Filed pursuant to Rule 424(b)(5)
Registration Nos. 33-49401 and 333-03803
PROSPECTUS SUPPLEMENT
----------------------
(TO PROSPECTUS DATED SEPTEMBER 30, 1996)
$500,000,000
NATIONAL FUEL GAS COMPANY
MEDIUM-TERM NOTES, SERIES D
DUE FROM NINE MONTHS TO
FORTY YEARS FROM DATE OF ISSUE
---------------
National Fuel Gas Company (Company) may offer from time to
time up to $500,000,000 aggregate principal amount of its
Medium-Term Notes, Series D (Offered Notes). Each Offered Note
will mature from nine months to forty years from the date on
which such Offered Note is issued (Issue Date), as determined by
the Company. The Offered Notes will be issued in registered form
in denominations of $1,000, or any amount in excess thereof that
is an integral multiple of $1,000.
Unless otherwise specified in a supplement (Pricing
Supplement) accompanying this Prospectus Supplement, each Offered
Note will bear interest at a fixed rate per annum (Interest Rate)
determined by the Company at or prior to the sale thereof, and
the Interest Rate of an Offered Note may vary from other Offered
Notes issued by the Company.
Except as specified herein, each Offered Note will be
represented by one or more fully registered securities (each a
Global Security) (representing all Offered Notes having the same
Issue Date with identical terms and provisions) registered in the
name of a nominee of The Depository Trust Company (DTC), or
another depositary (Depositary). Beneficial interests in Global
Securities representing Offered Notes will be shown on, and
transfers thereof will be effected only through, the records
maintained by DTC and its participants on DTC's "book-entry"
system. See "Description of the Offered Notes and the Indenture."
The aggregate principal amount of each issue, the Interest
Rate, the interest payment dates, purchase price, maturity,
redemption terms, if any, and any other terms of the Offered
Notes will be established at the time of issuance and set forth
in the Offered Notes and in a Pricing Supplement accompanying
this Prospectus Supplement.
For further information relating to the Offered Notes, see
"Description of the Offered Notes and the Indenture" in this
Prospectus Supplement and "Description of the New Debt Securities
and the Indenture" in the accompanying Prospectus.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY 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 SUPPLEMENT,
ANY PRICING SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
=====================================================================
AGENTS'
DISCOUNTS
PRICE TO AND COMMISSIONS PROCEEDS TO
PUBLIC(1) (2) COMPANY (2)(3)
---------------------------------------------------------------------
Per Note . . . . 100% .125%-.750% 99.875%-99.250%
---------------------------------------------------------------------
Total . . . . . . $500,000,000 $625,000- $499,375,000-
$3,750,000 $496,250,000
=====================================================================
(1) Unless otherwise set forth in the applicable Pricing
Supplement, the Price to Public will be 100% of the
principal amount.
(2) The Company will pay to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co.
Inc., Chase Securities Inc., Goldman, Sachs & Co., Lehman
Brothers, Lehman Brothers Inc. and PaineWebber Incorporated
(each an Agent) a commission in the form of a discount
depending upon the maturity date of the Offered Notes,
ranging from .125% to .750% of the principal amount of each
Offered Note sold through any such Agent. The Company may
also sell Offered Notes to any Agent as principal at a
discount for resale to one or more investors and other
purchasers at varying prices related to prevailing market
prices at the time of resale, as determined by such Agent
or, if so agreed, at a fixed public offering price. Unless
otherwise specified in the applicable Pricing Supplement,
any Offered Note sold to an Agent as principal shall be
purchased by such Agent at a price equal to 100% of the
principal amount thereof less the percentage equal to the
commission applicable to an agency sale of an Offered Note
of identical maturity and may be resold by such Agent. The
Offered Notes may also be sold by the Company directly to
investors or other purchasers on its own behalf, in which
case no commission will be payable to the Agents. The
Company has agreed to indemnify each Agent against certain
liabilities, including certain liabilities under the
Securities Act of 1933, as amended.
(3) Before deducting expenses payable by the Company estimated
at $750,000, including reimbursement of certain expenses of
the Agents.
----------------
The Offered Notes are being offered on a continuing basis by
the Company through the Agents, each of which has agreed to use
its reasonable best efforts to solicit offers to purchase the
Offered Notes. The Offered Notes will not be listed on any
securities exchange, and there can be no assurance that the
Offered Notes offered by this Prospectus Supplement will be sold
or that there will be a secondary market for the Offered Notes.
The Company, or any Agent if it receives an offer, may reject any
offer to purchase Offered Notes, in whole or in part. See "Plan
of Distribution."
----------------
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
----------------
The date of this Prospectus Supplement is September 30, 1996.
