As filed with the Securities Exchange Commission on May 4, 1998
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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NEW JERSEY 13-1086010
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10 LAFAYETTE SQUARE
BUFFALO, NEW YORK 14203
(716) 857-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------
PHILIP C. ACKERMAN ROBERT J. REGER, JR., ESQ.
Senior Vice President REID & PRIEST LLP
NATIONAL FUEL GAS COMPANY 40 West 57th Street
10 Lafayette Square New York, New York 10019
Buffalo, New York 14203 (212) 603-2000
(716) 857-7000
(Names, addresses, including zip codes, and telephone
numbers, including area codes, of agents for service)
---------------------
Approximate Date of Commencement of Proposed Sale to the
Public: From time to time after the Registration Statement
becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [x]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of
1933, please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
=========================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE OFFERING REGISTRA-
TO BE REGISTERED REGISTERED PER UNIT* PRICE* TION FEE
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Common Stock,
one dollar 1,000,000
($1.00) par value . . shares+ $44.375 $44,375,000 $13,091+
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Common Stock
Purchase Rights . . . 1,000,000
rights** -- -- --
=========================================================================
*Estimated solely for the purpose of calculating the registration
fee, pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the average of
the high and low prices of the registrant's Common Stock on the
New York Stock Exchange composite tape on April 27, 1998.
**Since no separate consideration is paid for the Common Stock
Purchase Rights ("Rights"), the registration fee for such
securities is included in the fee for the Common Stock. The
value attributable to the Rights, if any, is reflected in the
market price of the Common Stock.
<PAGE>
+The combined Prospectus filed herewith pursuant to Rule 429 also
relates to an additional 16,578 shares of Common Stock, one
dollar ($1.00) par value, registered pursuant to Registration No.
33-51881, which remain unsold and for which a registration fee of
$11,552 has been paid.
Pursuant to Rule 429, the combined Prospectus filed herewith also
relates to Registration No. 33-51881.
===================================================================
<PAGE>
PROSPECTUS
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NATIONAL FUEL GAS COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,016,578 SHARES OF COMMON STOCK
(ONE DOLLAR ($1.00) PAR VALUE)
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of National Fuel Gas Company (the "Company") provides holders of
shares of the Company's Common Stock with a simple and convenient
method of investing dividends on such shares in additional shares
of the Company's Common Stock, one dollar ($1.00) par value (the
"Common Stock"), and making optional cash purchases of additional
shares of Common Stock, in each case without payment of any
brokerage commission or service charge in connection with such
investment. Any holder of record of shares of the Company's
Common Stock is eligible to join the Plan. (See Question 5 under
"Description of the Plan" with respect to Common Stock registered
in "street" or nominee name.) Participants may withdraw from the
Plan at any time.
Investment options offered to participants in the Plan are as
follows:
-- have cash dividends on all shares of Common Stock
registered in their names automatically reinvested in
Common Stock, or
-- continue to receive cash dividends on all shares of
Common Stock registered in their names and purchase
Common Stock by making optional cash payments from time
to time of not less than $25 per payment and not more
than $5,000 per monthly investment period, or
-- both reinvest cash dividends on all shares of Common
Stock registered in their names and make such optional
cash purchases.
The shares of Common Stock purchased under the Plan with
reinvested dividends and optional cash payments will, in the
discretion of the Company, be original issue shares or shares
purchased on the open market by the agent, or a combination of
the foregoing. Optional cash payments will be invested on a
monthly basis and dividends will be reinvested quarterly. The
agent will be ChaseMellon Shareholder Services, L.L.C. or such
other agent as the Company may from time to time designate (the
"Agent").
The price of shares of Common Stock purchased on the open
market with reinvested dividends or optional cash payments will
be the average price of all shares of Common Stock purchased on
the open market by the Agent with respect to a particular
investment period. The purchase price of original issue shares
of Common Stock purchased from the Company with reinvested
dividends or optional cash payments will be the average of the
daily high and low sale prices of the Company's Common Stock on
the New York Stock Exchange on the date the stock is issued.
(See Question 14 under "Description of the Plan" with respect to
the price of the Common Stock purchased under the Plan.)
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends will depend upon
future earnings, the financial condition of the Company and other
factors.
The outstanding shares of Common Stock are, and any original
issue shares sold under the Plan will be, listed on the New York
Stock Exchange.
This prospectus should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR 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.
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The date of this Prospectus is May 4, 1998.
<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 and other information with
the Securities and Exchange Commission ("SEC"). Such reports,
proxy statements and other information filed by the Company with
the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional
Offices of the SEC: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048, and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be
obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, the SEC maintains a World Wide Web Site
(http://www.sec.gov) that contains reports, proxy statements and
other information filed by the Company. 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 10005, on which certain of the Company's
securities are listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with
the SEC are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1997.
(2) The Company's Quarterly Report on Form 10-Q, as amended
by Form 10-Q/A, for the quarter ended December 31, 1997.
(3) The Company's Current Report on Form 8-K dated April
29, 1998.
(4) The Company's Registration Statement on Form 8-A dated
June 14, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the
shares of Common Stock offered by this Prospectus 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 of the Exchange Act
prior to the filing of the Company's most recent Form 10-K with
the SEC shall not be incorporated by reference in this Prospectus
or be a part hereof from and after such filing of such Form 10-K.
Any statement contained 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 any 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, UPON 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 BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED
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<PAGE>
TO ANNA MARIE CELLINO, SECRETARY, NATIONAL FUEL GAS COMPANY, 10
LAFAYETTE SQUARE, BUFFALO, NEW YORK 14203 (TELEPHONE NUMBER (716)
857-7000).
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<PAGE>
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 2
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . . . . . 5
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . 5
Administration . . . . . . . . . . . . . . . . . . . . . . 6
Participation . . . . . . . . . . . . . . . . . . . . . . 6
Reinvestment of Cash Dividends and/or Optional Cash Payments
7
Purchases . . . . . . . . . . . . . . . . . . . . . . . . 9
Reports . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stock Certificates . . . . . . . . . . . . . . . . . . . 10
Withdrawal from the Plan . . . . . . . . . . . . . . . . 10
Sale of Shares . . . . . . . . . . . . . . . . . . . . . 10
Other Information . . . . . . . . . . . . . . . . . . . 10
FEDERAL INCOME TAX INFORMATION . . . . . . . . . . . . . . . 12
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . 13
Dividend Rights . . . . . . . . . . . . . . . . . . . . . 13
Voting Rights and Classification of the Board of Directors 13
Liquidation Rights . . . . . . . . . . . . . . . . . . . . 13
Preemptive Rights . . . . . . . . . . . . . . . . . . . . 13
Common Stock Purchase Rights . . . . . . . . . . . . . . . 14
Business Combinations . . . . . . . . . . . . . . . . . . 14
Listing . . . . . . . . . . . . . . . . . . . . . . . . . 15
Transfer Agent and Registrar . . . . . . . . . . . . . . . 15
LEGAL OPINIONS AND EXPERTS . . . . . . . . . . . . . . . . . 15
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY, NOR IS IT AN OFFER OR SOLICITATION
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE
THE DATE HEREOF.
