<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From..........to..........
Commission File Number 1-3880
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-1086010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Lafayette Square 14203
Buffalo, New York (Zip Code)
(Address of principal executive offices)
(716) 857-6980
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange
Title of each class on which registered
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant amounted to $953,688,000 as of November 30, 1994.
Common stock, $1 par value, outstanding as of November 30, 1994:
37,337,056 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held February 16, 1995, are incorporated by
reference into Part III of this report.
<PAGE 2>
ITEM 2. PROPERTIES
GENERAL INFORMATION ON FACILITIES
The investment of the System in net property, plant and equipment was
$1,542,739,000 at September 30, 1994. Approximately 80% of this investment is
in the System's Utility and Pipeline and Storage segments, which are primarily
located in western New York and western Pennsylvania. The remaining
investment in property, plant and equipment is mainly in the Exploration and
Production Segment, which is primarily located in the Gulf Coast,
southwestern, western and Appalachian regions of the United States.
The Utility Operation has the largest net investment in property, plant
and equipment, compared with the System's other business segments. Most of
this net investment represents its gas distribution network. These properties
include 14,592 miles of pipeline (exclusive of service pipe), which represent
approximately 55% of the Utility Operation's net investment of $787,794,000.
The Pipeline and Storage segment represents a net investment of
$440,810,000 in transmission and storage facilities at September 30, 1994.
Transmission pipeline, with a net cost of $132,591,000, represents 30% of this
segment's total net investment and includes 2,786 miles of pipeline required
to move large volumes of gas throughout the System's service area. Storage
facilities consist of 34 storage fields, four of which are jointly operated
with certain pipeline suppliers, and 512 miles of pipeline. Included in the
storage facilities net investment is $80,942,000 of base gas. The Pipeline
and Storage segment has 31 compressor stations with 72,100 installed
compressor horsepower.
The Exploration and Production segment had a net investment in
properties amounting to $295,419,000 at September 30, 1994. Of this amount,
Seneca's net investment in oil and gas properties in the Gulf Coast/West Coast
regions was $238,175,000, and Seneca's net investment in oil and gas
properties in the Appalachian region aggregated $57,244,000.
During the past five years, the System has made significant additions to
plant in order to expand and improve transmission and distribution facilities
for both retail and wholesale customers and to augment the reserve base of oil
and gas. Net plant has increased $455,276,000, or 42%, since 1989.
The System's facilities provided the capacity to meet the System's 1994
peak day sendout, including transportation service, of 1,988 MMcf, which
occurred on January 19, 1994. Withdrawals from storage provided approximately
47% of the requirements on that day.
System maps are included as Exhibit 99.2 to this report.
EXPLORATION AND PRODUCTION ACTIVITIES
The information that follows is disclosed in accordance with SEC
regulations, and relates to the System's oil and gas producing activities.
For a further discussion of oil and gas producing activities, refer to Note K
- - "Supplementary Information for Oil and Gas Producing Activities," on pages
84 to 88 of this report, and to Exploration and Production on pages 17 to 19
of this report.
<PAGE 3>
ITEM 2. PROPERTIES (Continued)
Supply Corporation files Form 2 "Annual Report of Natural Gas Companies"
and Form 15 "Annual Report of Gas Supply" with the FERC. The reserve
disclosures in these reports were filed as of December 31, 1993, whereas the
reserve disclosures included in Note K are reported as of September 30, 1994.
The gas reserves of Supply Corporation reported as of December 31, 1993,
in Forms 2 and 15, were in-house estimates arrived at by qualified Supply
Corporation geologists and engineers. Seneca is not regulated by the FERC,
and thus is not required to file Forms 2 and 15. As discussed in Item 1,
Supply Corporation's exploration and production activities were transferred to
Empire effective January 1, 1994. Subsequently, on July 1, 1994, Empire was
merged into Seneca. Seneca's oil and gas reserves reported in Note K as of
September 30, 1994, were estimated for Seneca by independent petroleum
engineers from Ralph E. Davis, Inc.
The following is a summary of certain oil and gas information taken from
System records:
Production
For the Year Ended September 30 1994 1993 1992
Average sales price per Mcf of gas $ 2.18 $ 2.20 $ 1.97
Average sales price per barrel of oil $14.86 $16.78 $17.11
Average production (lifting) cost per Mcf
equivalent of gas and oil produced $ .45 $ .54 $ .62
Productive Wells
At September 30, 1994 Gas Oil
Productive Wells - gross 2,153 201
- net 2,013 172
Developed And Undeveloped Acreage
At September 30, 1994
Developed Acreage - gross 568,736
- net 508,753
Undeveloped Acreage - gross 516,743
- net 476,482
<PAGE 4>
ITEM 2. PROPERTIES (Concluded)
Drilling Activity
Productive Dry
For the Year Ended September 30 1994 1993 1992 1994 1993 1992
Net Wells Completed - Exploratory 5 9 5 4* 6 5
- Development 8* 16 11 0* 3 3
Present Activities
At September 30, 1994
Wells in Process of Drilling - gross 1
- net 1
There are currently no waterflood projects or pressure maintenance
operations of material importance.