<PAGE>
DESCRIPTION OF THE OFFERED NOTES AND THE INDENTURE
The following description of the particular terms of the
Offered Notes supplements the description of the general terms
and provisions set forth in the accompanying Prospectus under the
heading "Description of the New Debt Securities and the
Indenture," to which description reference is hereby made, and
will apply to the Offered Notes unless otherwise set forth in the
applicable Pricing Supplement. The Offered Notes will be issued
under an Indenture dated as of October 15, 1974, as supplemented
by supplemental indentures thereto, from the Company to The Bank
of New York (formerly Irving Trust Company), as trustee
(Trustee). As used hereinafter, the term "Indenture" shall have
the same meaning as the same term used under the heading
"Description of the New Debt Securities and the Indenture" in the
accompanying Prospectus.
GENERAL. The Offered Notes are limited to an aggregate
principal amount of up to $500,000,000. Except as specified
herein, each Offered Note will be issued under a book-entry
system and not in certificated form. The authorized denominations
of Offered Notes will be $1,000 and any larger amount that is an
integral multiple of $1,000. The Offered Notes will be offered on
a continuing basis and will mature from nine months to forty
years from the Issue Date, as determined by the Company. Interest
rates offered by the Company with respect to the Offered Notes
may differ depending upon, among other things, market conditions
at the time of offer, maturity date of the Offered Notes and the
aggregate principal amount of Offered Notes purchased in any
single transaction. Unless otherwise specified in a Pricing
Supplement, each Offered Note will bear interest at a fixed rate.
The Pricing Supplement relating to each Offered Note will
describe the following terms: (1) the purchase price of such
Offered Note (Issue Price), which may be expressed as a
percentage of the principal amount at which such Offered Note
will be issued; (2) the Issue Date; (3) the date on which the
principal of such Offered Note will be payable (Maturity Date);
(4) the Interest Rate or Rates per annum (which may be either
fixed or variable), and/or the method of determination of such
rate or rates, at which the Offered Notes will bear interest; (5)
the date or dates from which such interest shall accrue (Original
Interest Accrual Date) and the date or dates on which any such
interest shall be payable; (6) the terms for redemption, if any;
and (7) any other terms of such Offered Note not inconsistent
with the terms of the Indenture.
INTEREST AND PAYMENT. Each Offered Note will bear interest
from, unless otherwise set forth in a Pricing Supplement, its
Original Interest Accrual Date or, in the case of an Offered Note
issued on registration of transfer or exchange, from the last day
to which interest has been paid or made available for payment
thereon at the rate per annum stated on the face thereof until
the principal amount thereof is paid or made available for
payment. Interest on each Offered Note will be payable
semiannually on the first day of such months in each year as
shall be specified in the applicable Pricing Supplement (each an
Interest Payment Date) and on the Maturity Date or upon earlier
redemption, to the persons in whose names the Offered Notes are
registered on the close of business on the fifteenth day of the
month preceding such applicable Interest Payment Date (each a
Record Date); provided, however, that the first payment of
interest on any Offered Note with an Issue Date between a Record
Date and an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Record Date to the
registered holder on the close of business on such next Record
Date; provided further, however, that interest payable on the
Maturity Date or upon earlier redemption will be payable to the
person to whom principal shall be payable. Each payment of
interest in respect of an Interest Payment Date shall include
interest from and including the date from which interest shall
accrue, or from and including the last date to which interest has
been paid or made available for payment and to, but excluding,
such Interest Payment Date. Interest on the Offered Notes will be
computed on the basis of a 360-day year of twelve 30-day months.
Principal and interest are payable in The City of New York. If,
with respect to any Offered Note, any Interest Payment Date,
Maturity Date or redemption date is not a Business Day (as
defined below), payment of amounts due on such Offered Note on
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such date may be made on the next succeeding Business Day with
the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed
payment. "Business Day" means any day, other than a Saturday or
Sunday, on which banks in The City of New York are not required
or authorized by law to close.
REDEMPTION TERMS. Reference is made to the applicable
Pricing Supplement for the redemption terms, if any. The Offered
Notes may be redeemable as a whole or in part, at any time or
times, at the option of the Company, on not less than 30 days'
notice nor more than 60 days' notice, upon payment of the
applicable percentage of the principal amount so redeemed
together in any case with interest accrued thereon to the date
fixed for redemption. If at the time of mailing of any notice of
redemption the Trustee shall not have received for the purpose an
amount in cash sufficient to redeem all of the Offered Notes
called for redemption, including accrued interest to such date
fixed for redemption, such notice shall state that it is subject
to the receipt of the redemption monies by the Trustee prior to
the date fixed for redemption, and such notice shall be of no
effect unless such monies are received prior to such date.
