plan may not exceed $60,000 per calendar year.
DIVIDENDS
Participants in the Plan may elect to have cash dividends on all of their
Plan shares automatically reinvested in additional shares of Common
Stock. The Plan permits fractions of shares, as well as full shares, to
be credited to participants' accounts. The shares of Common Stock
purchased under the Plan 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 by Chemical Bank
(formerly Manufacturers Hanover Trust Company) or such other bank or
trust company as the Company may from time to time designate ("the Bank").
FEES AND COMMISSIONS
Participants are not required to pay a commission or charge of any kind
in connection with the purchase of National Fuel Common Stock. If a
participant withdraws from the Plan and requests the sale of the shares
upon withdrawal, the participant will receive the proceeds from the sale
of shares, less brokerage commission and a $15.00 Bank service fee.
STOCK CERTIFICATES AND VOTING RIGHTS
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.
The Bank will send voting instruction cards to all participants in the
Plan. If a valid voting instruction card is not returned to the Bank,
the shares of Common Stock held in the participant's account will not be
voted.
[Page 7]
BENEFITS OF THE PLAN...
This Plan offers a number of benefits for those who consider purchasing
National Fuel Gas Company's Common Stock a good investment. Of course,
National Fuel cannot guarantee that investors will profit or avoid losses
on shares purchased under the Plan.
A FLEXIBLE APPROACH
The Plan is structured so that you can invest or reinvest in different
ways to suit your financial objectives. For example, after making an
initial cash investment, many people find it convenient to invest a
certain amount each month through the supplemental cash investment
option. You can invest any amount you wish as long as each supplemental
investment is at least $200, and no more than $60,000 is invested per
calendar year. As your financial plans change, you can change your
participation as you choose.
The Plan is set up so that once you are a participant, you may continue
in the Plan, provided at least one full share is credited to your
account, even if you are no longer a National Fuel Gas Distribution
Corporation customer.
NO FEES OR COMMISSIONS WHEN YOU INVEST
You pay no fees or commissions of any kind when you purchase Common Stock
under the Plan, nor are there any administrative costs while you
participate.
WITHDRAWAL OF SHARES AT ANY TIME
Upon withdrawal of shares, you may either receive your stock certificates
directly from the Bank, free of charge, or may request that the Bank sell
your shares. The Bank charges a $15.00 service fee in connection with
the sale of the shares at the request of a participant. The participant
must pay this service fee, as well as the brokerage commission incurred
by the Bank, which will be deducted form the check for the proceeds of
the sale.
AUTOMATIC REINVESTMENT OF DIVIDENDS
Another advantage is the Plan's option for automatic reinvestment of
dividends. The dividend reinvestment option makes it convenient and easy
to reinvest your dividends through the Plan, and the amount of stock you
own will accrue more rapidly than if you took these dividends in cash.
Dividend payment dates for the Company's Common Stock have typically been
the fifteenth day of January, April, July and October.
DETAILED STATEMENTS
The Bank will send each participant a detailed statement showing all
pertinent information with respect to the account. Statements will be
sent after the initial cash investment, after each quarter and each time
additional shares are purchased through the supplemental cash investment
option.
[Page 8]
DETAILS OF THE PLAN...
The statement will include:
- - Total shares held as of the dividend record date
- - Dividends received
- - Dividends reinvested
- - Supplemental cash investments
- - Purchase price per share
- - Total number of shares purchased
- - Any brokerage and/or service fees on shares sold
INITIAL INVESTMENT
Eligible customers may join the Plan at any time. To participate, just
complete, sign and return the Authorization Form to Chemical Bank
(formerly Manufacturers Hanover Trust Company) together with your check
or money order made payable to Chemical Bank. A preaddressed,
postage-paid envelope is provided for this purpose. The Authorization
Form serves to initiate participation in the Plan, appoint the Bank as
your agent under the Plan and direct the Bank whether to issue cash
dividends or reinvest dividends under the Plan.
SUPPLEMENTAL CASH INVESTMENTS
After your initial cash investment, you may add to your holdings by
making supplemental cash investments as frequently as once a month. Your
statements from the Bank will include an easy-to-use cash payment form
which you complete and send to the Bank along with a check or money order
for at least $200, but no more than $60,000 per calendar year, in order
to purchase addition shares.
HOW IT WORKS
Purchases of Common Stock with initial cash investments, supplemental
cash investments and reinvested dividends, if any, will be made on a
monthly basis on or about the fifteenth of the month.
The price of shares of Common Stock purchased on the open market
(computed to three decimal places) will be the average price of all such
shares of Common Stock purchased by the Bank during the investment
period. The price of original issue shares of Common Stock purchased
from the Company (computed to three decimal places) will be the average
of the daily high and low sale prices 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. Cash investments 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. For first time
participants, an account has to be established before the monies can be
invested. It typically takes about two weeks to establish a new account.
