File No. 70-8975
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-1/A
AMENDMENT NO. 2
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DECLARATION
under
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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National Fuel Gas Company
10 Lafayette Square
Buffalo, NY 14203
(Name of company filing this statement
and address of principal executive offices)
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NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
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P.C. Ackerman A.M. Cellino
Senior Vice President Secretary
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 365 Mineral Springs Road
Buffalo, NY 14203 Buffalo, NY 14210
(Names and addresses of agents for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Kyle G. Storie, Esq. Curtis W. Lee, E
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, NY 14203 Buffalo, NY 14203
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Add the following to the end of Item 1. DESCRIPTION OF
PROPOSED TRANSACTIONS.
Fifty percent of National's Consolidated retained earnings is
$222 million as of November 30, 1996. National's Aggregate Investment (as
defined in Rule 53(a)(1)(i)) in EWGs and FUCOs is approximately $15 million,
thereby satisfying Rule 53(a)(1). National and its subsidiaries maintain books
and records to identify investments in and earnings from EWGs and FUCOs in which
they directly or indirectly hold an interest. In addition, the books and records
and the financial statements of the only such entity in which National currently
has an interest are kept in conformity with the requirements of Rule
53(a)(2)(iii)(A) and (B), and National undertakes to provide the SEC access to
such books and records and financial statements that are available to National
upon the request of the SEC. Thus, the Rule 53(a)(2) requirements are satisfied.
No more than 2% of the employees of National's domestic public-utility company
render services, at any one time, directly or indirectly, to the EWGs or FUCOs
in which National directly or indirectly holds an interest, thereby satisfying
Rule 53(a)(3). All of the documents required to be filed under Rule 53(a)(4)
with federal, state and local regulators having jurisdiction over the retail
rates of National's domestic public-utility company have been submitted.
None of the conditions described in Rule 53(b) exist with respect to
National, thereby satisfying Rule 53(b) and making Rule 53(c) inapplicable.
<PAGE>
Item 6. Exhibits and Financial Statements
The following exhibits are included in this amendment.
(A) Exhibits
F-1 Opinion of Stryker, Tams & Dill.
G-1 Notice and Proxy Statement furnished by
National to holders of its common stock with
respect to solicitation of proxies.
(Incorporated by reference to File No.
1-03380, dated December 30, 1996.)
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/P. C. Ackerman
P. C. Ackerman
Senior Vice President
Dated: January 31, 1997
Exhibit F-1
December 16, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
Ladies and Gentlemen:
This opinion relates to the Declaration filed by National Fuel Gas
Company ("National") contemporaneously herewith (the "Declaration") under the
Public Utility Holding Company Act of 1935, as amended.
The Declaration seeks the following authorization:
(i) To adopt and implement the 1997 Award and Option Plan of National
(the "Plan") and, pursuant thereto, to issue up to 1,900,000 shares of Common
Stock, $1.00 par value per share (the "Common Stock"), of National and to make
such other stock-based awards as are provided for therein to employees of
National and its subsidiaries who are eligible to receive awards thereunder; and
(ii) To solicit proxies from the holders of shares of Common Stock of
National in connection with the foregoing.
In this connection, we have examined the Restated Certificate of
Incorporation and By-Laws of National, each as amended, the pertinent Plan
documents in the draft forms furnished to us by National, the description of the
Plan in the 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.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. National 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 Declaration and the order or orders of the Securities and Exchange
Commission thereon, (ii) the Board of Directors of National shall have (a)
approved and adopted the Plan, and (b) authorized the issuance of Common Stock
pursuant to and subject to the terms and conditions of the Plan, (iii) the
holders of the outstanding shares of Common Stock of National shall have
approved the Plan, and (iv) the certificates representing any shares of Common
Stock issued pursuant to the Plan shall have been duly executed, countersigned,
registered and delivered pursuant to the terms and subject to the conditions set
forth in the Plan:
A. All laws of the State of New Jersey that we
consider applicable to the proposed transactions will have been complied with;
B. The shares of Common Stock issued pursuant to and
subject to the terms and conditions of the Plan will be validly issued, fully
paid and non-assessable;
C. Subject to the terms of the Plan, the holders of
shares of Common Stock so issued will be entitled to the rights and privileges
pertaining thereto, as set forth in the Restated Certificate of Incorporation of
National, as amended; and
D. The legal rights of the holders of any securities
issued by National will not have been violated.
The opinion expressed in paragraph 2(B) hereof is subject to the
qualification that if (x) any shares of Restricted Common Stock are awarded to a
participant under the Plan, (y) the restrictions imposed thereon include
requirements of continued employment, and (z) certificates therefor are
delivered to the Plan participant, those shares may not be deemed to be fully
paid and non-assessable until such restrictions shall have expired in accordance
with their terms or as otherwise provided under the Plan.
We have not been requested to and, therefore, express no opinion herein
concerning the applicability of federal or state securities or "blue sky" laws
(including, without limitation, the New Jersey Uniform Securities Law, as
amended) to the issuance of Common Stock pursuant to the terms of the Plan.
We consent to the use of this opinion as an exhibit to the Declaration.
Very truly yours,
/s/Stryker, Tams & DIll
STRYKER, TAMS & DILL