BOOK-ENTRY SYSTEM. Except as described below, the Offered
Notes will be issued in whole or in part in the form of one or
more fully registered securities (each a Global Security) that
will be deposited with, or on behalf of, DTC or such other
Depositary as is designated by the Company, and registered in the
name of a nominee of the Depositary.
Upon issuance, all Offered Notes having the same Issue
Price, Issue Date, Maturity Date, Interest Rate, redemption
provisions, if any, and Interest Payment Dates will be
represented by one or more Global Securities. Offered Notes will
not be exchangeable for notes in certificated form and, except
under the circumstances described below, will not otherwise be
issuable in certificated form.
So long as the Depositary for a Global Security, or its
nominee, is the registered owner of such Global Security, such
Depositary or such nominee, as the case may be, will be
considered the sole holder of the Offered Notes represented by
such Global Security for all purposes under the Indenture. Except
as provided below, owners of beneficial interests in a Global
Security will not be entitled to have Offered Notes represented
by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Offered
Notes in certificated form and will not be listed as the owners
or holders thereof on the bond register maintained under the
Indenture.
If the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed, the Company will issue individual notes in
certificated form in exchange for the Global Security or Global
Securities representing the corresponding Offered Notes. In
addition, the Company may at any time and in its sole discretion
determine not to have any Offered Notes represented by one or
more Global Securities and, in such event, will issue individual
notes in certificated form in exchange for the Global Securities
representing the corresponding Offered Notes. Further, an owner
of a beneficial interest in a Global Security representing
Offered Notes may, on terms acceptable to the Company and the
Depositary for such Global Security, receive such Offered Notes
in certificated form. In any such instance, an owner of an
Offered Note represented by a Global Security will be entitled to
physical delivery of individual notes in certificated form equal
in principal amount to such Offered Note and to have such notes
in certificated form registered in its name. Individual notes in
certificated form so issued will be issued as registered Offered
Notes in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof.
The following is based on information furnished by DTC:
1. DTC will act as securities depositary for the
Global Securities. The Global Securities will be issued as
fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Global
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Security certificate will be issued for each issue of
Offered Notes, in the aggregate principal amount of such
issue, and will be deposited with DTC. If, however, the
aggregate principal amount of any issue exceeds
$200,000,000, one certificate will be issued with respect to
each $200,000,000 of principal amount and an additional
certificate will be issued with respect to any remaining
principal amount of such issue.
2. DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as
amended. DTC holds securities that its participants
(Participants) deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. DTC is owned
by a number of its direct participants, including securities
brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations (Direct
Participants), and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either
directly or indirectly (Indirect Participants). The Rules
applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
3. Purchases of Offered Notes under the DTC system
must be made by or through Direct Participants, which will
receive a credit for the Offered Notes on DTC's records. The
ownership interest of each actual purchaser of each Offered
Note (Beneficial Owner) is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership
interests in the Offered Notes are to be accomplished by
entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in
Offered Notes, except as otherwise provided or in the event
that use of the book-entry system for the Offered Notes is
discontinued.
4. To facilitate subsequent transfers, all Offered
Notes deposited by Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co. The
deposit of Offered Notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial
Owners of the Offered Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such
Offered Notes are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their
customers.
5. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to
Indirect Participants and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to
time.
6. Redemption notices shall be sent to Cede & Co. If
less than all of the Offered Notes within an issue are being
redeemed, DTC's practice is to determine by lot the amount
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<PAGE>
of the interest of each Direct Participant in such issue to
be redeemed.
7. Neither DTC nor Cede & Co. will consent or vote
with respect to the Offered Notes. Under its usual
procedures, DTC mails an Omnibus Proxy to the Company as
soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts the Offered Notes are
credited on the record date (identified in a listing
attached to the Omnibus Proxy).
8. Principal, premium, if any, and interest payments
on the Offered Notes will be made to DTC. DTC's practice is
to credit Direct Participants' accounts on the payable date
in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not
receive payment on the payable date. Payments by
Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the
case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the
Agents or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the
responsibility of the Company and the Trustee, disbursement
of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
9. DTC may discontinue providing its services as
Depositary with respect to the Offered Notes at any time by
giving reasonable notice to the Company and the Trustee.
Under such circumstances, in the event that a successor
Depositary is not obtained, Offered Notes in certificated
form are required to be printed and delivered.
10. The Company may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor
securities depositary). In that event, notes in certificated
form will be printed and delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources (including DTC)
that the Company believes to be reliable, but the Company takes
no responsibility for the accuracy thereof.
