File No. 70-8657
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
U-1
AMENDMENT NO. 2
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________
Names of Companies filing this statement and addresses of principal
executive offices:
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
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Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:
Philip C. Ackerman Gerald T. Wehrlin
Senior Vice President Controller
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Kyle G. Storie, Esq.
10 Lafayette Square
Buffalo, New York 14203
This Amendment is being filed to include (i) Exhibit F-1
the Opinion of Stryker, Tams and Dill, and (ii) Exhibit H-1 the
Proposed Form of Notice.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
amendment to the Application-Declaration to be signed on their behalf
by the undersigned thereunto duly authorized.
Dated: July 27, 1995
NATIONAL FUEL GAS COMPANY
By: /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Controller
EXHIBIT F-1
July 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
U-1 Application-Declaration
Ladies and Gentlemen:
This opinion relates to the Application-Declaration (the
"Application-Declaration"), filed on or about the date hereof, by
National Fuel Gas Company ("National") under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), seeking (i)
an extension through October 31, 2000 of its existing 1935 Act
authority to issue and sell up to 1,000,000 shares of its authorized
but unissued common stock, $1.00 par value per share (the "Original
Common Stock"), pursuant to the terms of its Customer Stock Purchase
Plan (the "Plan"), and (ii) authorization to issue and sell, from time
to time through October 31, 2000, up to an additional 1,000,000 shares
of its authorized but unissued common stock, $1.00 par value per share
(the "Additional Common Stock"), pursuant to the terms of its Plan.
In this connection, we have examined the Restated Certificate of
Incorporation and By-Laws of the Company, each as amended to date, the
pertinent Plan documents, the description of the Plan in the
registration statement heretofore filed by National in respect of the
Plan (No. 33-36868)(the "Original Registration Statement"), and such
other documents, certificates and corporate records, and such
questions of law, as we have deemed necessary for the purpose of
rendering this opinion.
Securities and Exchange Commission
July 26, 1995
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of New Jersey.
2. If (i) the proposed transaction is consummated in
accordance with the Application-Declaration and the order or orders of
the Securities and Exchange Commission thereon, (ii) the Original
Registration Statement remains effective, (iii) the Additional Common
Stock is duly registered under the Securities Act of 1933, as amended,
and the registration statement of National with respect thereto is
duly filed and becomes, and remains, effective, (iv) the Board of
Directors of National, or a duly appointed committee thereof, shall
have authorized the issuance and sale of the Additional Common Stock
pursuant to and in accordance with the terms of the Plan (including,
without limitation, the terms of the Plan prescribing the formula for
determining the consideration to be received by National for the
Additional Common Stock so issued), (v) the Original Common Stock and
the Additional Common Stock, upon issuance, are duly credited to Plan
participants by the Plan agent, and (vi) with respect to certificated
shares of Original Common Stock and Additional Common Stock, the
certificates representing those shares shall have been duly executed,
countersigned, registered and delivered pursuant to the terms of, and
subject to the conditions set forth in, the Plan, and the
consideration therefor shall have been received by the Company:
(A) All laws of the State of New Jersey that we consider
applicable to the proposed transaction will have been complied with;
(B) The Original Common Stock and the Additional Common Stock
issued and sold by National pursuant to the Plan will be duly
authorized, validly issued, fully paid and nonassessble, and the
holders of the Original Common Stock and the Additional Common Stock
so issued and sold will be entitled to the rights and privileges
pertaining thereto, as set forth in the Restated Certificate of
Incorporation of National, as amended; and
Securities and Exchange Commission
July 26, 1995
Page 3
(C) The legal rights of the holders of any securities
heretofore issued by National will not have been violated.
We consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/Stryker, Tams & Dill
STRYKER, TAMS & DILL
EXHIBIT H-1
[Suggested Form of Notice of Proposed Transaction]
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No.
_______________________________________
In the Matter of
NATIONAL FUEL GAS COMPANY File No.
10 Lafayette Square
Buffalo, New York 14203
( )
_______________________________________
NOTICE OF REQUEST FOR AUTHORIZATION TO ISSUE AND SELL SHARES
OF COMMON STOCK PURSUANT TO CUSTOMER STOCK PURCHASE PLAN
National Fuel Gas Company ("National"), 10 Lafayette Square,
Buffalo, New York 14203, a registered holding company, has filed a
declaration pursuant to sections 6 and 7(a) of the Public Utility
Holding Company Act of 1935, as amended, and Rule 23 promulgated
thereunder.
Pursuant to the Commission's Order in HCAR No. 25216, issued
December 18, 1990, National was authorized to issue and deliver from
time to time up to 1,000,000 shares of its authorized but unissued
Common Stock, to the trustee of its Customer Stock Purchase Plan
("CSPP") through October 31, 1995. As of January 15, 1995, 609,156
shares of Common Stock had been issued under the CSPP. No shares of
Common Stock have been issued under the CSPP since January 15, 1995.
Rather, shares of Common Stock distributed under the CSPP since that
time have been purchased on the open market.
National now wishes to obtain an extension of its existing
authorization to issue and sell up to 1,000,000 shares of its
authorized but unissued Common Stock, $1.00 par value, through
October 31, 2000, pursuant to the terms of the CSPP. National also
seeks authorization for the issuance and sale, from time to time
through October 31, 2000, of up to an additional 1,000,000 shares of
its authorized but unissued Common Stock, $1.00 par value, pursuant to
the terms of the CSPP.
Jonathan G. Katz
Secretary