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<PAGE>
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. Its principal executive
office is located at 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 securities
issued by its subsidiaries: National Fuel Gas Distribution
Corporation, National Fuel Gas Supply Corporation, Seneca
Resources Corporation, Highland Land & Minerals, Inc., Leidy Hub,
Inc., Data-Track Account Services, Inc., National Fuel Resources,
Inc., Horizon Energy Development, Inc., Niagara Energy Trading
Inc., Niagara Independence Marketing Company, Seneca Independence
Pipeline Company, and Utility Constructors, Inc.
The Company and its subsidiaries comprise an integrated
natural gas operation consisting of three major business
segments: the Utility segment, which sells natural gas and
provides natural gas transportation services through a local
distribution system located in western New York and northwestern
Pennsylvania; the Pipeline and Storage segment, which is engaged
in the storage and transportation of natural gas; and the
Exploration and Production segment, which is engaged in the
exploration for, and the development and purchase of, natural gas
and oil reserves in the Gulf Coast of Texas, Louisiana, and
Alabama, in California, in Wyoming, 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 and electricity, the
wholesale trading 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 providing of collection services
for the subsidiaries of the Company, the marketing of timber and
the operating of sawmill and kiln operations.
USE OF PROCEEDS
No proceeds are realized by the Company when purchases of
Common Stock under the Plan are made on the open market. The
Company has not determined the number of original issue shares of
Common Stock, if any, that will be purchased directly from the
Company under the Plan or the amount of proceeds of any such
shares. To the extent that any original issue shares are
purchased directly from the Company, the Company intends to use
the net proceeds from the issuance of such shares to repay
short-term debt and for other general corporate purposes. The
Company has no basis for estimating the number of shares of
Common Stock that the Company will sell through the Plan or the
prices at which such shares will be sold.
DESCRIPTION OF THE PLAN
The following is a question-and-answer statement of the
provisions of the Plan:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of
shares of the Company's Common Stock with a simple and convenient
method of investing cash dividends on such shares and optional
cash payments in shares of the Company's Common Stock without
payment of any brokerage commission or service charge. The
shares of Common Stock purchased may be, in the Company's
discretion, either original issue shares of Common Stock
purchased from the Company or shares of Common Stock purchased on
the open market. When original issue shares of Common Stock are
purchased from the Company, the Company will receive new equity
capital funds available to be used to repay short-term debt and
for general corporate purposes. (See "Use of Proceeds".)
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<PAGE>
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Agent has been designated by the Company to act as the
shareholders' agent and to administer the Plan for participants,
including receiving participants' dividends and optional cash
payments, keeping records, sending statements of account to
participants and performing other duties relating to the Plan.
Shares of Common Stock purchased under the Plan will be
registered in the name of the Agent (or its nominee), as agent
for participants in the Plan. In making purchases for a
participant's account, the Agent may commingle the participant's
reinvested dividends and optional cash payments with those of
other participants in the Plan.
3. WHAT ARE THE COSTS TO PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN OR SALES UPON WITHDRAWAL FROM
THE PLAN?
Participants are not required to pay a commission or charge of
any kind in connection with the purchase of Common Stock. All
such charges will be paid by the Company. If a participant
withdraws from the Plan and requests a sale of shares upon such
withdrawal, the participant will receive the proceeds from the
sale of shares sold at the participant's request, less any
brokerage commissions, any transfer tax and a $15.00 Agent
service fee.
All fractional shares of Common Stock credited to a
participant's account will be sold upon the participant's
withdrawal whether he requests a sale of shares or whether he
elects to receive certificates for shares credited to his
account. Upon the sale of such fractional shares, the
participant will receive a check for the proceeds, minus any
brokerage commission.
The general service fees for administration of the Plan are
paid by the Company.
PARTICIPATION
4. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
Participants in the Plan may:
(a) have cash dividends on all shares of Common Stock
registered in their names automatically reinvested in Common
Stock, or
(b) continue to receive cash dividends on all shares of
Common Stock registered in their names and purchase Common
Stock by making optional cash payments from time to time of
not less than $25 per payment and not more than $5,000 per
monthly investment period, or
(c) both reinvest cash dividends on all shares of Common
Stock registered in their names and make such optional cash
purchases.
The Plan permits fractions of shares, as well as full shares,
to be credited to participants' accounts. In addition, dividends
in respect of such fractions, as well as full shares, will be
reinvested in shares of Common Stock and such shares will be
credited to participants' accounts.
5. WHO IS ELIGIBLE TO PARTICIPATE?
Subject to the following sentence, the Plan is available to
holders of record of shares of Common Stock of the Company. Any
shareholder whose stock is registered in a name other than the
shareholder's own name (for example, in the name of a broker or
bank nominee) may participate by having some or all of the
shareholder's shares registered in the shareholder's own name.
-6-
<PAGE>
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
To participate in the Plan, a shareholder must complete, sign
and return an Authorization Form to the Agent. Authorization
Forms may be obtained at any time upon written request to the
Agent.
Shareholders currently enrolled in the Plan will continue to
participate in the Plan unless they have elected to discontinue
participation by giving written notice to the Agent.
7. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time.
Participation with respect to the reinvestment of dividends on
Common Stock registered in a participant's name will commence
with the first dividend payable following receipt by the Agent of
the signed Authorization Form if such form is received on or
before the record date for that dividend. (The record date for a
dividend is usually about two weeks before the payment date. The
dividend payment dates for the Company's Common Stock have
typically been the fifteenth day of January, April, July and
October.) If an Authorization Form is received by the Agent after
the record date, the dividend will be paid in cash and
participation will be delayed until the following dividend is
declared.
Participation with respect to purchases of Common Stock with
optional cash payments will commence during the first investment
period (as described in the answer to Question 11) beginning
after the Agent receives the signed Authorization Form and a
check or money order for the optional cash payment.
Participation in the Plan is voluntary. A shareholder of
record may join or rejoin at any time. A participating
shareholder is not required to remain enrolled and may
discontinue his participation at any time following the procedure
discussed below in the answer to question 18. Authorization
Forms may be obtained from the Agent upon written request.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change investment options by signing a new
Authorization Form and returning it to the Agent. An
Authorization Form may be obtained from the Agent upon written
request. Any change in options with respect to reinvestment of
dividends must be received by the Agent prior to the record date
for a dividend payment in order to be effective for that
particular dividend.
