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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
NATIONAL FUEL GAS COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NATIONAL FUEL GAS COMPANY
10 LAFAYETTE SQUARE
BUFFALO, NEW YORK 14203
February 11, 1998
Dear Stockholder:
A REMINDER
On December 31, 1997, proxy soliciting material was mailed to you relating to
the Annual Meeting of Stockholders to be held on Thursday, February 26, 1998.
According to our records, we have not yet received your proxy for this meeting.
Since the meeting is only a short time away, we urge you to give the proxy
materials your immediate attention. Please call toll free 1-800-840-1208 and
vote by telephone or sign and return your proxy today in the envelope provided.
Thank you for your cooperation.
Very truly yours,
ANNA MARIE CELLINO
Secretary
Enclosures
PLEASE ACT PROMPTLY
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PROXY
NATIONAL FUEL GAS COMPANY
PROXY/VOTING INSTRUCTION CARD SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT
THE ANNUAL MEETING OF STOCKHOLDERS, FEBRUARY 26, 1998
PLACE: MANDALAY BEACH RESORT, OXNARD, CALIFORNIA
The undersigned hereby appoints B.J. Kennedy, P.C. Ackerman, and A.M. Cellino,
and each or any of them, Proxies with full power of substitution and revocation
in each, to vote all the shares of Common Stock held of record by the
undersigned on December 29, 1997, at the Annual Meeting of Stockholders of
National Fuel Gas Company or at any adjournment of the meeting, on each of the
items on the reverse side and in accordance with the directions given there,
and, in their discretion, on all other matters that may properly come before the
Annual Meeting or any adjournment thereof. FAILURE TO WITHHOLD AUTHORITY TO VOTE
FOR THE ELECTION OF ANY NOMINEE FOR DIRECTOR SHALL CONFER ON THE PROXIES
AUTHORITY TO VOTE FOR SUCH NOMINEE'S ELECTION. FAILURE TO VOTE ON ANY OTHER
MATTER SHALL CONFER ON THE PROXIES AUTHORITY TO VOTE WITH RESPECT TO EACH SUCH
MATTER. THIS PROXY MAY BE REVOKED WITH THE SECRETARY OF THE MEETING AS DESCRIBED
ON THE FIRST PAGE OF THE ENCLOSED PROXY STATEMENT.
This card also provides confidential voting instructions for shares held in the
National Fuel Gas Company Employee Stock Ownership Plans, the National Fuel Gas
Company Employees' Thrift Plan, and the National Fuel Gas Company Tax-Deferred
Savings Plans. If you are a participant in any of these plans and have shares of
the Common Stock of the Company allocated to your account under these plans,
please read the following authorization to the Trustees of those plans as to the
voting of such shares.
TRUSTEES' AUTHORIZATION. The undersigned authorizes The Chase Manhattan Bank,
N.A. as Trustee of the National Fuel Gas Company Employee Stock Ownership Plans
and the National Fuel Gas Company Employees' Thrift Plan and/or authorizes
Vanguard Fiduciary Trust Company as Trustee of the National Fuel Gas Company
Tax-Deferred Savings Plans to vote all shares of the Common Stock of the Company
allocated to the undersigned's account under such plan(s) (as shown on the
reverse side) at the Annual Meeting, or at any adjournment thereof, in
accordance with the instructions on the reverse side.
THE TRUSTEE(S) MAY NOT VOTE THE SHARES HELD FOR YOUR ACCOUNT(S) IF YOU DO NOT
PROVIDE VOTING INSTRUCTIONS. EMPLOYEE PARTICIPANTS IN THE PLAN(S) MAY GIVE
VOTING INSTRUCTIONS BY TELEPHONE AS DESCRIBED ON THE REVERSE SIDE OF THIS VOTING
INSTRUCTION CARD. YOUR DIRECTIONS TO VOTE SHARES HELD IN THE PLAN(S) WILL BE
KEPT CONFIDENTIAL. YOU MAY REVOKE YOUR INSTRUCTIONS BY NOTICE TO THE TRUSTEE(S)
AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY STATEMENT.
THIS PROXY/VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF TWO WAYS:
1. Mark, sign and date your proxy/card and return it promptly in the enclosed
envelope.
OR
2. Call toll free 1-800-840-1208 on a Touch Tone telephone and follow the
instructions found on the reverse side.
PLEASE VOTE
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Please mark
your votes as
indicated in
this example. [X]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED FOR ITEMS 1, 2, 3 AND 4.
IF YOU ARE A NATIONAL FUEL GAS COMPANY EMPLOYEE BENEFIT PLAN PARTICIPANT, THIS
VOTING INSTRUCTION CARD INSTRUCTS THE TRUSTEE(S) HOW TO VOTE YOUR SHARES WITHIN
THE BENEFIT PLANS. IF NO INSTRUCTIONS ARE GIVEN, YOUR SHARES MAY NOT BE VOTED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ITEMS 1,2, 3 AND 4.
Item 1 -- Election of the following nominees as Directors:
For three-year terms which expire in 2001 --
01) P.C. Ackerman
02) J.V. Glynn
03) B.S. Lee
WITHHOLD for the following only. Write name(s) below.
FOR
all nominees WITHHOLD
(except as marked for all
to the left) nominees
[ ] [ ]
Item 2 -- Appointment of independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Item 3 -- Approval of Amendment of the Restated Certificate of
Incorporation to increase the amount of authorized Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Item 4 -- Approval of Amendment of the Restated Certificate of Incorporation to
revise the provisions relating to Preferred Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
WILL ATTEND MEETING
***IF YOU WISH TO VOTE BY TELEPHONE,
PLEASE READ THE INSTRUCTIONS BELOW***
(Signature of Stockholder(s))___________________________ Dated: ___, 1998
Please sign your name as it appears on this proxy/voting instruction card and
return the completed card in the enclosed envelope. When signing as an attorney,
executor, administrator, trustee, guardian or other representative, please give
title as such. If signer is a corporation, please sign full corporate name by
duly authorized officer and attach corporate seal. For joint accounts, each
joint owner should sign.
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PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE
HELP US SAVE MONEY -- VOTE BY TELEPHONE
Your telephone vote authorizes the named proxies/trustees to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a Control Number, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals: Press
1 now. If you wish to vote on each proposal separately, press 0 now.
WHEN YOU PRESS 1, YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF
CALL.
OPTION 2: If you choose to vote on each proposal separately, press 0 now and
you will hear these instructions.
Proposal 1: To vote FOR ALL nominees, press 1; To WITHHOLD FOR ALL nominees,
press 9;
TO WITHHOLD FOR AN INDIVIDUAL nominee, press 0.
If you press 0, enter the two digit number that precedes the
nominee(s) for whom you withhold your vote; then press 0.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Proposal 4: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0.
YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF CALL.
Call ** Toll Free ** On a Touch Tone Telephone
1-800-840-1208 -- ANYTIME
There is NO CHARGE to you for this call.
IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY/VOTING
INSTRUCTION CARD.
THANK YOU FOR VOTING.
