File Number 70-8841
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
U-1
AMENDMENT NO. 1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________________________________
Name of company filing this statement and address of principal
executive office:
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
P. C. Ackerman A. M. Cellino
Senior Vice President Secretary
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
It is respectfully requested that the Commission send copies of
all notices, orders and communications to:
Kyle G. Storie
10 Lafayette Square, Suite 1500
Buffalo, New York 14203
1. Add the following language at the end of Item 1:
"The Applicant-Declarant represents that the
requirements of rules 53 and 54 are satisfied
with respect to its investments in exempt
wholesale generators ("EWGs") and foreign
utility companies ("FUCOs"), as defined in
sections 32 and 33 of the Act, respectively.
As a result, pursuant to rule 54, the
Commission shall not consider the effect of
the capitalization or earnings of its EWG and
FUCO subsidiaries on the registered holding
company system in determining whether to
approve the proposed transactions."
2. Delete both references to Rule 46 in Item 3.
3. Exhibit F-1 the Opinion of Stryker, Tams & Dill is
included as part of this amendment.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to the Application-Declaration to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 12, 1996
NATIONAL FUEL GAS COMPANY
By: /s/Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
STRYKER, TAMS & DILL
TWO PENN PLAZA EAST
NEWARK, N.J. 07105
(201) 491-9500
June 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
Application-Declaration on Form U-1
(File No. 70-8841)
Ladies and Gentlemen:
This opinion relates to the Application-Declaration (as so
amended, the "Application-Declaration") heretofore filed by
National Fuel Gas Company (the "Company") under the Public Utility
Holding Company Act of 1935, as amended, seeking authorization to
implement the shareholder rights plan described in the
Application-Declaration (the "Plan") and in the draft form of
Rights Agreement appended thereto as Exhibit A-3 (the "Rights
Agreement"), and, in particular, authorization to:
(i) Distribute to the existing holders of its common
stock, $1.00 par value per share (the "Common Stock"), by way of
dividends, the rights described in the Application-Declaration and
the Rights Agreement (the "Rights");
(ii) Issue the Rights in conjunction with future issuances
of shares of Common Stock during the term of the Plan; and
(iii) Implement the Plan in accordance with the terms and
provisions of the Rights Agreement, including, without limitation,
(a) issuing and selling shares of Common Stock or other Company
securities, or transferring other Company assets, upon the
exercise of, or in exchange for, the Rights, and (b) exercising
the amendment and adjustment rights granted to the Company by the
terms of the Rights Agreement.
In this connection, we have examined the Restated Certificate
of Incorporation and By-laws of the Company, each as amended to
date, the Rights Agreement, the description of the Plan in the
Application-Declaration, and such other documents, certificates
and corporate records and such questions of law as we have deemed
necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation duly organized and validly
existing under the laws of the State of New Jersey.
(2) If (i) the proposed transactions are consummated in
accordance with the Application-Declaration, the order or orders
of the Securities and Exchange Commission thereon, and the Rights
Agreement, (ii) the Common Stock or other Company securities to be
issued in accordance with the terms of the Plan upon the exercise
of, or in exchange for, the Rights are duly registered under the
Securities Act of 1933, as amended, and the registration statement
of the Company with respect thereto is duly filed and becomes
effective, (iii) the Board of Directors of the Company, or a duly
appointed committee thereof, shall have (a) duly fixed a record
date for the dividend distribution of the Rights, (b) duly adopted
the Plan and duly authorized its implementation, and (c) duly
approved the final form of the Rights Agreement and duly
authorized its execution, delivery and performance by the Company,
including, without limitation, the issuance and sale of shares of
Common Stock or other Company securities, or the transfer of
assets, in the circumstances therein provided, (iv) the Rights
Agreement shall have been duly executed and delivered by the
parties thereto, (v) the certificates representing shares of
Common Stock issued pursuant to the terms of the Plan shall have
been duly executed, countersigned, registered and delivered
pursuant to the terms of, and for the consideration prescribed by,
the Plan, and (vi) in exercising the rights of the Company under
the Plan, including, in particular, the redemption rights granted
thereunder, the directors of the Company shall have acted in good
faith and in a manner consistent with their fiduciary duties to
the Company and its shareholders:
(A) All laws of the State of New Jersey that we consider
applicable to the proposed transactions will have been complied
with and the Plan will be legal, valid and within the corporate
powers of the Company under applicable New Jersey law;
(B) The Rights created by, and issued pursuant to, the Plan
will be validly issued under New Jersey law;
(C) The holders of Rights issued pursuant to the Plan will
be entitled to the rights and privileges, and subject to the
conditions and limitations, pertaining thereto, as set forth in
the Rights Agreement;
(D) Any shares of Common Stock issued pursuant to the Plan
will be validly issued, fully paid and nonassessable;
(E) The holders of shares of Common Stock issued pursuant to
the Plan will be entitled to the rights and privileges pertaining
thereto, as set forth in the Restated Certificate of Incorporation
of the Company, as amended; and
(F) The legal rights of the holders of any securities issued
by the Company will not have been violated.
We do not express any opinion herein concerning the
applicability of (i) state securities or "blue sky" laws (other
than the New Jersey Uniform Securities Law, as amended) to the
proposed distribution of Rights under the Plan, or (ii) state
securities or "blue sky" laws (including, without limitation, the
New Jersey Uniform Securities Law, as amended) to the proposed
issuance of shares of Common Stock or other Company securities
upon the exercise of, or in exchange for, the Rights.
In rendering the opinions expressed in paragraph 2, we have
assumed (a) that there are not and, during the terms of the Plan,
will not be any shares of Company preferred stock outstanding, (b)
that if Company securities, other than Common Stock, are issued
upon the exercise of, or in exchange for, the Rights and those
securities represent indebtedness of the Company, such
indebtedness will not be secured by liens on any property or
assets of the Company, and (c) that in connection with any
redemption of the Rights or any transfer of Company assets (other
than Common Stock or other Company securities) upon the exercise
of, or in exchange for, the Rights, such transactions will be in
compliance with the requirements of Section 6.07 of that certain
Indenture, dated as of October 15, 1974, between the Company and
The Bank of New York, as Trustee, as amended and supplemented.
We consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/Stryker, Tams & Dill
STRYKER, TAMS & DILL