REINVESTMENT OF CASH DIVIDENDS AND/OR OPTIONAL CASH PAYMENTS
9. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form serves both to initiate participation
in the Plan and to appoint the Agent as the participant's agent
under the Plan. With respect to the reinvestment of dividends,
the Authorization Form directs the Agent to apply the
participant's cash dividends on all shares of Common Stock then
or subsequently registered in the participant's name, as well as
on full and fractional shares of Common Stock credited to the
participant's account under the Plan, to the purchase of
additional shares of Common Stock. The Authorization Form allows
the shareholder to elect to reinvest dividends on all of his
Common Stock in additional shares of Common Stock and/or to make
optional cash payments to purchase additional shares of Common
Stock. A shareholder may elect to continue receiving all cash
dividends paid on his shares while having the option of making
purchases of Common Stock with optional cash payments under the
Plan. If only the Optional Cash Payment box on the Authorization
Form is checked, a participant will continue to receive cash
dividends on all shares registered in the participant's name in
the usual manner, but any optional cash payment received, and
dividends on all full or fractional shares purchased under the
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<PAGE>
Plan and credited to the participant's Plan account, will be
applied to the purchase of shares of Common Stock under the Plan.
If the dividends to be reinvested, or those dividends plus the
cash to be invested pursuant to the optional cash payment
procedure, are not exactly equal to the cost of one or more full
shares, the Agent will credit the participant with a fraction of
a share computed to four decimal places.
10. HOW DOES THE CASH PAYMENT OPTION WORK?
Participants who elect to make optional cash payments in
addition to reinvesting cash dividends on all shares of Common
Stock registered in their names may make their initial optional
cash payment by sending a check or money order to the Agent
either with the completed Authorization Form or at any subsequent
time with a completed cash payment form, which is attached to the
account statement sent to participants after each dividend
reinvestment or optional cash payment for the participant's
account.
Participants who elect to make only optional cash payments and
not to reinvest dividends must make their initial cash payment at
the time the completed Authorization Form is sent to the Agent by
enclosing a check or money order made payable to ChaseMellon
Shareholder Services, L.L.C. with the Authorization Form.
Thereafter, such participants may make optional cash payments at
any time by sending a check or money order to the Agent with a
completed cash payment form, which is attached to the account
statement sent to participants after each dividend reinvestment
or optional cash purchase for the participant's account.
Optional cash payments will be invested on a monthly basis.
The Agent will apply any optional cash payments to the purchase
of shares of Common Stock for the account of such participants
during the next succeeding investment period, as described in the
answer to Question 11.
There is no obligation to make any cash payment. The amount
of each optional cash payment may vary, but each optional cash
payment must be at least $25 and may not exceed $5,000 per
monthly investment period. Optional cash payments of less than
$25 or more than $5,000 per monthly investment period will be
returned to participants. Dividends on shares purchased under
this option will automatically be reinvested in additional shares
of Common Stock.
If the dividends to be reinvested, or those dividends plus the
cash to be invested pursuant to the optional cash payment
procedure, are not exactly equal to the cost of one or more full
shares, the Agent will credit the participant with a fraction of
a share computed to four decimal places. Participants may not
specify the number of shares to be purchased nor may they specify
the price at which shares are to be purchased. The number of
shares to be purchased, and the purchase price, are determined as
set forth in the Plan.
Optional cash payments must be received by the Agent on or
before the fourteenth day of each month in order to be invested
during the investment period for that month. NO INTEREST WILL BE
PAID BY THE COMPANY OR THE AGENT ON OPTIONAL CASH PAYMENTS
PENDING THEIR INVESTMENT IN COMMON STOCK.
11. WHEN WILL PURCHASES OF COMMON STOCK UNDER THE PLAN BE
MADE?
Purchases of Common Stock with reinvested dividends, if any,
and optional cash payments will be made on a monthly basis.
(Dividend payment dates for the Company's Common Stock have
typically been the fifteenth day of January, April, July and
October). If the Common Stock is purchased on the open market,
the investment period will begin on the fifteenth day of each
month (or, if the New York Stock Exchange is not open for trading
on that day, on the next succeeding day on which the New York
Stock Exchange is open for trading), and will continue until all
applicable funds are invested, but in no instance past the
thirteenth day of the following month. If the Common Stock to be
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<PAGE>
purchased consists of original issue shares purchased directly
from the Company, the purchases will be made on the fifteenth day
of each month (or, if the New York Stock Exchange is not open for
trading on that date, purchases will be made on the next
succeeding date on which the New York Stock Exchange is open for
trading). In no event will dividends remain uninvested more than
30 days after the payment date nor will optional cash payments
remain uninvested more than 35 days after receipt by the Agent.
PURCHASES
12. HOW ARE SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN?
The Agent, as plan administrator, uses reinvested dividends
and optional cash payments to acquire shares of Common Stock for
the account of participants. Prior to any reinvestment of
dividends and/or purchase with optional cash payments, the
Company will, in its discretion, direct the Agent to (1) purchase
original issue shares from the Company; or (2) purchase shares in
transactions on the open market; or (3) use a combination of
both.
13. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
Each participant's account will be credited with a number of
shares of Common Stock, including fractions thereof, equal to the
sum of any dividends to be reinvested on his behalf plus any
optional cash payments, divided by the purchase price of a share
of Common Stock. The purchase price of a share of Common Stock
will be calculated as described in the answer to Question 14.
Each fractional share acquired will be computed to four decimal
places.
14. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER
THE PLAN?
The price of shares of Common Stock purchased on the open
market with respect to any investment period will be the average
price (computed to three decimal places) of all such shares of
Common Stock purchased by the Agent, as agent for participants in
the Plan, during such investment period, with the proceeds of any
dividends together with any optional cash payments to be
invested.
The price of any original issue shares of Common Stock
purchased from the Company with respect to any investment period
will be the average of the daily high and low sale prices
(computed to three decimal places) of the Common Stock on the
fifteenth day of the month (or, if the New York Stock Exchange is
closed for trading on that day, on the next succeeding day on
which the New York Stock Exchange is open for trading) based on
consolidated trading of the Common Stock as defined by the
Consolidated Tape Association and reported as part of the
consolidated trading prices of New York Stock Exchange-listed
securities.
In the event that both open market purchases and original
issue purchases from the Company are made with respect to a
single investment period, such combination of shares will be
allocated to each individual participant's account on a pro rata
basis.
REPORTS
15. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
After purchases of Common Stock using dividend reinvestments
or optional cash payments, the Agent will send each participant
for whose account dividends have been reinvested and/or purchases
with optional cash payments have been made a detailed statement
showing all pertinent information with respect to such
participant's account, including total shares held by the Agent
for the account of the participant as of the dividend record
date, dividends received, dividends reinvested, optional cash
payments invested in Common Stock, purchase price per share, any
brokerage fees or other charges attributable to shares purchased
for the participant's account and the aggregate number of shares
purchased.
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STOCK CERTIFICATES
16. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
The Agent will hold the shares of Common Stock purchased for
all participants in the Plan in the name of its nominee, and
stock certificates will not be issued to participants unless
requested by the participant. Such requests must be made to the
Agent in writing after the shares have been purchased. A
separate written request must be made for each issuance of
certificates. No stock certificate for a fractional share will
be issued.
17. MAY COMMON STOCK HELD BY THE AGENT PURSUANT TO THE PLAN
BE PLEDGED?
Shares credited to a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must
request that the certificates be issued in his name.
