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File Number 70-8943
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-1/A
AMENDMENT NO. 1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
NATIONAL FUEL GAS COMPANY
10 Lafayette Square
Buffalo, New York 14203
(Registered Holding Company)
Names and addresses of agents for service:
Philip C. Ackerman, Senior Vice President
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Curtis W. Lee, Esq.
10 Lafayette Square
Buffalo, New York 14203
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PAD\KGS\U-1\SHARES.DOC
File Number 70-8943
The U-1 is restated in its entirety to read as follows:
Introduction
National Fuel Gas Company ("National"), is a public utility holding
company registered under the Public Utility Holding Company Act of 1935 ("Act"),
and is in the business of owning and holding all of the outstanding securities
of nine subsidiary companies which are principally engaged in the natural gas
business, including exploration, production, purchasing, marketing, gathering,
transmission, storage and distribution.
Item 1. PROPOSED TRANSACTIONS
On September 19, 1996, the Board of Directors of National adopted
resolutions, and amended National's by-laws, to provide that outside directors
shall receive a portion of their annual retainer in common stock of National
("Shares Payment Policy"). Accordingly, on a quarterly basis, shares of National
Fuel Gas Company common stock par value $1.00 ("Common Stock") will be issued to
each non-employee director in partial payment of that director's retainer. There
will be a proration of such payments for any quarter during which a non-employee
director has rendered only partial service. The Common Stock thereby issued
shall not be transferable until the later of two years from date of issuance or
six months after the director's cessation of service as a director. Directors of
National who are also employees of National receive no payments for their
services as directors while they are employees, and they will not be affected by
the Shares Payment Policy.
The payment of a portion of the non-employee directors' fees in Common
Stock will result in those directors acquiring a greater proprietary interest in
National, which will be beneficial to the company and its Shareholders since
such directors' compensation will be more closely tied to the performance of
National.
Initially, one hundred shares will be issued to each outside director
on a quarterly basis as partial payment of his/her retainer. The Board will,
from time to time, make such adjustments in the number of shares issuable to
each director under the Shares Payment Policy, as the Board, in its discretion,
deems appropriate in light of then existing circumstances (including, but not
limited to, the then existing market value of the Common Stock).
One hundred thousand shares of Common Stock have been reserved for
issuance pursuant to the Shares Payment Policy. Those shares may be authorized
but unissued shares or treasury shares. The Board may adjust the number of
shares reserved pursuant to the Shares Payment Policy or that may be issued
pursuant thereto, in order to prevent dilution or enlargement in the event of a
stock split, reverse stock split, reorganization or similar event with respect
to which the Board determines that an equitable adjustment is appropriate.
National will seek Shareholder approval of the Shares Payment Policy at
its next annual meeting, which is currently scheduled to be held on February 20,
1997. National requests (i) authority to solicit proxies from its Shareholders
for approval of the Shares Payment Policy at the meeting and (ii) that the
effectiveness of its declaration with respect to the solicitation be permitted
to become effective immediately as provided for in Rule 62(d). The first Common
Stock disbursement under the Shares Payment Policy will be for the quarter
beginning January 1, 1997.
AUTHORIZATIONS SOUGHT
National herein seeks authorization to:
1. solicit proxies with respect to the approval of the Shares Payment
Policy at its next annual meeting of Shareholders which is currently scheduled
for February 20, 1997.
2. implement the Shares Payment Policy; more specifically, to do the
following through December 31, 2001:
a. effective January 1, 1997 to issue up to 100,000 shares of
Common Stock pursuant to the Shares Payment Policy (which shares may be
authorized but unissued shares, treasury shares, or a combination
thereof).
b. adjust the number of shares of Common Stock that may be
issued under the Shares Payment Policy.
In the event the Commission deems periodic reporting to be appropriate
with respect to the authorizations requested above, it is further requested that
National be allowed to file Certificates of Notification within forty-five days
after the end of the quarter during which shares are issued.
Item 2. Fees, Commissions and Expenses
It is estimated that the expenses to be incurred by National in
connection with the Proposed Transactions are as follows:
Fees to the Commission for filing
proxy material under the
Security Exchange Act of 1934 $ 125
Printing and mailing of proxy material $115,000
Expenses associated with the annual
meeting of Shareholders $ 63,000
Fees and expenses of Chemical
Mellon Shareholder Services, Inc.
Transfer Agent and Registrar $ 15,000
Morrow & Co., Inc., proxy solicitation
services $ 5,500
New York Stock Exchange Listing
Application $ 1,500
Legal Fees (New Jersey Counsel) $ 3,000
Miscellaneous out-of-pocket expenses $ 5,000
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$208,125
Item 3. Applicable Statutory Provisions
Sections 6(a) and 7 of the Act are deemed to be applicable to the
proposed issuance of Common Stock. Section 12(e) of the Act and Rules
62(d) and 65 are deemed applicable to the solicitation of proxies for
the annual meeting of Shareholders.