The Agents are Direct Participants of DTC.
THE COMPANY, THE AGENTS AND THE TRUSTEE WILL NOT HAVE ANY
RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS OR THE PERSONS FOR
WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE ACCURACY OF THE
RECORDS OF DTC, ITS NOMINEE OR ANY OTHER DEPOSITARY OR ANY
PARTICIPANT WITH RESPECT TO ANY OWNERSHIP INTEREST IN THE OFFERED
NOTES, OR PAYMENTS TO, OR THE PROVIDING OF NOTICE FOR,
PARTICIPANTS OR BENEFICIAL OWNERS.
PLAN OF DISTRIBUTION
Under the terms of a Distribution Agreement dated September
30, 1996 (Distribution Agreement), the Offered Notes may be
offered on a continuing basis by the Company through Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Bear, Stearns & Co. Inc., Chase Securities Inc., Goldman, Sachs &
Co., Lehman Brothers, Lehman Brothers Inc. and PaineWebber
Incorporated, each of which has agreed to use its reasonable best
efforts to solicit offers to purchase the Offered Notes. The
Company will pay each Agent a commission, in the form of a
discount, ranging from .125% to .750%, depending upon the
Maturity Date of each Offered Note, of the principal amount of
the Offered Notes sold through such Agent on an agency basis. The
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<PAGE>
Company may also sell Offered Notes to an Agent acting as
principal. Unless otherwise indicated in the applicable Pricing
Supplement, any Offered Note sold to an Agent as principal will
be purchased by such Agent at a price equal to 100% of the
principal amount thereof less a percentage equal to the
commission applicable to an agency sale of an Offered Note of
identical maturity. Any such Offered Note may be resold by such
Agent to one or more investors or other purchasers, including
other dealers, from time to time in one or more transactions,
including negotiated transactions, at varying prices related to
prevailing market prices at the time of resale or, if so agreed,
at a fixed public offering price. Unless otherwise indicated in
the applicable Pricing Supplement, if any Offered Note is resold
by an Agent to any dealer at a discount, such discount will not
be in excess of the discount received by such Agent from the
Company. After the initial public offering of any Offered Notes
to be resold by an Agent to investors and other purchasers, the
public offering price (in the case of Offered Notes to be resold
at a fixed public offering price), concession and discount may be
changed. The Company has agreed to reimburse the Agents for
certain of the Agents' expenses in connection with the offering
of the Offered Notes. The Company may also sell Offered Notes
directly to investors and other purchasers on its own behalf at a
price to be agreed upon at the time of sale or to or through such
other agents as the Company shall designate from time to time,
provided that such Offered Notes are sold on terms, including
without limitation any commissions payable with respect thereto,
substantially similar to those contained in the Distribution
Agreement. In the case of sales made directly by the Company, no
commission or discount will be paid or allowed to the Agents.
The Company will have the sole right to accept offers to
purchase Offered Notes and may reject any offer in whole or in
part. Each Agent will have the right, in its discretion
reasonably exercised, to reject any offer to purchase Offered
Notes received by it, in whole or in part. Payment of the
purchase price of the Offered Notes will be required to be made
in immediately available funds in The City of New York on the
date of settlement. Unless otherwise set forth in the applicable
Pricing Supplement, the Offered Notes will be issued at 100% of
the principal amount thereof.
Each Agent may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (Securities
Act). The Company has agreed to indemnify each Agent against
certain liabilities, including certain liabilities under the
Securities Act.
There is currently no trading market for the Offered Notes.
Although they are under no obligation to do so, the Agents may
act as market-makers for the Offered Notes in the secondary
trading market. No assurance can be given as to the liquidity of
a trading market for the Offered Notes.
The Agents and certain of their affiliates engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.
S-6
<PAGE>
PROSPECTUS
----------
$500,000,000
National Fuel Gas Company
DEBT SECURITIES
----------------
National Fuel Gas Company (Company) intends to offer from
time to time debt securities consisting of one or more series of
its Debentures and/or its Medium-Term Notes (New Debt Securities)
aggregating up to $500,000,000 in principal amount, in each case
on terms to be determined when the agreement to sell is made.
For each issue of the New Debt Securities for which this
Prospectus is being delivered (Offered Debt Securities), there
will be an accompanying Prospectus Supplement (Prospectus
Supplement) that will set forth the aggregate principal amount of
New Debt Securities to be sold, the purchase price or prices,
maturity or maturities, rate or rates and/or the method of
determination of such rate or rates and times of payment of
interest and any redemption terms or other specific terms of the
New Debt Securities.