WITHDRAWAL FROM THE PLAN
18. HOW MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may discontinue participation in the Plan and
terminate his account at any time by notifying the Agent in
writing that he wishes to do so. As soon as practicable
following receipt of notice of termination from the participant,
but in any event, within 30 days of receipt of such notice, the
Agent will send the shareholder certificates for the full shares
in his account. If the participant so requests, the Agent will
sell such shares and send him a check for the proceeds. The
Agent charges a $15.00 service fee in connection with the sale of
shares at the request of a participant. The participant must pay
this service fee, the brokerage commission and any transfer tax,
which amounts will be deducted from the proceeds of the sale and
reflected in the check sent to the participant.
Whether the participant requests the Agent to sell the shares
in his account or whether the participant elects to receive
certificates for the full shares in his account, the
participant's interest in fractional shares will in either case
be paid in cash on the basis of the closing price of the Common
Stock, in consolidated trading as defined by the Consolidated
Tape Association and reported as part of the consolidated trading
prices of New York Stock Exchange-listed securities on the day on
which the fractional share is sold by the Agent, less any
brokerage commission.
SALE OF SHARES
19. WHAT HAPPENS IF A PARTICIPANT SELLS OR TRANSFERS ALL
SHARES REGISTERED IN HIS NAME?
If a participant disposes of all shares registered in his name
on the books of the Company but does not terminate his account
under the Plan, the Agent will continue to reinvest dividends on
the shares held in the participant's account until otherwise
notified.
OTHER INFORMATION
20. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR
DECLARES A STOCK SPLIT?
Any stock dividends or split shares distributed by the Company
on shares held by the Agent for a participant will be credited to
the participant's account.
21. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT A MEETING OF
STOCKHOLDERS?
The Agent will vote any shares of Common Stock that it holds
for a participant's account in the same manner that the
participant votes the shares that are held in his own name.
Therefore, if a participant does not return a valid proxy
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(physically or, if then available, telephonically) or vote his
shares at a meeting of stockholders, the shares of Common Stock
held in his account under the Plan will not be voted.
22. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE
AGENT?
The Company and the Agent, in administering the Plan, will not
be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon his death prior to receipt of notice in writing of
such death, or with respect to the prices at which shares are
purchased or sold for the participant's account or the times when
such purchases or sales are made, or with respect to any
fluctuation in the market value before or after any purchase or
sale of shares or with respect to the selection by the Company of
original issue and/or open market shares of Common Stock.
The participant should recognize that the Company cannot
assure a profit or protect against a loss on the shares purchased
under the Plan.
23. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify (subject to
any required approval from regulatory authorities) or terminate
the Plan at any time. All participants will receive notice of
any such suspension, modification or termination.
24. WHO INTERPRETS AND REGULATES THE PLAN?
The officers of the Company may take such actions to carry out
the Plan as are consistent with the terms and conditions of the
Plan. In addition, the Company reserves the right to interpret
and regulate the Plan as it deems desirable or necessary in
connection with the operation of the Plan.
25. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE SENT?
The Plan is being administered by the Agent as agent for the
participants. All communications about the Plan should be sent
to the Agent at the following address:
ChaseMellon Shareholder Services, L.L.C.
Attn: Shareholder Relations
P.O. Box 3315
South Hackensack, NJ 07606
(800) 313-9450
Reference to National Fuel Gas Company must be made in all
correspondence.
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<PAGE>
FEDERAL INCOME TAX INFORMATION
The following is a summary of federal tax consequences of
participating in the Plan. Since this is only a summary and
since state and local tax laws may vary, a participant should
consult his tax advisor to determine the tax consequences of
participating in the Plan.
A participant whose dividends are reinvested under the Plan in
original issue Common Stock purchased directly from the Company
will be treated as having received a distribution equal to the
fair market value on the dividend payment date of the shares
acquired through such reinvestment. A participant's basis in
original issue shares purchased from the Company with reinvested
dividends will be equal to the fair market value of such shares
on the dividend payment date.
A participant whose dividends are reinvested under the Plan in
shares of Common Stock purchased in the open market will be
treated as having received a distribution equal to the purchase
price of such shares, increased by the amount of brokerage fees
or other charges paid by the Company. A participant's basis in
shares purchased in the open market with reinvested dividends
will be equal to the purchase price of such shares, increased by
the amount of brokerage fees or other charges paid by the
Company.
Generally, a participant for whom shares of Common Stock are
purchased with optional cash payments will not be treated as
having received a distribution with respect to the shares so
purchased, except to the extent of brokerage fees, commissions or
other service charges paid by the Company to obtain the shares.
The tax basis of shares purchased in this manner will be the
amount of the optional cash investment plus the charges paid by
the Company.
All distributions will be treated as dividends and will be
taxable as ordinary income to the extent of the Company's current
or accumulated earnings and profits. To the extent that a
distribution exceeds the Company's current or accumulated
earnings and profits, it is deemed to be a return of capital. A
return of capital reduces a shareholder's basis in his shares,
but not below zero. To the extent a return of capital reduces a
shareholder's basis, no gain is recognized and to the extent a
return of capital exceeds a shareholder's basis it is treated as
a capital gain. A Form 1099 sent to each participant annually
will indicate the total amount of dividends paid to the
participant.
A participant will not realize any taxable income when he
receives certificates for whole shares credited to his account,
either upon request for such certificates or upon withdrawal from
or termination of the Plan.
A participant who receives, upon withdrawal from or
termination of the Plan, a cash adjustment for a fraction of a
share credited to his account will realize a gain or loss with
respect to such fraction. Gain or loss will also be realized by
the participant when whole shares are sold pursuant to the
participant's request when he withdraws from the Plan or when
whole shares are sold or exchanged by the participant himself
after the shares have been withdrawn from the Plan. The amount
of such gain or loss will be the difference between the amount
which the participant receives for his shares or fraction of a
share and his tax basis therefor.
A participant's holding period for shares of Common Stock
acquired through the Plan will begin on the day following the
purchase of such shares.
For other tax consequences of participation in the Plan,
including state and local income taxation, participants should
consult their own tax advisors.
The above Federal Income Tax discussion is based on Federal
income tax law as in effect on the date hereof. Participants
should consult with their tax advisors with respect to the impact
of any future legislation enacted or administrative actions taken
after the date of this Prospectus.
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DESCRIPTION OF COMMON STOCK
The following is a brief summary of certain of the terms and
provisions of the Company's Common Stock. This summary does not
purport to be complete and is qualified in its entirety by
reference to the terms and provisions of the Company's Restated
Certificate of Incorporation, as amended ("Restated Certificate
of Incorporation"), the By-Laws, as amended, and the Rights
Agreement, dated as of June 12, 1996, between the Company and
Marine Midland Bank ("Rights Agreement") which are filed as
exhibits to the Registration Statement and incorporated herein by
reference. Reference is also made to the Company's Indenture
dated October 15, 1974, between the Company and The Bank of New
York (formerly Irving Trust Company), as supplemented.
No shares of Preferred Stock are currently outstanding.