Neither the Company nor the Bank will pay interest on cash investments
pending their investment in Common Stock.
[Page 9]
FOR INCOME TAX PURPOSES
Dividends accruing under the Plan are subject to federal and other income
taxes. Your quarterly records can be helpful to a tax adviser in
determining the best way to handle your particular financial situation.
ADMINISTRATION
All communications about the Plan should be sent to the Bank, as agent
for the Plan, at the following address:
Chemical Bank (formerly Manufacturers Hanover Trust Company)
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, NY 10116-3069
Reference to National Fuel must be made in all correspondence.
Telephone inquiries should be directed to Chemical Bank Shareholder
Services at 1-800-648-8166
ENROLLMENT PROCEDURE
It is easy and convenient to enroll in National Fuel's Customer Stock
Purchase Plan. Just complete and sign the enclosed Authorization Form
and mail it together with your check for at least $200, but no more than
$60,000, in the enclosed postage-paid envelope to Chemical Bank (formerly
Manufacturers Hanover Trust Company). Be sure to include your National
Fuel Gas Account Number on the form to avoid delay in enrollment.
QUESTIONS
If you have any questions about enrollment or any provision of the Plan,
please call National Fuel at 716-857-6980.
After you are a Plan participant, questions about your account should be
directed to Chemical Bank at 1-800-648-8166.
NATIONAL FUEL GAS COMPANY (THE "COMPANY") IS A PUBLIC UTILITY HOLDING
COMPANY THAT ENGAGES IN A BROAD RANGE OF BUSINESSES THROUGH ITS VARIOUS
SUBSIDIARIES. THE INFORMATION CONTAINED IN THE BROCHURE IS AS OF
SEPTEMBER 30, 1993, AND HIGHLIGHTS SOME OF THE MOST SIGNIFICANT OF THE
COMPANY'S BUSINESSES, BUT IS NOT A COMPLETE DESCRIPTION OF THE COMPANY,
ITS SUBSIDIARIES OR THEIR BUSINESS ACTIVITIES AND PROSPECTS. THIS
SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS
AND THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN.
[company logo]
NATIONAL FUEL GAS COMPANY
CUSTOMER STOCK PURCHASE PLAN
[Appendix Page]
APPENDIX
Graphic or
Image Material Description
#1 Photograph of Bernard J. Kennedy
#2 Titled "National Fuel Gas Distribution Corporation"
showing the service area in New York and Pennsylvania
#3 Titled "National Fuel Gas Supply Corporation"
showing the National Fuel Gas Supply Corporation
storage areas and system pipelines in New York and
Pennsylvania; other pipeline companies (Transcanada
Pipelines Ltd., Tennessee Gas Pipeline Company, CNG
Transmission Corp., Transcontinental Gas Pipeline
Corp., Columbia Gas Transmission Corp., and Texas
Eastern Transmission Corp.) in the northeast
#4 Titled "Penn-York Energy Corporation" showing the
Penn-York Energy Corporation storage area in New
York; system pipeline in New York and Pennsylvania;
nonaffiliated customers' service areas in New York,
Pennsylvania, Delaware, New Jersey, New Hampshire,
Massachusetts, Rhode Island and Connecticut; and the
nonaffiliated pipeline customers in Virginia,
Maryland, Pennsylvania, New Jersey, New York and in
Maine, New Hampshire and Massachusetts
#5 Titled "Seneca Resources Corporation" showing
Seneca Resources Corporation exploration and
production areas in California, Texas, Louisiana
and the Gulf of Mexico
#6 Titled "Empire Exploration, Inc." showing Empire
Exploration, Inc. exploration and production areas in
Michigan, Illinois, New York, Pennsylvania, West
Virginia and Virginia
#7 Titled "The Annual Dividend Rate 1988 - 1993" showing
year and annual dividend rate
1988 $1.26
1989 $1.34
1990 $1.42
1991 $1.46
1992 $1.50
1993 $1.54
#8 Titled "High and Low Stock Price by Quarter" showing
high and low stock price per quarter for fiscal years
1988 - 1993 (for purposes of this description, dollar
amounts are approximate and are rounded to the
nearest quarter of a dollar)
Fiscal Year 1988
1st quarter high $22.50 low $16.25
2nd quarter high $20.50 low $16.50
3rd quarter high $19.50 low $16.75
4th quarter high $19.00 low $16.75
Fiscal Year 1989
1st quarter high $19.25 low $16.50
2nd quarter high $20.50 low $18.00
3rd quarter high $25.00 low $18.00
4th quarter high $26.25 low $24.00
Fiscal Year 1990
1st quarter high $27.75 low $21.75
2nd quarter high $27.50 low $24.00
3rd quarter high $25.00 low $21.75
4th quarter high $24.75 low $22.00
Fiscal Year 1991
1st quarter high $24.75 low $22.00
2nd quarter high $23.75 low $22.25
3rd quarter high $24.00 low $22.50
4th quarter high $24.00 low $22.50
Fiscal Year 1992
1st quarter high $25.25 low $23.50
2nd quarter high $25.75 low $23.50
3rd quarter high $26.00 low $23.50
4th quarter high $29.00 low $25.25
Fiscal Year 1983
1st quarter high $30.50 low $24.50
2nd quarter high $33.50 low $29.25
3rd quarter high $33.50 low $28.75
4th quarter high $36.75 low $32.25
EXHIBIT EX-99[.3]
[company logo] [company logo]
AUTHORIZATION FORM - NATIONAL FUEL GAS COMPANY
CUSTOMER STOCK PURCHASE PLAN
I hereby appoint Chemical Bank as my agent, subject to the terms and
conditions of the Customer Stock Purchase Plan as set forth in the
accompanying prospectus, and authorize Chemical Bank, as such agent, to
invest initial cash investments and supplemental cash investments in the
Common Stock of National Fuel Gas Company issued for this purpose and/or
purchased on the open market for this purpose and to reinvest dividends
in accordance with the election specified on the reverse of this card.