The New Debt Securities may be sold directly by the Company
or through agents designated from time to time or through
underwriters or dealers. Offers to purchase New Debt Securities
may be solicited, on a best efforts basis, from time to time by
agents on behalf of the Company. The names of any agents of the
Company or any dealers or underwriters involved in the sale of
the New Debt Securities in respect of which this Prospectus is
being delivered, any applicable commissions or discounts and the
proceeds to the Company with respect to such New Debt Securities
will be set forth in the Prospectus Supplements. See "Plan of
Distribution" for possible indemnification or contribution
arrangements for agents, underwriters and dealers.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY 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 September 30, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (Exchange Act),
and, in accordance therewith, files reports, proxy statements,
and other information with the Securities and Exchange Commission
(Commission). Such reports, proxy statements and other
information filed by the Company with the Commission may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C., and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center,
13th Floor, New York, New York; and Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois. The
Commission also maintains a Web site (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding the Company. Copies of such material can
also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549 at prescribed rates. Such reports, proxy statements
and other information can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New
York, on which certain of the Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended September
30, 1995, as amended by Amendment No. 1 on Form 10-K/A dated
February 16, 1996.
2. Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996.
3. Current Report on Form 8-K dated June 13, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of the New Debt Securities shall
be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents;
provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act prior to the filing of the Company's most
recent Annual Report on Form 10-K with the Commission shall not
be incorporated by reference in this Prospectus or be a part
hereof from and after such filing of such Annual Report on Form
10-K.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in the Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be
directed to: Curtis W. Lee, Esq., General Manager Finance,
National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York
14203, telephone (716) 857-7812. The information relating to the
Company contained in this Prospectus or the Prospectus Supplement
does not purport to be comprehensive and should be read together
with the information contained in any or all documents which have
been or may be incorporated in this Prospectus by reference.
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<PAGE>
No person has been authorized to give any information or to
make any representation not contained in this Prospectus or the
Prospectus Supplement, and, if given or made, such information or
representation must not be relied upon as having been authorized.
Neither this Prospectus nor the Prospectus Supplement constitutes
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus or the Prospectus
Supplement nor any sale made hereunder shall, under any
circumstances, create any implication that the information
contained herein or therein is correct as of any time subsequent
to the date of such information.
THE COMPANY
The Company, a registered holding company under the Public
Utility Holding Company Act of 1935, as amended, was organized
under the laws of New Jersey in 1902. The mailing address of the
Company is 10 Lafayette Square, Buffalo, New York 14203 and its
telephone number is (716) 857-7000. The Company is engaged in
the business of owning and holding all of the securities of
National Fuel Gas Distribution Corporation, National Fuel Gas
Supply Corporation, Seneca Resources Corporation, Leidy Hub,
Inc., Highland Land & Minerals, Inc., Data-Track Account
Services, Inc., Horizon Energy Development, Inc., National Fuel
Resources, Inc. and Utility Constructors, Inc.
The Company and its subsidiaries comprise an integrated
natural gas operation consisting of three major business
segments: Utility Operation, which sells natural gas and
provides natural gas transportation services through a local
distribution system located in western New York and northwestern
Pennsylvania; Pipeline and Storage, which is engaged in the
storage and transportation of natural gas; and Exploration and
Production, which is engaged in the exploration for, and purchase
of, natural gas and oil reserves in the Gulf Coast of Texas and
Louisiana, in California and in the Appalachian region of the
United States. In addition to these three major business
segments, the Company and its subsidiaries also engage in the
marketing and brokering of natural gas, the performance of energy
management services for utilities and end-users, the providing of
various natural gas hub services, the investment in foreign and
domestic energy projects, the marketing of timber and the
operating of a sawmill and kiln operations.
USE OF PROCEEDS
Except as may otherwise be set forth in the Prospectus
Supplement, the proceeds from the sale of the New Debt Securities
may be used to reduce short-term indebtedness, to redeem or
discharge higher cost indebtedness, to finance a portion of the
System's construction or other capital expenditures, for
investment in various project activities, including the
acquisition of or investment in exempt wholesale generators and
foreign utility companies, and for other general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years
ended September 30, 1991-1995 and for the twelve months ended
June 30, 1996 were 2.05, 2.46, 3.05, 3.52, 3.06 and 3.51,
respectively.
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DESCRIPTION OF THE NEW DEBT SECURITIES AND THE INDENTURE
The New Debt Securities will be issued under an indenture
dated as of October 15, 1974, as supplemented by supplemental
indentures thereto (Indenture), between the Company and The Bank
of New York (formerly Irving Trust Company), as Trustee
(Trustee).