However, the Board of Directors of the Company has the ability to
issue one or more series of Preferred Stock from time to time
with such powers, designations, preferences, rights and
qualifications as the Board of Directors may determine subject to
such powers, designations, preferences, rights and qualifications
as are contained in the Company's Restated Certificate of
Incorporation. The actual effect of the Preferred Stock upon the
rights of the holders of the Company's Common Stock cannot be
stated until the Company's Board of Directors determines the
respective rights of the holders of one or more series of
Preferred Stock. Such effects, however, might include: (a)
restrictions on dividends on the Company's Common Stock if
dividends on the Preferred Stock are in arrears; (b) dilution of
the voting power of the Company's Common Stock; (c) restrictions
on the rights of the holders of the Company's Common Stock to
share in the Company's assets upon liquidation due to
satisfaction of any liquidation preference granted to the
Preferred Stock; and (d) dilution of rights of holders of the
Company's Common Stock to share in the Company's assets upon
liquidation if the Preferred Stock is participating with
respect to distributions upon such liquidation.
DIVIDEND RIGHTS
The holders of Common Stock are entitled to receive such
dividends as are declared by the Board of Directors, out of funds
legally available for the payment of such dividends. The Board
of Directors' ability to declare dividends on Common Stock may
also be limited by the rights and preferences of certain series
of Preferred Stock which may be issued from time to time and by
the terms of instruments defining the rights of holders of
outstanding indebtedness of the Company.
VOTING RIGHTS AND CLASSIFICATION OF THE BOARD OF DIRECTORS
The holders of Common Stock are entitled to one vote per
share. The affirmative vote of the majority of the votes cast by
the holders of the Common Stock is required for the merger or
consolidation of the Company or for the sale of substantially all
of its assets. The Board of Directors is divided into three
classes, each with, as nearly as possible, an equal number of
directors.
LIQUIDATION RIGHTS
Upon any dissolution, liquidation or winding up of the
Company, the holders of Common Stock are entitled to receive pro
rata all of the Company's assets and funds remaining after
payment of or provision for creditors and subject to the rights
and preferences of each series of Preferred Stock.
PREEMPTIVE RIGHTS
Holders of Common Stock and Preferred Stock have no preemptive
right to purchase or subscribe for any shares of capital stock of
the Company.
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COMMON STOCK PURCHASE RIGHTS
The holders of the Common Stock have one right ("Right") for
each of their shares. Each Right, which will initially be
evidenced by the Common Stock certificates representing the
outstanding shares of Common Stock, entitles the holder to
purchase one-half of one share of Common Stock at a purchase
price of $130 per share, being $65 per half share, subject to
adjustment ("Purchase Price").
Until the earliest to occur of (i) ten days following the date
("Shares Acquisition Date") of the public announcement that a
person or affiliated group ("Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of Common
Stock or other voting securities ("Voting Stock") that have 10%
or more of the voting power of the outstanding shares of Voting
Stock or (ii) ten days following the commencement or announcement
of an intention to make a tender offer, or exchange offer, the
consummation of which would result in such person acquiring, or
obtaining the right to acquire, beneficial ownership of Voting
Stock having 10% or more of the voting power of the outstanding
shares of Voting Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any shares of Common Stock outstanding, by the Common
Stock certificates representing those outstanding shares.
Subject to redemption or exchange of the Rights, at any time
following the Distribution Date, each holder of a Right will have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
having a value equal to two times the Purchase Price of the Right
then in effect. However, all Rights that are, or under certain
circumstances were, beneficially owned by any Acquiring Person
will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction, or (ii) 50% or more of
the Company's assets or earning power are sold or transferred,
each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company
having a value equal to two times the Purchase Price of the Right
then in effect.
At any time prior to the end of the business day on the tenth
day following the Shares Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right ("Redemption Price"), payable in cash or stock. This
decision to redeem the Rights shall require, in certain
circumstances, the concurrence of a majority of the independent
directors. At any time after a person becomes an Acquiring
Person, the Board may exchange the Rights (other than Rights
owned by an Acquiring Person, which shall become void), in whole
or in part, at an exchange ratio of one share of Common Stock
and/or other securities, cash or other assets deemed to have the
same value as one share of Common Stock, per Right, subject to
adjustments.
The Rights will expire on July 31, 2006 unless they are
exchanged or redeemed (as described above) earlier than that
date.
Upon exercise of the Rights the Company may require additional
regulatory approvals.
The Rights have anti-takeover effects because they will cause
substantial dilution of the Common Stock if a person attempts to
acquire the Company on terms not approved by the Board of
Directors.
BUSINESS COMBINATIONS
The Company's Restated Certificate of Incorporation provides
that certain conditions must be met before the consummation of
any merger or other "Business Combination" by the Company or any
of its subsidiaries with any stockholder who is directly or
indirectly the beneficial owner of 5% or more of the Company's
outstanding Common Stock ("Substantial Stockholder") or with an
affiliate of any such stockholder ("Affiliate"). The term
Substantial Stockholder does not include the Company, any of its
subsidiaries, or any Trustee holding Common Stock of the Company
for the benefit of the employees of the Company or any of its
subsidiaries pursuant to one or more employee benefit plans or
arrangements. The conditions, which are in addition to those
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otherwise required by law, prescribe the minimum amount per share
that must be paid to holders of Common Stock and the form of
consideration paid, and require that the holders of Common Stock
be furnished certain information about the Business Combination
prior to voting on it. Business Combination, as defined in the
Restated Certificate of Incorporation, generally means any of the
following transactions: a merger, consolidation or share
exchange; a sale, lease, exchange or other disposition of any
assets in exchange for property having a fair market value of
more than $10 million, if determined to be a Business Combination
by certain directors of the Company in accordance with provisions
of the Restated Certificate of Incorporation; the issuance or
transfer of securities in exchange for property having a fair
market value of more than $10 million, if determined to be a
Business Combination by certain directors of the Company in
accordance with provisions of the Restated Certificate of
Incorporation; the adoption of a plan of liquidation or
dissolution of the Company; or any reclassification of
securities, recapitalization or reorganization that has the
effect of increasing the proportionate share of the outstanding
shares of any class of securities of the Company that is owned by
any Substantial Stockholder or by any Affiliate of a Substantial
Stockholder. The approval of at least three-fourths of the
entire Board of Directors or, in the event that the Board of
Directors consists of directors elected by the holders of
Preferred Stock, the approval of a majority of the entire Board,
is required to amend or repeal the classified board or business
combination provisions contained in the Restated Certificate of
Incorporation.
LISTING
The Common Stock is, and will be, listed on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is
ChaseMellon Shareholder Services, L.L.C.
LEGAL OPINIONS AND EXPERTS
The legality of the Common Stock being offered hereby has been
passed upon for the Company by Reid & Priest LLP, 40 West 57th
Street, New York, New York 10019, counsel for the Company, and by
Stryker, Tams & Dill LLP, Two Penn Plaza East, Newark, New Jersey
07105.
The financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended September
30, 1997, and incorporated by reference in this Prospectus 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 Annual Report on Form 10-K for the fiscal year
ended September 30, 1997, 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 that firm and has been included herein in
reliance upon the authority of said firm as an expert.
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=================================================================
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
NATIONAL FUEL GAS
COMPANY
COMMON STOCK
(ONE DOLLAR ($1.00) PAR VALUE)
PROSPECTUS
DATED MAY 4, 1998
=================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution
of the securities being registered are:
S.E.C. Filing Fees . . . . . . . . . . . . . . . . $13,091
New York Stock Exchange Listing Fee . . . . . . . $14,750
Printing and Engraving Expenses* . . . . . . . . . $ 3,100
Accounting Fees and Expenses* . . . . . . . . . . $ 5,000
Transfer Agent and Registrar Fees* . . . . . . . . $ 1,000
Legal Fees and Expenses* . . . . . . . . . . . . . $16,000
Miscellaneous* . . . . . . . . . . . . . . . . . . $ 7,059
-------
Total . . . . . . . . . . . . . . . . . . . $60,000
=======
________________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Company's Restated Certificate of
Incorporation, as amended, provides as follows:
"No director or officer of this corporation shall be
personally liable to the corporation or any of its
shareholders for monetary damages for breach of any duty owed
to the corporation or any of its shareholders, except to the
extent that such exemption from liability is not permitted
under the New Jersey Business Corporation Act, as the same
exists or may hereafter be amended, or under any revision
thereof or successor statute thereto".
Article II, Paragraph 8 of the By-Laws of the Company provides
as follows:
"A. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any pending,
threatened or completed civil, criminal, administrative or
arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such
action, suit or proceeding ("Proceeding") by reason of the
fact that such person is or was a director or officer of the
Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent
of another foreign or domestic corporation, or of any
partnership, joint venture, sole proprietorship, employee
benefit plan, trust or other enterprise, whether or not for
profit, to the fullest extent permitted and in the manner
provided by the laws of the State of New Jersey.
B. Nothing in this paragraph 8 shall restrict or limit the
power of the Corporation to indemnify its employees, agents
and other persons, to advance expenses (including attorneys'
fees) on their behalf and to purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the Corporation in connection with any
Proceeding.
C. The indemnification provided by this paragraph 8 shall
not exclude any other rights to which a person seeking
indemnification may be entitled under the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders or
otherwise. The indemnification provided by this paragraph 8
shall continue as to a person who has ceased to be a director
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or officer, and shall extend to the estate or personal
representative of any deceased director or officer."
Section 14A:3-5 of the New Jersey Statutes Annotated provides:
"INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
(1) As used in this section,
(a) "Corporate agent" means any person who is or was a
director, officer, employee or agent of the indemnifying
corporation or of any constituent corporation absorbed by
the indemnifying corporation in a consolidation or merger
and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise,
serving as such at the request of the indemnifying
corporation, or of any such constituent corporation, or
the legal representative of any such director, officer,
trustee, employee or agent;
(b) "Other enterprise" means any domestic or foreign
corporation, other than the indemnifying corporation, and
any partnership, joint venture, sole proprietorship,
trust, or other enterprise, whether or not for profit,
served by a corporate agent;
(c) "Expenses" means reasonable costs, disbursements
and counsel fees;
(d) "Liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and
penalties;
(e) "Proceeding" means any pending, threatened or
completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and
any inquiry or investigation which could lead to such
action, suit or proceeding; and
(f) References to "other enterprises" include employee
benefit plans; references to "fines" include any excise
taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request
of the indemnifying corporation" include any service as a
corporate agent which imposes duties on, or involves
services by, the corporate agent with respect to an
employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and
in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
corporation" as referred to in this section.
(2) Any corporation organized for any purpose under any
general or special law of this State shall have the power to
indemnify a corporate agent against his expenses and
liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of
the corporation, if
(a) such corporate agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interest of the corporation; and
(b) with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his
conduct was unlawful. The termination of any proceeding
by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent, shall not of itself
create a presumption that such corporate agent did not
meet the applicable standards of conduct set forth in
paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).
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(3) Any corporation organized for any purpose under any
general or special law of this State shall have the power to
indemnify a corporate agent against his expenses in connection
with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate
agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation. However, in such proceeding no indemnification
shall be provided in respect of any claim, issue or matter as
to which such corporate agent shall have been adjudged to be
liable to the corporation, unless and only to the extent that
the Superior Court or the court in which such proceeding was
brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of
the case, such corporate agent is fairly and reasonably
entitled to indemnity for such expenses as the Superior Court
or such other court shall deem proper.
(4) Any corporation organized for any purpose under any
general or special law of this State shall indemnify a
corporate agent against expenses to the extent that such
corporate agent has been successful on the merits or otherwise
in any proceeding referred to in subsections 14A:3-5(2) and
14A:3-5(3) or in defense of any claim, issue or matter
therein.
(5) Any indemnification under subsection 14A:3-5(2) and,
unless ordered by a court, under subsection 14A:3-5(3), may be
made by the corporation only as authorized in a specific case
upon a determination that indemnification is proper in the
circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or
subsection 14A:3-5(3). Unless otherwise provided in the
certificate of incorporation or bylaws, such determination
shall be made
(a) by the board of directors or a committee thereof,
acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved
in the proceeding; or
(b) if such a quorum is not obtainable, or, even if
obtainable and such quorum of the board of directors or
committee by a majority vote of the disinterested
directors so directs, by independent legal counsel, in a
written opinion, such counsel to be designated by the
board of directors; or
(c) by the shareholders if the certificate of
incorporation or bylaws or a resolution of the board of
directors or of the shareholders so directs.
(6) Expenses incurred by a corporate agent in connection
with a proceeding may be paid by the corporation in advance of
the final disposition of the proceeding as authorized by the
board of directors upon receipt of an undertaking by or on
behalf of the corporate agent to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified as provided in this section.
(7) (a) If a corporation upon application of a corporate
agent has failed or refused to provide indemnification as
required under subsection 14A:3-5(4) or permitted under
subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by
the corporation, and such court
(i) may award indemnification to the extent
authorized under subsections 14A:3-5(2) and
14A:3-5(3) and shall award indemnification to
the extent required under subsection
14A:3-5(4), notwithstanding any contrary
determination which may have been made under
subsection 14A:3-5(5); and
(ii) may allow reasonable expenses to the extent
authorized by, and subject to the provisions
of, subsection 14A:3-5(6), if the court shall
find that the corporate agent has by his
pleadings or during the course of the
proceeding raised genuine issues of fact or
law.
(b) Application for such indemnification may be made
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(i) in the civil action in which the expenses were
or are to be incurred or other amounts were or
are to be paid; or
(ii) to the Superior Court in a separate proceeding.
If the application is for indemnification
arising out of a civil action, it shall set
forth reasonable cause for the failure to make
application for such relief in the action or
proceeding in which the expenses were or are to
be incurred or other amounts were or are to be
paid.
