<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive office)
<PAGE 2>
REQUIRED INFORMATION
(1) Plan Financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 3.
(2) Signature
(3) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE 3>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Number
Report of Independent Accountants 4 - 5
Financial Statements:
Statement of Assets Available for Plan
Benefits, with Fund Information, at
December 31, 1994 with Comparative
Totals at December 31, 1993 6 - 7
Statement of Changes in Assets Available
for Plan Benefits, with Fund Information,
for the Year Ended December 31, 1994 with
Comparative Totals for the Year Ended
December 31, 1993 8 - 9
Notes to Financial Statements 10 - 13
Schedules:
Schedule I - Assets Held for Investment
at December 31, 1994 14
Schedule II - Five Percent Reportable
Items for the Year Ended December 31, 1994 15 - 18
<PAGE 4>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan
In our opinion, the accompanying statement of assets available for plan
benefits, with fund information, and the related statement of changes in assets
available for plan benefits, with fund information, present fairly, in all
material respects, the assets of the National Fuel Gas Company Tax-Deferred
Savings Plan at December 31, 1994, and the changes in its assets for the year
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Administrative Committee;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Administrative Committee, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets available for plan benefits as of December
31, 1993 and the related statement of changes in assets available for plan
benefits for the year then ended (not presented herein) and in our report dated
June 27, 1994 we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed statement of assets available for plan benefits as of December 31,
1993 and the condensed statement of changes in assets available for plan
benefits for the year ended December 31, 1993, when read in conjunction with
the financial statements from which it has been derived, is fairly stated in
all material respects in relation thereto.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by ERISA. The fund information in the statement of net assets
available for benefits and the statement of changes in net assets available for
<PAGE 5>
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for benefits of each fund. Schedules I and II and the fund
information have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
Buffalo, New York
June 9, 1995
<TABLE>
<PAGE 6>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
AT DECEMBER 31, 1994 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1993
Employer Participant Salary Reductions
Contributions Vanguard Funds
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock Contract Index Index Fund -
Fund B Fund A Trust Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at market
(historical cost
$23,115,174 and
$17,313,292,
respectively) $ 3,736,410 $6,330,263 $2,417,999 $5,158,832 $425,639
Receivables
Employer Contri-
butions 86,182 - - - -
Participant Wage
Reductions - 143,401 50,360 121,867 14,979
Notes Receivable
Participant Loans - - - - -
Assets Available for
Plan Benefits $ 3,822,592 $6,473,664 $2,468,359 $5,280,699 $440,618
The accompanying notes are an integral part of these financial statements.
<PAGE 7>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1994 1993
<C> <C> <C> <C> <C> <C>
$ 465,628 $2,770,433 $ 885,033 $ - $22,190,237 $19,587,922
- - - - 86,182 72,997
17,492 20,115 22,773 - 390,987 340,630
- - - 631,538 631,538 397,132
$ 483,120 $2,790,548 $ 907,806 $ 631,538 $23,298,944 $20,398,681
<PAGE 8>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1994 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1993
Employer
Contributions Participant Salary Reductions
Vanguard Funds
National Fuel National Fuel International
Gas Company Gas Company Investment Equity
Common Stock Common Stock GIC Contract Index Index Fund -
Fund B Fund A Fund Trust Trust-500 Pacific Portfolio
<S> <C> <C> <C> <C> <C> <C>
Investment Income From National
Fuel Gas Company Common
Stock Funds $ 198,843 $ 337,549 $ - $ - $ - $ -
Interest Income - - 111,361 114,253 - -
Investment Income from Mutual
Funds - - - - 149,463 5,208
Total Investment Income 198,843 337,549 111,361 114,253 149,463 5,208
Net Appreciation (Depreciation)
in Fair Value of Investments (1,088,055) (1,846,824) - - (94,075) 14,926
Employer Matching Contributions 1,034,285 - - - - -
Participant Wage Reductions - 1,693,510 - 635,683 1,397,803 147,596
Participant Purchase Fees - - - - - (2,732)
Rollovers and Other Individual
Transfers In 4,582 - 2,993 3,211 286 38
Payments to Participants or
Beneficiaries (124,116) (204,215) (40,514) (66,300) (130,180) (2,952)
Transfers (to)/from Associated
Funds - 28,080 (2,311,366) 91,013 (94,279) 113,665
Increase (Decrease) in Assets
Available for Plan Benefits
During the Year 25,539 8,100 (2,237,526) 777,860 1,229,018 275,749
Assets Available for Plan
Benefits:
Beginning of Year 3,797,053 6,465,564 2,237,526 1,690,499 4,051,681 164,869
End of Year $ 3,822,592 $ 6,473,664 $ - $2,468,359 $5,280,699 $ 440,618
The accompanying notes are an integral part of these financial statements.