Reference is made to the Prospectus Supplement for the
following terms (among others) of the Offered Debt Securities:
(i) the designation, series and aggregate principal amount of the
Offered Debt Securities; (ii) the percentage or percentages of
the principal amount at which the Offered Debt Securities will be
issued; (iii) the date or dates on which the Offered Debt
Securities will mature; (iv) the rate or rates (which may be
either fixed or variable), and/or the method of determination of
such rate or rates, per annum at which the Offered Debt
Securities will bear interest; (v) the times at which such
interest will be payable; (vi) the denominations in which the
Offered Debt Securities are authorized to be issued; and (vii)
redemption terms or other specific terms of the Offered Debt
Securities.
Principal of, and premium, if any, and interest on, the
Offered Debt Securities will be payable in New York City at the
office or agency of the Company, which will initially be the
principal office of the Trustee.
The Indenture permits the issue thereunder of one or more
additional series of debentures, subject to compliance with the
requirements and limitations set forth in the Indenture and any
indenture supplemental thereto. The term "Debentures" used under
this section entitled "Description of the New Debt Securities and
the Indenture" refers to all series of Debentures and/or Medium-
Term Notes issued or issuable under the Indenture.
The following statements are only an outline of the
Indenture and are in all respects subject to the provisions of
the Indenture. The particular provisions of the Indenture
referred to below are incorporated herein by reference, and this
description is qualified in its entirety thereby.
NEGATIVE PLEDGE COVENANT. The Debentures are not secured by
any lien, but the Indenture provides that, so long as any of the
Debentures are outstanding, the Company will not subject any
property to any lien to secure any indebtedness without
simultaneously securing the Debentures equally and ratably,
except that such restrictions shall not apply to (a) liens which
do not exceed 60% of the purchase price of property acquired by
the Company, which liens may be either (i) incurred by the
Company pursuant to its acquisition of such property or (ii)
previously existing on the property at the time of its
acquisition by the Company, and, in either case, which shall
include all extensions, renewals or refundings of such liens, or
(b) the pledge of assets as security for contested tax
assessments, as security for deposits with public bodies to
entitle the Company to maintain self-insurance or to transact its
business, or as security for a stay or discharge in the course of
legal proceedings. (Indenture, Sec. 6.03.)
RESTRICTION ON DISTRIBUTIONS. The Company covenants that,
so long as any of the Debentures are outstanding, it will not pay
any dividend or make any other distribution upon its capital
stock or purchase any of its capital stock if the aggregate
amount of all such dividends, distributions, and purchases
subsequent to December 31, 1967 would exceed the consolidated net
income of the Company and its subsidiaries available for
dividends, determined as provided in the Indenture, since such
date, plus $10,000,000, plus such additional amount as shall be
authorized or approved, upon application by the Company, by the
Commission, except that stock dividends and the acquisition of
capital stock in exchange for or out of the proceeds of the issue
of other capital stock are not restricted. (Indenture, Sec.
6.07.) Under these provisions as of June 30, 1996, $365,055,000
was available to pay dividends on capital stock.
RESTRICTIONS WITH RESPECT TO STOCK OF SUBSIDIARIES. The
Indenture defines a subsidiary as a corporation a majority of
whose voting stock is owned by the Company directly or through
other subsidiaries, and a restricted subsidiary as a corporation
all of whose common stock and at least 75% of whose voting stock
is owned by the Company directly or through other restricted
subsidiaries. (Indenture, Secs. 1.18 and 1.20.)
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<PAGE>
The Company covenants that, so long as any of the Debentures
are outstanding, it will not itself sell or permit a restricted
subsidiary to sell, other than to the Company or another
restricted subsidiary, any common shares or voting shares of a
restricted subsidiary, unless (i) all of the common shares and
voting shares of such restricted subsidiary are sold, or (ii) the
corporation whose shares are being sold will remain a restricted
subsidiary after such sale, or (iii) after giving effect to such
issue or sale, the total book value of securities other than
United States Government securities and other than securities of
the Company and its restricted subsidiaries, owned by the Company
and its restricted subsidiaries, does not exceed 25% of the
consolidated assets of the Company and its subsidiaries. The
Company also covenants that it will not permit a subsidiary to
issue or sell any voting shares unless, after giving effect
thereto, such subsidiary shall remain a subsidiary. (Indenture,
Sec. 6.04.)