* Indicates item amended by this Form 10-K/A.
<PAGE 5>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statement Schedules
All financial statement schedules filed as part of this report
are included in Item 8 and reference is made to the index on
page 52 of this report.
(b) Reports on Form 8-K
None
(c) Exhibits.
Exhibit
Number Description of Exhibits
3(i) Articles of Incorporation:
* Restated Certificate of Incorporation of National Fuel Gas
Company, dated March 15, 1985 (Exhibit 10-OO, Form 10-K
for fiscal year ended September 30, 1991)
* Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated March 9,
1987 (Exhibit A-3 in File No. 70-7334)
* Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated February
22, 1988 (Exhibit B-5 in File No. 70-7478)
* Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form
10-K for fiscal year ended September 30, 1992)
3(ii) By-Laws:
3.1 National Fuel Gas Company By-Laws as amended through June
9, 1994
(4) Instruments Defining the Rights of Security Holders,
Including Indentures:
* 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)
* Eighth Supplemental Indenture dated as of July 1, 1989, to
Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit EX-4.3, Form 10-K for fiscal year ended
September 30, 1992) (The Debentures issued thereunder were
redeemed on March 16, 1993, July 7, 1993 and July 1, 1994)
<PAGE 6>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Ninth Supplemental Indenture dated as of January 1, 1990,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit EX-4.4, Form 10-K for fiscal year ended
September 30, 1992)
* Tenth Supplemental Indenture dated as of February 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(a), Form 8-K dated February 14, 1992,
in File No. 1-3880)
* Eleventh Supplemental Indenture dated as of May 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(b), Form 8-K dated February 14, 1992,
in File No. 1-3880)
* Twelfth Supplemental Indenture dated as of June 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(c), Form 8-K dated June 18, 1992, in
File No. 1-3880)
* Thirteenth Supplemental Indenture dated as of March 1,
1993, to Indenture dated as of October 15, 1974, between
the Company and The Bank of New York (formerly Irving
Trust Company) (Exhibit 4(a)(14) in File No. 33-49401)
* Fourteenth Supplemental Indenture dated as of July 1,
1993, to Indenture dated as of October 15, 1974, between
the Company and The Bank of New York (formerly Irving
Trust Company) (Exhibit 4.1, Form 10-K for fiscal year
ended September 30, 1993)
(10) Material Contracts:
(ii) (B) Contracts upon which Registrant's business is substantially
dependent:
10.1 Service Agreement with Columbia Gas Transmission
Corporation under Rate Schedule FTS, dated November 1,
1993 and executed February 13, 1994.
10.2 Service Agreement with Columbia Gas Transmission
Corporation under Rate Schedule FSS, dated November 1,
1993 and executed February 13, 1994.
<PAGE 7>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
10.3 Service Agreement with Columbia Gas Transmission
Corporation under Rate Schedule SST, dated November 1,
1993 and executed February 13, 1994.
* Gas Transportation Agreement with Tennessee Gas Pipeline
Company under rate schedule FT-A (Zone 4), dated September
1, 1993 (Exhibit 10.1, Form 10-K for fiscal year ended
September 30, 1993)
* Gas Transportation Agreement with Tennessee Gas Pipeline
Company under rate schedule FT-A (Zone 5), dated September
1, 1993 (Exhibit 10.2, Form 10-K for fiscal year ended
September 30, 1993)
* Service Agreement with Texas Eastern Transmission
Corporation under rate schedule CDS, dated June 1, 1993
(Exhibit 10.3, Form 10-K for fiscal year ended September
30, 1993)
* Service Agreement with Texas Eastern Transmission
Corporation under rate schedule FT-1, dated June 1, 1993
(Exhibit 10.4, Form 10-K for fiscal year ended September
30, 1993)
* Service Agreement with CNG Transmission Corporation under
Rate Schedule FT, dated October 1, 1993 (Exhibit 10.5,
Form 10-K for fiscal year ended September 30, 1993)
* Service Agreement with CNG Transmission Corporation under
Rate Schedule GSS, dated October 1, 1993 (Exhibit 10.6,
Form 10-K for fiscal year ended September 30, 1993)
(iii) Compensatory plans for officers:
10.4 Employment Agreement, dated September 17, 1981, with
Bernard J. Kennedy.
* National Fuel Gas Company 1983 Incentive Stock Option
Plan, as amended and restated through February 18, 1993.