<PAGE 9>
International
Equity Money Market Total Participant Total all Funds Combined
Index Fund - Reserves, Inc. Bond Market Loan December 31,
European Portfolio -Prime Portfolio Account 1994 1993
<C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ 536,392 $ 396,177
- - - 32,221 257,835 275,842
12,677 68,405 51,013 - 286,766 160,554
12,677 68,405 51,013 32,221 1,080,993 832,573
(7,521) - (70,752) - (3,092,301) 1,318,726
- - - - 1,034,285 842,816
181,601 224,980 276,163 - 4,557,336 3,964,778
(2,799) - - - (5,531) (2,444)
86 5,508 - - 16,704 -
(6,842) (79,215) (11,453) (25,436) (691,223) (309,557)
69,571 1,967,410 (91,715) 227,621 - -
246,773 2,187,088 153,256 234,406 2,900,263 6,646,892
236,347 603,460 754,550 397,132 20,398,681 13,751,789
$ 483,120 $2,790,548 $ 907,806 $ 631,538 $23,298,944 $20,398,681
</TABLE>
<PAGE 10>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
General:
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan ("Plan") is provided for general information purposes, and is
qualified in its entirety by reference to the Plan. The Plan was adopted
April 10, 1989, effective as of July 1, 1989, and has been amended since that
time. It is subject to certain provisions of the Employee Retirement Income
Security Act of 1974.
Eligibility and Participation:
Originally, the Plan was established for the benefit of employees of
National Fuel Gas Company and its subsidiaries ("Company") who were subject to
a collective bargaining agreement between the Company and the International
Brotherhood of Electrical Workers ("IBEW"), Locals 2154, 2199 and 2199-J.
These employees became eligible to participate in the Plan on July 1, 1989 or,
if later, after completing six full months of employment and attaining age 21.
Employees subject to collective bargaining agreements between the Company and
the IBEW Local 2279 and the International Brotherhood of Firemen and Oilers,
Locals 22, 23, 25 and 251 also became eligible to participate in the Plan on
August 1, 1990 or, if later, after completing six full months of employment
and attaining age 21.
Contributions:
Plan participants may direct the Company to reduce their base pay by a
specified full percentage of at least 2% and not more than 15%. The 15% limit
is reduced by 1% for each percent of base pay contributed to the National Fuel
Gas Company Employees' Thrift Plan ("Thrift Plan") by the employee for the
same payroll period. These wage reductions are subject to certain Plan and
Internal Revenue Code limitations, and the Company remits them to the Plan
Trustee on the participants' behalf. In addition, the Company makes an
employer matching contribution that ranges from 1% to 3.5% of the
participants' base pay depending upon their years of service and rate of wage
reduction contributions. However, these employer matching contributions are
reduced by the Thrift Plan matching contributions for such participants for
such payroll period.
"Base pay" is defined in the Plan generally to mean a participant's basic
compensation for a payroll period. An individual participant's wage reduction
contributions to the Plan are subject to ceilings imposed by the Tax Reform
Act of 1986. However, Company matching contributions are not subject to such
ceilings. The ceiling was $9,240 for 1994 and will be $9,240 for 1995.
<PAGE 11>
Participants' accounts, including all wage reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment alternatives for wage reduction contributions:
Participants may invest their wage reduction contributions in the common
stock of National Fuel Gas Company ("National Stock Fund A"), the Vanguard
Investment Contract Trust and/or in one or more of five mutual funds, in
increments of 10%. A separate account is maintained for each participant
showing his interest in each fund.