The application shall set forth the disposition of any
previous application for indemnification and shall bc made in
such manner and form as may be required by the applicable
rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that
notice shall be given at the expense of the corporation to the
shareholders and such other persons as it may designate in
such manner as it may require.
(8) The indemnification and advancement of expenses
provided by or granted pursuant to the other subsections of
this section shall not exclude any other rights, including the
right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation,
to which a corporate agent may be entitled under a certificate
of incorporation, bylaw, agreement, vote of shareholders, or
otherwise; provided that no indemnification shall be made to
or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that
his acts or omissions (a) were in breach of his duty of
loyalty to the corporation or its shareholders, as defined in
subsection (3) of N.J.S. 14A:2-7, (b) were not in good faith
or involved a knowing violation of law or (c) resulted in
receipt by the corporate agent of an improper personal
benefit.
(9) Any corporation organized for any purpose under any
general or special law of this State shall have the power to
purchase and maintain insurance on behalf of any corporate
agent against any expenses incurred in any proceeding and any
liabilities asserted against him by reason of his being or
having been a corporate agent, whether or not the corporation
would have the power to indemnify him against such expenses
and liabilities under the provisions of this section. The
corporation may purchase such insurance from, or such
insurance may be reinsured in whole or in part by, an insurer
owned by or otherwise affiliated with the corporation, whether
or not such insurer does business with other insureds.
(10) The powers granted by this section may be exercised by
the corporation, notwithstanding the absence of any provision
in its certificate of incorporation or bylaws authorizing the
exercise of such powers.
(11) Except as required by subsection 14A:3-5(4), no
indemnification shall be made or expenses advanced by a
corporation under this section, and none shall be ordered by a
court, if such action would be inconsistent with a provision
of the certificate of incorporation, a bylaw, a resolution of
the board of directors or of the shareholders, an agreement or
other proper corporate action, in effect at the time of the
accrual of the alleged cause of action asserted in the
proceeding, which prohibits, limits or otherwise conditions
the exercise of indemnification powers by the corporation or
the rights of indemnification to which a corporate agent may
be entitled.
(12) This section does not limit a corporation's power to
pay or reimburse expenses incurred by a corporate agent in
connection with the corporate agent's appearance as a witness
in a proceeding at a time when the corporate agent has not
been made a party to the proceeding."
II-4
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3(i) Articles of Incorporation:
* Restated Certificate of Incorporation, dated March
15, 1985 (Exhibit 10-OO, Form 10-K for the fiscal
year ended September 30, 1991 in File No. 1-3880)
* Certificate of Amendment of Restated Certificate of
Incorporation, dated March 9, 1987 (Exhibit 3.1,
Form 10-K for fiscal year ended September 30, 1995
in File No. 1-3880).
* Certificate of Amendment of Restated Certificate of
Incorporation, dated February 22, 1988 (Exhibit 3.2,
Form 10-K for fiscal year ended September 30, 1995
in File No. 1-3880.
* Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit EX-
3(a), Form 10-K for fiscal year ended September 30,
1992 in File No. 1-3880).
* Certificate of Amendment of Restated Certificate of
Incorporation, dated April 2, 1998 (Exhibit 4-5 in
File No. 333-51595).
3(ii) By-Laws:
* By-Laws of the Company, as amended through September
18, 1997 (Exhibit 3(ii), Form 10-K for fiscal year
ended September 30, 1997 in File No. 1-3880).
(4) Instruments Defining the Rights of Security Holders
including Indentures:
* Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving
Trust Company) (Exhibit 2(b) in File No. 2-51796).
* Third Supplemental Indenture dated as of December 1,
1982, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4(a)(4) in
File No. 33-49401).
* Tenth Supplemental Indenture dated as of February 1,
1992, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4(a), Form
8-K dated February 14, 1992 in File No. 1-3880).
* Eleventh Supplemental Indenture dated as of May 1,
1992, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4(b), Form
8-K dated February 14, 1992 in File No. 1-3880).
* Twelfth Supplemental Indenture dated as of June 1,
1992, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4(c), Form
8-K dated June 18, 1992 in File No. 1-3880).
* Thirteenth Supplemental Indenture dated as of March
1, 1993, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4(a)(14) in
File No. 33-49401).
II-5
<PAGE>
* Fourteenth Supplemental Indenture dated as of July
1, 1993, to Indenture dated as of October 15, 1974,
between the Company and The Bank of New York
(formerly Irving Trust Company) (Exhibit 4.1, Form
10-K for fiscal year ended September 30, 1996 in
File No. 1-3880).
* Fifteenth Supplemental Indenture dated as of
September 1, 1996 to Indenture dated as of October
15, 1974 between the Company and The Bank of New
York (formerly Irving Trust Company) (Exhibit 4.1,
Form 10-K for fiscal year ended September 30, 1996
in File No. 1-3880).
* Rights Agreement, dated as of June 12, 1996, between
the Company and Marine Midland Bank, which includes
as Exhibit A thereto the form of a Right Certificate
and as Exhibit B thereto the Summary of Rights to
Purchase Common Stock (filed as Exhibit 99.1 to Form
8-A, dated June 14, 1996, in File No. 1-3880).
5(a)
and 8 Opinion of Reid & Priest LLP, Counsel for the
Company.
5(b) Opinion of Stryker, Tams & Dill LLP, New Jersey
Counsel for the Company.
23(a) Consent of Price Waterhouse LLP.
23(b) The consents of Reid & Priest LLP and Stryker, Tams
& Dill LLP are contained in their opinions filed as
Exhibit 5(a) and 5(b) respectively, to this
Registration Statement.
23(c) Consent of Ralph E. Davis and Associates, Inc.
24 The Power of Attorney is contained on the signature
page of this Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
on the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
II-6
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
II-7
<PAGE>
POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE
APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN
THIS REGISTRATION STATEMENT, AND EACH OF THEM SEVERALLY, AS HIS
ATTORNEY-IN-FACT TO SIGN IN HIS NAME AND ON HIS BEHALF, IN ANY
AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE COMMISSION,
ANY AND ALL AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO
THIS REGISTRATION STATEMENT, AND THE REGISTRANT HEREBY ALSO
APPOINTS EACH SUCH AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH
THE AUTHORITY TO SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME
AND BEHALF.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF BUFFALO, STATE OF NEW YORK, ON THE 4TH DAY OF MAY,
1998.