RESTRICTIONS WITH RESPECT TO FUNDED DEBT AND SUBSIDIARY
PREFERRED STOCK. The Indenture, as amended, contains provisions
designed to prohibit any increase in the amount of funded debt of
the Company and its subsidiaries, and its subsidiary preferred
stock, in each case outstanding other than in the hands of the
Company or its subsidiaries, unless after giving effect to such
increase (a) the sum of the funded debt of the Company and its
subsidiaries, and of the subsidiary preferred stock, so
outstanding, shall not exceed 60% of the consolidated assets of
the Company and its subsidiaries, and (b) income available for
interest and subsidiary preferred stock dividends (which includes
operating revenues subject to refund at a future date) of the
Company and its subsidiaries for any 12 consecutive months within
the preceding 15 months has been at least two times the sum of
the annual interest charges and dividend requirements on the
consolidated debt of the Company and its subsidiaries and
subsidiary preferred stock (at June 30, 1996 this coverage ratio
was 5.00) (Indenture, Sec. 6.05, Third Supplemental, Sec. 7 and
Sec. 8.); in addition, in the case of subsidiary funded debt or
preferred stock, after giving effect to the transaction, the
amount of funded debt and preferred stock of such subsidiary
outstanding other than in the hands of the Company and its
subsidiaries shall not exceed 60% of the total capitalization of
such subsidiary, and the amount of funded debt and preferred
stock of all subsidiaries so outstanding shall not exceed 15% of
the consolidated assets of the Company and its subsidiaries.
(Indenture, Sec. 6.06.) There is no restriction on incurrence or
sale of additional funded debt which (i) is acquired by the
Company or a subsidiary, (ii) subordinate to the Debentures as to
payment of principal and interest on default or (iii) issued to
refund other funded debt. (Indenture, Sec. 6.05.) The terms
"consolidated debt", "funded debt" (generally indebtedness
maturing more than one year from the date incurred) and
"consolidated assets" are defined in the Indenture. (Indenture,
Secs. 1.03, 1.08, and 1.04.) Provisions are contained in the
Indenture requiring certain minimum depreciation and depletion
charges. (Indenture, Sec. 1.10, Thirteenth Supplemental, Sec.
1.)
MERGER, CONSOLIDATION, ETC. The Indenture , as amended,
permits the Company to merge or consolidate with or transfer all
or substantially all its assets to another corporation which
assumes the obligations of the Company under the Debentures and
the Indenture. (Indenture, Article XIII, Thirteenth
Supplemental, Sec. 2.)
MODIFICATION OF INDENTURE. The rights and obligations of
the Company and of the holders of the Debentures are subject to
modification at the request of the Company by supplemental
indenture with the consent in writing of the holders of at least
66 2/3% in principal amount of outstanding Debentures, but if
less than all series are directly affected by such modification,
then only holders of at least 66 2/3% in principal amount of
Debentures of all series directly affected shall be required to
consent thereto, provided that no such modification shall extend
the maturity of or reduce the principal of or the rate of
interest or redemption premium on or otherwise modify the terms
of payment of the principal of or interest or redemption premium
on any Debenture or reduce the percentage of Debentures required
to consent to any such modification without the express consent
of the holders thereof. (Indenture, Articles VIII and XIV.)
REDEMPTION. Reference is made to the Prospectus Supplement
for the redemption terms of the Offered Debt Securities.
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<PAGE>
DEFAULTS AND ACTION BY TRUSTEE. Defaults are defined as
being: default in payment of principal; default for 60 days in
payment of interest or of installments of funds for retirement of
Debentures; certain defaults with respect to other agreements to
which the Company is a party; certain events in bankruptcy,
insolvency or reorganization; and default for 90 days after
notice with respect to other covenants in the Indenture.
(Indenture, Sec. 7.01.) The Trustee may withhold notice of
default (except in payment of principal, interest or funds for
retirement of Debentures) if it determines it is in the interests
of the holders of the Debentures. (Indenture, Sec. 7.11.)
Upon the occurrence of a default, the Trustee or holders of
25% of the Debentures may accelerate the maturity of the
Debentures, but holders of 66 2/3% of the Debentures may, in any
such case, annul such declaration and destroy its effect if such
default has been cured. (Indenture, Sec. 7.02.)
The Trustee has no obligation to advance its own funds or
otherwise incur personal liability if there is reasonable ground
for believing that repayment is not reasonably assured.
(Indenture, Sec. 10.04.)
Holders of a majority in principal amount of the Debentures
have the right to direct the time, method, and place of
conducting all proceedings for any remedy available to the
Trustee. (Indenture, Sec. 7.07.)
No holder may institute any suit, action or proceeding for
the execution of any trust under the Indenture, or for the
appointment of a receiver, or any other remedy under the
Indenture, unless (1) such holder shall have given the Trustee
written notice of a default, (2) the holders of 25% of the
Debentures have requested the Trustee in writing to act and have
offered the Trustee reasonable opportunity to act and the Trustee
shall have declined or failed to act, and (3) in the event that
the Trustee is entitled under the Indenture to security and
indemnity against the costs, expenses, and liabilities to be
incurred, they shall have offered such security and indemnity to
the Trustee. The foregoing is not to impair the right of a
holder of any Debenture to enforce payment of the principal of
and interest on such Debenture on the respective due dates.