This authorization and appointment are given with the understanding
that I may terminate them by terminating my account as provided in the
section "Withdrawal from the Plan" in the accompanying prospectus.
IF THE COMPLETED AUTHORIZATION FORM AND CHECK FOR THE INITIAL CASH
INVESTMENT IS NOT RECEIVED BY THE AGENT AT LEAST TWO WEEKS PRIOR TO THE
MONTHLY INVESTMENT OF CASH INVESTMENTS ON OR ABOUT THE FIFTEENTH OF THE
MONTH, PARTICIPATION IN THE PLAN MAY NOT BECOME EFFECTIVE UNTIL THE
FOLLOWING MONTHLY INVESTMENT DATE.
___________________________________
Account Signature
___________________________________
(Two signatures required for joint
ownership of shares.)
___________________________________
___________________________________
Date
CONTINUED ON REVERSE SIDE
I wish to enroll in the Customer Stock Purchase Plan of National Fuel
Gas Company and have enclosed a check made payable to Chemical Bank for
the amount indicated below:
Amount of check enclosed:$_________________________________
(Minimum of $200 and Maximum of $60,000)
I wish to have dividends on all shares of Common Stock purchased for
my account under the Plan treated as follows:
_______ Reinvest all dividends in additional shares of Common Stock.
_______ Receive all dividends in cash.
REGISTRATION INFORMATION
The following are examples of registrations which will be accepted for
the Customer Stock Purchase Plan:
INDIVIDUAL:
John R. Smith
JOINT:
John R. Smith and Mary A. Smith
(as Joint Tenants with Right of Survivorship)
CUSTODIAN:
John R. Smith, Custodian for Ann B. Smith
(under the Uniform Gifts to Minors Act)
The individual owner, one of the joint owners or the custodian must be a
customer of National Fuel Gas Company to participate in the Plan (see
prospectus).
FEDERAL FORM W-9 CERTIFICATION:
Under penalties of perjury, I certify that (1) the Social Security number
on this form is my correct taxpayer identification number; and (2) I am
not subject to backup withholding because (a) I have not been notified by
the IRS that I am subject to backup withholding as a result of failure to
report all interest or dividends, or (b) the IRS has notified me that I
am no longer subject to backup withholding.
NOTE: If you have been notified by the IRS that you are subject to
backup withholding due to underreporting and you have not received notice
from the IRS that such backup withholding is terminated you must strike
through the language in clause (2) above.
ACCOUNT REGISTRATION - PLEASE PRINT CLEARLY
___________________________________
Social Security No.
___________________________________
National Fuel Account Number
____________________________________________________________________
Name
____________________________________________________________________
Name (if joint ownership)
____________________________________________________________________
Street
____________________________________________________________________
City State Zip
(____)______________________________________________________________
Area Code Telephone No.
PLEASE READ AND SIGN THE REVERSE SIDE OF THIS FORM.
EXHIBIT EX-99[.4]
[FRONT OF POSTAGE-PAID ENVELOPE]
NATIONAL FUEL GAS COMPANY
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 3455 NEW YORK, NY
POSTAGE WILL BE PAID BY ADDRESSEE
CHEMICAL BANK
DIVIDEND REINVESTMENT DEPARTMENT
CHURCH STREET STATION
PO BOX 24634
NEW YORK NY 10242-4634
[BACK OF POSTAGE-PAID ENVELOPE]
The material you are enclosing will be processed through accounting
machines. Please do not bend, fold, staple or mutilate.
Thank you.