To the extent that the Proposed Transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provision of the rules or regulations other than those specifically
referred to herein, request for such authorization, approval or exemption is
hereby made.
Item 4. Regulatory Approval
No State commission and no other Federal commission has jurisdiction
over the Proposed Transactions.
Item 5. Procedure
Pursuant to the provisions of Rule 62, the Commission is requested to
issue an Order permitting the Declaration to become effective immediately with
respect to the solicitation of proxies for the holders of Common Stock, in order
to allow National sufficient time for the preparation, printing and timely
mailing of proxy solicitation materials for National's upcoming Annual Meeting
of Stockholders. In order to allow National adequate time for the implementation
of the Shares Payment Policy effective January 1, 1997, it is hereby requested
that the Commission issue an order authorizing implementation of the Shares
Payment Policy by December 15, 1996.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to the proposed
transactions. The Office of Public Utility Regulation of the Division of
Investment Management may assist in the preparation of the Commission's
decision. There should be no waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements
The following exhibits are made a part of this statement:
(a) Exhibits
A-1 Certificate of Incorporation of National, as
restated. (Incorporated by reference to Exhibit 10-00,
Form 10-K for fiscal year ended September 30, 1991 in
File No. 1-3880; Exhibit 3.1 to Form 10-K for fiscal
year ended September 30, 1995 in File No. 1-3880;
Exhibit 3.2 to Form 10-K for fiscal year ended
September 30, 1995 in File No. 1-3880; and Exhibit
EX-3(a), Form 10-K for fiscal year ended
September 30, 1992 in File No. 1-3880.)
*A-2 Bylaws of National, as amended through
September 19, 1996.
*A-3 Draft of Notice of Annual Meeting and Proxy Statement
proposed to be used in connection with the annual
meeting of Shareholders
.
*F Opinion of counsel.
H Proposed notice pursuant to Rule 22(f)
(b) Financial Statements
Not applicable
- ------------------------
*To be submitted by Amendment.
Item 7. Information as to Environmental Effects
The proposed transactions involve no major federal action significantly
affecting the human environment. No Federal or state agency has prepared or is
preparing an environmental impact statement.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
NATIONAL FUEL GAS COMPANY
By: /s/Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
Date: November 14, 1996
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Exhibit H
[Suggested Form of Notice of Proposed Transaction]
UNITED STATES OF AMERICA
before the
SECURITIES EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(Rel. No. ____________)
- ------------------------------------
In the Matter of
NATIONAL FUEL GAS COMPANY 10 Lafayette Square Buffalo, New York 14203 ( )
- ------------------------------------
NOTICE OF PROPOSAL TO ISSUE COMMON STOCK
IN PARTIAL PAYMENT OF DIRECTORS' FEES
National Fuel Gas Company ("National"), 10 Lafayette Square,
Buffalo, New York 14203, a registered holding company, has filed a declaration
pursuant to Sections 6(a), 7, and 12(e) of the Public Utility Holding Company
Act of 1935, as amended, and rule 65 promulgated thereunder.
On September 19, 1996, the Board of Directors of National
adopted resolutions, and amended National's by-laws, to provide that outside
directors shall receive a portion of their annual retainer in common stock of
National ("Shares Payment Policy"). Accordingly, on a quarterly basis, shares of
National Fuel Gas Company common stock par value $1.00 ("Common Stock") will be
issued to each non-employee director in partial payment of that director's
retainer. The Common Stock thereby issued shall not be transferable until the
later of two years from date of issuance or six months after the director's
cessation of service as a director.
Initially, one hundred shares will be issued to each outside director
on a quarterly basis as partial payment of his/her retainer. The Board will,
from time to time, make such adjustments in the number of shares issuable to
each director under the Shares Payment Policy, as the Board, in its discretion,
deems appropriate in light of then existing circumstances (including, but not
limited to, the then existing market value of the Common Stock).
One hundred thousand shares of Common Stock have been reserved for
issuance pursuant to the Shares Payment Policy. Those shares may be authorized
but unissued shares or treasury shares. The Board may adjust the number of
shares reserved pursuant to the Shares Payment Policy or that may be issued
pursuant thereto, in order to prevent dilution or enlargement in the event of a
stock split, reverse stock split, reorganization or similar event with respect
to which the Board determines that an equitable adjustment is appropriate.
National will seek Shareholder approval of the Shares Payment
Policy at its next annual meeting, which is currently scheduled to be held on
February 20, 1997. The first Common Stock disbursement under the Shares Payment
Policy will be for the quarter beginning January 1, 1997.
The application-declaration is available for public inspection
through the Commission's Office of Public Reference. Interested persons wishing
to comment or request a hearing should submit their views in writing by
_____________________, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicant-declaration at the
address specified above. Proof of service (by affidavit or, in the case of an
attorney at law, by certificate) should be filed with the request. Any request
for a hearing shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if ordered,
and will receive a copy of any application-declaration, as filed, and as it may
be further amended, may be granted and permitted to become effective.