The National Stock Fund A allows participants to invest their wage
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in
Vanguard Money Market Reserves and may also include receivables and/or
payables for unsettled security transactions and receivables for accrued
dividends.
The Vanguard Investment Contract Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies; the Vanguard Index Trust-500 Portfolio, which invests
in publicly traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Price Index; the Vanguard
Money Market Reserves, Inc.-Prime Portfolio, which invests in money market
instruments which mature in one year or less; the Vanguard Total Bond Market
Portfolio, which invests in bonds and other "fixed-income" securities and
seeks to duplicate the investment performance of the Lehman Brothers Aggregate
Bond Index; the Vanguard International Equity Index Fund - Pacific Portfolio,
which attempts to provide investment results paralleling those of the Morgan
Stanley Capital International Pacific Index, a diversified index of common
stocks of companies located in Japan, Australia, New Zealand, Hong Kong and
Singapore; and the Vanguard International Equity Index Fund - European
Portfolio, which attempts to provide investment results that correspond to the
price and yield performance of European stocks, in the aggregate, as
represented by the Morgan Stanley Capital International Europe (Free) Index.
The guaranteed investment fund ("GIC Fund") consisted of a continuing
deposit guaranteed investment contract ("GIC") issued by Provident National
Assurance Company ("Provident"), which had a term of August 1, 1991 through
July 31, 1994 and provided an effective annual interest rate of 7.64%, and a
GIC issued by Continental Assurance Company ("CNA"), which had a term of
August 1, 1990 through August 1, 1994, and provided an effective annual
interest rate of 9.42%. Participant salary reductions for participants
selecting the GIC investment alternative were invested in the Provident 7.64%
GIC through July, 1992. Since that time, participant salary reductions have
been invested in the Vanguard Investment Contract Trust. The Provident and
CNA contracts continued to earn interest through their maturity dates even
though they no longer accepted contributions.
<PAGE 12>
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce
or increase the percentage of wage reduction elected, redirect their current
wage reduction contributions into different investment funds, or suspend wage
reduction contributions altogether.
Employer Matching Contributions:
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock
Fund B"). This fund also maintains a small cash position in Vanguard Money
Market Reserves and may also include receivables and/or payables for unsettled
security transactions and receivables for accrued dividends. A separate
account is maintained for each participant showing his interest in this fund.
Participants may not redirect their interests in this fund into any other fund.
Withdrawals, loans and distributions:
Plan participants (or their beneficiaries) may receive distributions from
the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally,
Plan participants may borrow from their accounts in accordance with various
Plan rules. In certain cases, participants may postpone receipt of Plan
distributions.
Administration:
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify the
Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting and valuation:
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the
cash positions and receivables at the close of the Plan year. Mutual funds
are reported on a current value basis, using quoted market values of the
investments at the close of the Plan year. The investment contracts in the
Vanguard Investment Contract Trust are carried at fair value, which
approximates contract value, as determined by the Vanguard Investment Contract
Trust's Investment Committee. National Fuel Gas Company stock distributed to
participants is reflected at market.
<PAGE 13>
Administrative expenses:
Expenses related to administration of the Plan and Trust are borne by the
Company. The Company paid Vanguard $68,427 for services in connection with
the Plan and Trust for the year ended December 31, 1994. Brokerage
commissions and similar costs of acquiring or selling securities (if any) that
are incurred by the investment funds are borne by the participant.
NOTE 3 - INCOME TAXES
The Company has filed for a determination letter from the Internal Revenue
Service indicating that the Plan qualifies under Section 401(a) and Section
401(k) of the Internal Revenue Code of 1986, as amended. Accordingly, no
provision for income taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
For the Plan years ended December 31, 1994 and 1993, there were no known
prohibited transactions with parties-in-interest as defined in ERISA Sections
406 and 407(a) and Internal Revenue Code Section 4975(c).