(Indenture, Sec. 7.08 and 10.04.)
The Company is required to furnish the Trustee an annual
certificate as to the absence of default and compliance with the
terms of the Indenture. (Indenture, Sec. 6.13.)
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Company's most recent Annual Report on Form 10-K
have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The information incorporated in this Prospectus by reference
to the Company's most recent Annual Report on Form 10-K relating
to the oil and gas reserves of Seneca Resources Corporation,
which has been specifically attributed to Ralph E. Davis
Associates, Inc., has been reviewed and verified by said firm and
has been included herein in reliance upon the authority of said
firm as an expert.
LEGALITY
The legality of the New Debt Securities will be passed upon
for the Company by Reid & Priest LLP, 40 West 57th Street, New
York, N.Y. 10019, and for the underwriters, dealers and/or agents
by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza,
New York, N.Y. 10004. However, all matters of New Jersey law,
including the incorporation of the Company, will be passed upon
only by Stryker, Tams & Dill, Two Penn Plaza East, Newark, N.J.
07105.
6
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the New Debt Securities in one or more
series in any of three ways: (i) through underwriters or
dealers; (ii) directly to a limited number of purchasers or to a
single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to Offered Debt Securities will set forth
the terms of the offering of such Offered Debt Securities,
including the name or names of any underwriters, dealers or
agents, the purchase price of such Offered Debt Securities and
the proceeds to the Company from such sale, any underwriting
discounts, agents' commissions and other items constituting
underwriting compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, the New Debt
Securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at the initial
public offering price or at varying prices determined at the time
of the sale. The New Debt Securities may be offered to the
public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more managing
underwriters. The underwriter or underwriters with respect to
Offered Debt Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will
be set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in such Prospectus Supplement, the
obligations of the underwriters to purchase such Offered Debt
Securities will be subject to certain conditions precedent, and
the underwriters will be obligated to purchase all such Offered
Debt Securities if any are purchased.
Offered Debt Securities may be sold directly by the Company
or through agents designated by the Company from time to time.
The Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Offered Debt Securities in
respect of which such Prospectus Supplement is delivered as well
as any commissions payable by the Company to such agent. Unless
otherwise indicated in such Prospectus Supplement, any such agent
will be acting on a reasonable best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement with respect to
Offered Debt Securities, the Company will authorize agents,
underwriters or dealers to solicit offers by certain specified
institutions to purchase such Offered Debt Securities from the
Company at the initial public offering price set forth in such
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in such Prospectus Supplement, and such Prospectus
Supplement will set forth the commission payable for solicitation
of such contracts.
Agents, underwriters and dealers may be entitled under
agreements entered into with the Company to indemnification by
the Company against certain civil liabilities, including certain
liabilities under the Securities Act of 1933, as amended, or to
contribution by the Company with respect to payments which such
agents, underwriters and dealers may be required to make in
respect thereof.
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS, OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT
(INCLUDING ANY ACCOMPANYING PRICING SUPPLEMENT)
AND THE PROSPECTUS, IN CONNECTION WITH THE
OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR BY ANY OF THE AGENTS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT (INCLUDING
ANY ACCOMPANYING PRICING SUPPLEMENT) AND THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE AS OF WHICH
INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT
(INCLUDING ANY ACCOMPANYING PRICING SUPPLEMENT) AND THE
PROSPECTUS. THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY
ACCOMPANYING PRICING SUPPLEMENT) AND THE PROSPECTUS DO
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
_______________
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
-----
Description of the Offered Notes and the
Indenture . . . . . . . . . . . . . . . . . . S-2
Plan of Distribution . . . . . . . . . . . . . S-5
PROSPECTUS
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . 3
Ratio of Earnings to Fixed Charges .. . . . . . . 3
Description of the New Debt Securities
and the Indenture . . . . . . . . .. . . . . . . . 4
Experts . . . . . . . . . . . . . . .. . . . . . . . 6
Legality . . . . . . . . . . . . . .. . . . . . . . 6
Plan of Distribution . . . . . . . .. . . . . . . . 7
=======================================================
=======================================================
$500,000,000
NATIONAL FUEL GAS
COMPANY
MEDIUM-TERM NOTES,
SERIES D
DUE FROM NINE MONTHS TO
FORTY YEARS FROM DATE OF ISSUE
_________________
PROSPECTUS SUPPLEMENT
_________________
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
September 30, 1996
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