(Exhibit 10.2, Form 10-Q for the quarterly period ended
March 31, 1993)
* National Fuel Gas Company 1984 Stock Plan, as amended and
restated through February 18, 1993 (Exhibit 10.3, Form
10-Q for the quarterly period ended March 31, 1993)
* National Fuel Gas Company 1993 Award and Option Plan,
dated February 18, 1993. (Exhibit 10.1, Form 10-Q for the
quarterly period ended March 31, 1993)
<PAGE 8>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Change in Control Agreement, dated May 1, 1992, with
Philip C. Ackerman. (Exhibit EX-10.4, Form 10-K for
fiscal year ended September 30, 1992)
* Change in Control Agreement, dated May 1, 1992, with
Richard Hare. (Exhibit EX-10.5, Form 10-K for fiscal year
ended September 30, 1992)
* Change in Control Agreement, dated May 1, 1992 with
William J. Hill. (Exhibit EX-10.6, Form 10-K for fiscal
year ended September 30, 1992)
* Agreement, dated August 1, 1989, with Richard Hare.
(Exhibit 10-Q, Form 10-K for fiscal year ended
September 30, 1989)
* Executive Death Benefits Agreement dated April 1, 1991
with William J. Hill. (Exhibit EX-10.8, Form 10-K for
fiscal year ended September 30, 1992)
10.5 Amendment to Death Benefits Agreement dated March 15, 1994
with Richard Hare
10.6 Amendment to Death Benefits Agreement dated March 15, 1994
with Philip C. Ackerman
10.7 National Fuel Gas Company Deferred Compensation Plan, as
amended and restated through May 1, 1994.
10.8 National Fuel Gas Company and Participating Subsidiaries
Executive Retirement Plan as amended and restated through
February 17, 1994
10.9 Split Dollar Death Benefits Agreement dated April 1, 1991
with Richard Hare (errata).
10.10 Split Dollar Death Benefits Agreement dated April 1, 1991
with Philip C. Ackerman (errata)
* Eighth Extension to Employment Agreement with Bernard J.
Kennedy, dated September 20, 1991. (Exhibit 10-SS, Form
10-K for fiscal year ended September 30, 1991)
* Executive Death Benefits Agreement dated August 28, 1991
with Bernard J. Kennedy. (Exhibit 10-TT, Form 10-K for
fiscal year ended September 30, 1991)
<PAGE 9>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Summary of Annual at Risk Compensation Incentive Program
(Exhibit 10.10, Form 10-K for fiscal year ended September
30, 1993)
* Excerpts of Minutes from the National Fuel Gas Company
Board of Directors Meeting of December 5, 1991. (Exhibit
10-UU, Form 10-K for fiscal year ended September 30, 1991)
(12) Computation of Ratio of Earnings to Fixed Charges
(21) Subsidiaries of the Registrant:
See Item 1 of Part I of this Annual Report on Form 10-K
Consents of Experts and Counsel:
23.1 Consent of Ralph E. Davis Associates, Inc.
23.2 Consent of Independent Accountants
(27) Financial Data Schedule**
Additional Exhibits:
99.1 Report of Ralph E. Davis Associates, Inc.
99.2 System Maps
All other exhibits are omitted because they are not applicable or
the required information is shown elsewhere in this Annual Report
on Form 10-K.
*Incorporated herein by reference as indicated.
** Indicates item amended by this Form 10-K/A.
<PAGE 10>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NATIONAL FUEL GAS COMPANY
(Registrant)
By/s/ J. P. Pawlowski
J. P. Pawlowski
Treasurer and Principal
Date January 17, 1995 Accounting Officer
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND
SCHEDULES.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> OCT-01-1993
<PERIOD-END> SEP-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,542,739
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 220,938
<TOTAL-DEFERRED-CHARGES> 15,796
<OTHER-ASSETS> 202,184
<TOTAL-ASSETS> 1,981,657
<COMMON> 37,278
<CAPITAL-SURPLUS-PAID-IN> 379,156
<RETAINED-EARNINGS> 363,854
<TOTAL-COMMON-STOCKHOLDERS-EQ> 780,288
0
0
<LONG-TERM-DEBT-NET> 462,500
<SHORT-TERM-NOTES> 102,500
<LONG-TERM-NOTES-PAYABLE> 0
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<TOT-CAPITALIZATION-AND-LIAB> 1,981,657
<GROSS-OPERATING-REVENUE> 1,141,324
<INCOME-TAX-EXPENSE> 47,792
<OTHER-OPERATING-EXPENSES> 967,629
<TOTAL-OPERATING-EXPENSES> 1,015,421
<OPERATING-INCOME-LOSS> 125,903
<OTHER-INCOME-NET> 3,656
<INCOME-BEFORE-INTEREST-EXPEN> 129,559
<TOTAL-INTEREST-EXPENSE> 47,124
<NET-INCOME> 85,672
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<EARNINGS-AVAILABLE-FOR-COMM> 85,672
<COMMON-STOCK-DIVIDENDS> 57,725
<TOTAL-INTEREST-ON-BONDS> 36,699
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