NATIONAL FUEL GAS COMPANY
By: \s\ B. J. Kennedy
-------------------------------
B. J. Kennedy
(Chairman of the Board,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ B. J. Kennedy Chairman of the Board, May 4, 1998
------------------------- President and Chief
B. J. Kennedy Executive Officer and
(Chairman of the Board, Director
President and
Chief Executive Officer)
/s/ P. C. Ackerman Senior Vice President, May 4, 1998
------------------------- Principal Financial
P. C. Ackerman Officer and Director
(Senior Vice President)
/s/ J. P. Pawlowski Treasurer and Principal May 4, 1998
------------------------- Accounting Officer
J. P. Pawlowski
(Treasurer)
/s/ R. T. Brady Director May 4, 1998
-------------------------
R. T. Brady
II-8
<PAGE>
Signature Title Date
--------- ----- ----
/s/ J. V. Glynn Director May 4, 1998
-------------------------
J. V. Glynn
/s/ W. J. Hill Director May 4, 1998
-------------------------
W. J. Hill
/s/ B. S. Lee Director May 4, 1998
-------------------------
B. S. Lee
/s/ E. T. Mann Director May 4, 1998
-------------------------
E. T. Mann
/s/ G. L. Mazanec Director May 4, 1998
-------------------------
G. L. Mazanec
/s/ G. H. Schofield Director May 4, 1998
-------------------------
G. H. Schofield
II-9
<PAGE>
EXHIBIT INDEX
OF
NATIONAL FUEL GAS COMPANY
EXHIBIT DESCRIPTION
------- -----------
5(a) and 8 Opinion of Reid & Priest LLP
5(b) Opinion of Stryker, Tams & Dill LLP
23(a) Consent of Price Waterhouse LLP
23(b) Consents of Reid & Priest LLP and Stryker, Tams & Dill LLP
are contained in their opinions filed as Exhibits 5(a) and
5(b) respectively.
23(c) Consent of Ralph E. Davis Associates, Inc.
24 Power of Attorney (see page II-8).
II-10
EXHIBIT 5(a) and 8
------------------
REID & PRIEST LLP
40 West 57th Street
New York, New York 10019-4097
(212) 603-2000
New York, New York
May 4, 1998
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to
be filed on or about the date hereof with the Securities and
Exchange Commission ("SEC") by National Fuel Gas Company
("Company") under the Securities Act of 1933, as amended ("Act"),
and pursuant to which the Company intends to register 1,000,000
shares of its common stock, $1.00 par value ("Stock"), and the
1,000,000 common stock purchase rights ("Rights") appurtenant
thereto, for offer and sale in connection with its Dividend
Reinvestment and Stock Purchase Plan ("Plan"), we are of the
opinion that:
1. All action necessary to make the Stock, insofar as it
consists of authorized but unissued Stock, validly issued, fully
paid and non-assessable will have been taken provided that:
a. An SEC order pursuant to the Public Utility Holding
Company Act of 1935, as amended, relating to the
authorized but unissued Stock, shall be and remain
effective;
b. At a meeting or meetings of your Board of Directors
and/or a duly appointed and authorized committee
thereof all necessary actions shall have been taken to
authorize the issuance and sale of the authorized but
unissued Stock in connection with the Plan, including
fixing or otherwise determining the consideration to be
received therefor; and
c. The authorized but unissued Stock shall have been
issued and delivered for the consideration contemplated
in the Registration Statement.
2. The Rights, when issued as contemplated by the
Registration Statement, will be legally issued.
We are further of the opinion that the statements made in
the Registration Statement under the heading "Federal Income Tax
Information" constitute an accurate description, in general
terms, of certain Federal income tax consequences to participants
in the Plan.
We are members of the New York Bar and do not hold ourselves
out as experts on the laws of the State of New Jersey. As to all
matters of New Jersey law, we have relied upon an opinion of even
date herewith of Stryker, Tams & Dill LLP, New Jersey counsel for
the Company, which is being filed as an exhibit to the
Registration Statement.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the use of our name, as
counsel, therein. In giving the foregoing consent, we do not
thereby admit that we belong to the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations promulgated by the SEC thereunder.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
EXHIBIT 5(b)
------------
STRYKER, TAMS & DILL LLP
Two Penn Plaza
Newark, New Jersey 07105
(973) 491-9500
Newark, New Jersey
May 4, 1998
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to
be filed on or about the date hereof with the Securities and
Exchange Commission by National Fuel Gas Company ("Company")
under the Securities Act of 1933, as amended ("Act"), and
pursuant to which the Company intends to register 1,000,000
shares of its common stock, $1.00 par value ("Stock"), and the
1,000,000 common stock purchase rights ("Rights") appurtenant
thereto, for offer and sale in connection with its Dividend
Reinvestment and Stock Purchase Plan ("Plan"), we are of the
opinion that:
1. Your Company is a corporation duly organized and
validly existing under the laws of the State of New Jersey.
2. All action necessary to make the Stock, insofar as it
consists of authorized but unissued Stock, validly issued, fully
paid and non-assessable will have been taken provided that:
a. An SEC order pursuant to the Public Utility Holding
Company Act of 1935, as amended, relating to the
authorized but unissued Stock, shall be and remain
effective;
b. At a meeting or meetings of your Board of Directors
and/or a duly appointed and authorized committee
thereof all necessary actions shall have been taken to
authorize the issuance and sale of the authorized but
unissued Stock in connection with the Plan, including
fixing or otherwise determining the consideration to be
received therefor; and
c. The authorized but unissued Stock shall have been
issued and delivered for the consideration contemplated
in the Registration Statement.
3. The Rights, when issued as contemplated by the
Registration Statement, will be legally issued.
The opinion set forth in paragraph 3 is limited to the valid
issuance of the Rights under the corporation laws of the State of
New Jersey. In this connection, we have not been asked to
express, and accordingly do not express, any opinion herein with
respect to any other aspect of the Rights, the effect of
equitable principles or fiduciary considerations relating to the
adoption of the Rights Agreement or the issuance of the Rights or
the enforceability of any particular provisions of the Rights
Agreement.
We are members of the New Jersey Bar and do not hold
ourselves out as experts on the laws of any other jurisdiction.
As to all matters of New York law, we have relied upon an opinion
of even date herewith of Reid & Priest LLP, New York counsel for
the Company, which is being filed as an exhibit to the
Registration Statement. As to all matters of New Jersey law,
Reid & Priest LLP is hereby authorized to rely on this opinion to
the same extent as if this opinion had been addressed to them.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the use of our name, as
counsel, therein. In giving the foregoing consent, we do not
thereby admit that we belong to the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ Stryker, Tams & Dill LLP
STRYKER, TAMS & DILL LLP
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated October 24, 1997 appearing on page
50 of National Fuel Gas Company's Annual Report on Form 10-K for
the year ended September 30, 1997. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Buffalo, New York
May 4, 1998
EXHIBIT 23(c)
-------------
RALPH E. DAVIS ASSOCIATES, INC.
Consultants-Petroleum and Natural Gas
3555 Timmons Lane - Suite 1105
Houston, Texas 77027
(713) 622-8955
CONSENT OF ENGINEER
-------------------
We hereby consent to the incorporation by reference in
the Prospectus constituting part of this Registration Statement
on Form S-3 of National Fuel Gas Company of our audit report
dated October 9, 1997 and our estimate dated October 1, 1997,
which appear in or are incorporated by reference in the National
Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1997. We also consent to the reference to us under
the heading "Legal Opinions and Experts" in such Prospectus.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Allen C. Barron
-----------------------------------
Allen C. Barron, P.E.
Vice President
Houston, Texas
May 4, 1998
Consultants to the oil and natural gas
industries since the 1920's