<TABLE>
<PAGE 14>
<CAPTION>
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate
Borrower, Lessor of Interest, Collateral, Par (e) Current
(a) or Similar Party or Maturity Value (d) Cost Value
<S> <C> <C> <C>
* National Fuel Gas Company
Stock Funds:
National Fuel Gas Company Stock Fund A (689,571 units) $ 7,034,702 $ 6,330,263
National Fuel Gas Company Stock Fund B (407,016 units) 4,082,724 3,736,410
Total National Fuel Gas Company
Stock Funds 11,117,426 10,066,673
Mutual Funds (1):
* Vanguard Group of Index Trust - 500 Portfolio
Investment Companies (120,057 units) 5,006,443 5,158,832
* Vanguard Group of International Equity Index
Investment Companies Fund - Pacific Portfolio
(37,667 units) 401,261 425,639
* Vanguard Group of International Equity Index
Investment Companies Fund - European Portfolio
(39,594 units) 446,877 465,628
* Vanguard Group of Money Market Reserves, Inc.
Investment Companies - Prime Portfolio
(2,770,433 units) 2,770,433 2,770,433
* Vanguard Group of Total Bond Market Portfolio
Investment Companies (96,514 units) 954,735 885,033
Total Vanguard Mutual Funds 9,579,749 9,705,565
Common/Collective Trust (2):
* Vanguard Group of Investment Contract Trust
Investment Companies (2,417,999 units) 2,417,999 2,417,999
TOTAL ASSETS HELD FOR INVESTMENT $23,115,174 $22,190,237
* Denotes known party-in-interest to the Plan.
<FN>
(1) The financial statements of the mutual funds have been filed with
the Securities and Exchange Commission by the Vanguard Group of
Investment Companies, investment companies registered under the
Investment Company Act of 1940.
(2) The audited annual report for the Vanguard Investment Contract
Trust has been filed with the Department of Labor by the Vanguard
Fiduciary Trust Company, the entity's tax identification number is
23-695-3141.
</FN>
<PAGE 15>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan Price Price Rental Transaction Asset
<S> <C> <C> <C> <C> <C> <C>
Purchase Transactions
National Fuel Gas
Company
(53 Transactions) Stock Fund A $2,285,954 $ - $ - $ - $2,285,954
National Fuel Gas
Company
(16 Transactions) Stock Fund B 1,224,525 - - - 1,224,525
Vanguard Group of
Investment Companies Money Market Reserves,
(69 Transactions) Inc. Prime Portfolio 2,755,292 - - - 2,755,292
Vanguard Group of
Investment Companies Index Trust - 500
(46 Transactions) Portfolio 1,750,219 - - - 1,750,219
Vanguard Group of
Investment Companies Investment Contract
(59 Transactions) Trust 934,645 - - - 934,645
<PAGE 16>
<CAPTION>
(h) Current Value
of Asset on (i) Net Gain
Date or (Loss)
<C> <C>
Purchase Transactions
$2,285,954 $ -
1,224,525 -
2,755,292 -
1,750,219 -
934,645 -
<PAGE 17>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(b) Description of
Asset (Include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan Price Price Rental Transaction Asset
<S> <C> <C> <C> <C> <C> <C>
Sale Transactions
National Fuel Gas
Company
(80 Transactions) Stock Fund A $ - $447,319 $ - $ - $410,529
National Fuel Gas
Company
(21 Transactions) Stock Fund B - 124,116 - - 108,860
Vanguard Group of
Investment Companies Money Market Reserves,
(73 Transactions) Inc. Prime Portfolio - 569,974 - - 569,974
Vanguard Group of
Investment Companies Index Trust - 500
(73 Transactions) Portfolio - 446,536 - - 422,846
Vanguard Group of
Investment Companies Investment Contract
(46 Transactions) Trust - 156,117 - - 156,117
<PAGE 18>
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
<C> <C>
Sale Transactions
$447,319 $36,790
124,116 15,256
569,974 -
446,536 23,690
156,117 -
</TABLE>
<PAGE 19>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
(Name of Plan)
By/s/ Joseph P. Pawlowski
Joseph P. Pawlowski,
Treasurer and Principal
Accounting Officer of
National Fuel Gas Company,
Member of the Tax-Deferred
Savings Plan Committee
Date: June 26, 1995
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
(1) Consent of Independent
Accountants
EXHIBIT 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-28037) of the National Fuel Gas Company
Tax-Deferred Savings Plan of our report dated June 9, 1995 appearing on pages
4 and 5 of this Form 11-K.
PRICE WATERHOUSE
Buffalo, New York
June 9, 1995
