AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 20, 1999
REGISTRATION STATEMENT NO. 333-___
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
NATIONAL FUEL GAS COMPANY
(Exact name of Registrant as specified in its charter)
_________________________________
New Jersey 13-1086010
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
10 Lafayette Square
Buffalo, New York 14203
(716) 857-7786
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
______________________________
PHILIP C. ACKERMAN
President
JAMES R. PETERSON
Assistant Secretary
NATIONAL FUEL GAS COMPANY
10 Lafayette Square
Buffalo, New York 14203
(716) 857-7702
(Name, address, including zip code, and telephone number, including area
code, of agents for service)
____________________________
It is respectfully requested that the Commission send copies of all orders,
notices and communications to:
PAUL K. WUSTRACK, JR., Esq.
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
3400 HSBC Center
Buffalo, New York 14203
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this 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: [ ]
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: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, 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
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit (3) price (3) fee (4)
_____________ __________ _________ __________ ____________
Common Stock,
$1.00
par value 1,000,000 shares (1) 46.50 $46,500,000 $12,927
Common Stock
Purchase
Rights 1,000,000 rights (2) _ _ _
(1) Plus such additional number of shares as may be required in the event
of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event.
(2) 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.
(3) This estimate is based on the average of the high and low sales prices
on the New York Stock Exchange of the Common Stock of National Fuel
Gas Company on August 17, 1999, pursuant to Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), and is made
solely for the purposes of determining the registration fee.
(4) This registration statement, pursuant to Rule 429, relates to 882,673
shares of Common Stock previously registered, for which $11,555 in
registration fees have been previously paid in connection with such
registration.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===========================================================================
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
herein also relates to securities registered under Registration Statement
No. 333-51769.
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National Fuel Gas Company
Direct Stock Purchase and
Dividend Reinvestment Plan
[GRAPHIC]
Prospectus
___________, 1999
National Fuel [LOGO]
<PAGE>
TABLE OF CONTENTS
National Fuel Gas Company Direct Stock Purchase
and Dividend Reinvestment Plan.......................... 3
National Fuel Gas Company.................................... 3
The Plan:
Summary of the Plan..................................... 4
Administrator of the Plan............................... 5
Inquiries: National Fuel Shareholder Services........... 5
Enrollment.............................................. 6
Investment Options:
Dividend Reinvestment................................... 7
Deposit Cash Dividends Electronically................... 8
Optional Cash Investments............................... 8
Purchase of Shares for the Plan......................... 9
Sale of Shares for the Plan............................. 10
Safekeeping of Your Stock Certificates
In Book Entry Form................................. 11
Gifts or Transfers of Shares............................ 12
Issuance of Certificates................................ 12
Plan Service Fees....................................... 13
Tracking Your Investments............................... 14
U.S. Federal Income Tax Information..................... 14
Miscellaneous:
Available Information/Incorporation of
Documents by Reference............................. 16
Stock Splits, Stock Dividends and
Other Distributions................................ 17
Voting of Proxies....................................... 17
Responsibility of Administrator and
National Fuel Gas Company.......................... 17
Legal Matters........................................... 18
Plan Modification or Termination........................ 18
Change of Eligibility; Termination...................... 18
Foreign Participation................................... 19
Experts................................................. 19
Neither the Securities and Exchange Commission nor any state
securities regulators have determined if this Prospectus is
accurate or adequate. Any representation to the contrary is a
criminal offense.
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NATIONAL FUEL GAS COMPANY DIRECT STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN
This Prospectus describes the National Fuel Gas Company
Direct Stock Purchase and Dividend Reinvestment Plan (the Plan)
effective ___________, 1999. The Plan promotes long-term
ownership in National Fuel Gas Company (National Fuel or the
Company) by offering:
* A simple, cost-effective method for purchasing shares
of National Fuel common stock directly from the
Company.
* A way to increase your holdings in National Fuel by
reinvesting your cash dividends.
* The opportunity to purchase additional shares by making
optional cash investments.
You do not have to be a current shareholder of National Fuel
to participate in the Plan. You can purchase your first shares
of National Fuel stock through the Plan by making an initial
investment of $1,000 or more, which includes an enrollment fee of
$10 plus a trading fee which is currently $0.12 per share. If
you currently participate in either National Fuel's Dividend
Reinvestment and Stock Purchase Plan or its Customer Stock
Purchase Plan, you are automatically a participant in the Plan.
NATIONAL FUEL GAS COMPANY
National Fuel is a vertically integrated natural gas
operation which has five major business segments: a utility
segment, a pipeline and storage segment, an exploration and
production segment, a nonregulated segment and an international
segment. In other words, the Company produces, transports and
sells natural gas. The Company was incorporated in New Jersey in
1902. Whenever this Prospectus refers to "shares" or "stock," it
means the Company's common stock. The Company's principal
executive offices are located at 10 Lafayette Square, Buffalo,
New York 14203, and its telephone number is (716) 857-7000.
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SUMMARY OF THE PLAN
ENROLLMENT: New shareholders can join by making an initial
investment of at least $1,000, which includes an enrollment fee
of $10 plus a trading fee which is currently $0.12 per share.
Shareholders enrolled in the Company's current Dividend
Reinvestment and Stock Purchase Plan or its Customer Stock
Purchase Plan are automatically enrolled in the new Plan. No
action is required for current participants. Other existing
National Fuel shareholders can participate by submitting a
completed Enrollment Form. If your shares are held in a
brokerage account, you may participate directly by registering
some or all of your shares in your name. The $10 enrollment fee
does not apply to existing shareholders joining the Plan.
REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of
your cash dividends toward the purchase of additional shares of
National Fuel stock without paying trading fees. In the
alternative, you can have dividends paid to you by check mailed
to your address, or by automatic deposit to your bank account.
OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan,
you can buy additional shares of National Fuel stock without
paying any fees. You can invest a minimum of $100 at any one
time, up to $120,000 in the aggregate per calendar year. You can
pay by check or have your payment automatically withdrawn from
your bank account.
FULL INVESTMENT: Full investment of your dividends is possible
because the Company will credit your account with both whole and
fractional shares. National Fuel pays dividends on both whole
shares and fractional shares.
SAFEKEEPING OF CERTIFICATES: You can deposit your National Fuel
stock certificates with the Administrator for safekeeping at no
cost to you. A certificate for your shares will be sent to you,
free of charge, upon request.
GIFTS OR TRANSFERS OF SHARES: You can give or transfer your
National Fuel shares to others.
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SELL SHARES CONVENIENTLY: You can sell National Fuel stock out
of your Plan account.
TRACKING YOUR INVESTMENT: You will receive a statement or a
notification after each transaction. Statements provide the
details of the transaction and show the share balance in your
Plan account.
ADMINISTRATOR OF THE PLAN
National Fuel has designated The Chase Manhattan Bank to
administer the Plan and act as Agent for the participants. The
Chase Manhattan Bank has designated its affiliates, ChaseMellon
Shareholder Services, L.L.C. and Chase Securities Inc., and other
agents to perform certain services for the Plan. These companies
will purchase and hold shares of stock for Plan participants,
keep records, send statements and perform other duties required
by the Plan.
The Administrator may be contacted at National Fuel
Shareholder Services as detailed below.
INQUIRIES: NATIONAL FUEL SHAREHOLDER SERVICES
For information about the National Fuel Direct Stock
Purchase and Dividend Reinvestment Plan:
Call National Fuel
Shareholder Services: (800) 648-8166
Outside the United States
call collect: (201) 329-8660
Internet: www.chasemellon.com
E-mail: [email protected]
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Written requests and notices should be mailed as follows:
Send correspondence and all requests except Optional Cash
Investments to:
National Fuel Shareholder Services
P.O. Box 3336
South Hackensack, NJ 07606-1936
Please include your daytime telephone number.
Send Optional Cash Investments to:
National Fuel Shareholder Services
Optional Cash Investments
P.O. Box 382009
Pittsburgh, Pa 15250-8009
Make check or money order payable to National Fuel Gas
Company in U.S. dollars. The transaction stub from the bottom of
your statement must be included with your investment.
ENROLLMENT
You are eligible to participate in the Plan if you meet the
requirements outlined below. If you live outside the U.S., you
should first determine if there are any governmental regulations
that would prohibit your participation in the Plan.
If you do not currently own any National Fuel stock, you can
join the Plan by making an initial investment of at least $1,000,
but not more than $120,000. You can get started in the Plan by
returning a completed Enrollment Form to National Fuel
Shareholder Services along with your check or money order payable
to National Fuel Gas Company. A $10 enrollment fee and
applicable trading fees will be deducted from your initial
investment. The Administrator will arrange for the purchase of
shares for your account but will not pay interest on amounts held
pending investment. Please allow two weeks for your account to
be established, initial shares to be
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purchased and a statement mailed to you. (See "Purchase of
Shares for the Plan" on page 9.)
If you already own National Fuel stock and the shares are
registered in your name, you may join the Plan by returning a
completed Enrollment Form to National Fuel Shareholder Services.
If you have been participating in National Fuel's Dividend
Reinvestment and Stock Purchase Plan or National Fuel's Customer
Stock Purchase Plan, you will be automatically enrolled in the
National Fuel Direct Stock Purchase and Dividend Reinvestment
Plan and need not send in an Enrollment Form or take any other
action unless you want to make a change.
If your shares are held in a brokerage, bank or other
intermediary account, and you wish to participate directly in the
Plan, you should direct your broker, bank, or trustee to register
some or all of your National Fuel shares directly in your name.
You can then get started in the Plan by returning a completed
Enrollment Form to National Fuel Shareholder Services.
INVESTMENT OPTIONS
Once enrolled in the Plan, you have the following choices:
DIVIDEND REINVESTMENT: You can choose to reinvest all or a
portion of the regular cash dividends paid on your shares held in
the Plan toward the purchase of additional shares of National
Fuel stock. You can change your dividend reinvestment election
at any time by notifying National Fuel Shareholder Services. For
a particular dividend to be reinvested, your notification must be
received prior to the record date for that dividend. (The record
date is normally 15 to 17 days prior to the payment date.)
You may, of course, choose not to reinvest any of your
dividends, in which case the Administrator will remit all
dividends to you.
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If you elect to reinvest your dividends, you must choose one
of the following when completing the Dividend Reinvestment
section of the Enrollment Form:
Full Dividend Reinvestment: Purchase additional shares by
reinvesting all of your cash dividends.
Partial Dividend Reinvestment: If you choose to reinvest
less than all of your dividends you must specify the percentage
of your shares on which you want the dividends reinvested. You
will receive the dividends on the remaining shares, either by
check mailed to your address or by direct deposit into your bank
account as described below.
DEPOSIT CASH DIVIDENDS ELECTRONICALLY: If you choose partial
dividend reinvestment or no dividend reinvestment, you can have
all of your cash dividends deposited directly into your bank
account instead of receiving a check by mail. Just complete the
appropriate sections of the Enrollment Form or notify National
Fuel Shareholder Services. Direct Deposit Authorization Forms
will be acted upon as soon as possible after they are received.
You can change your designated bank account for direct deposit or
discontinue this feature by notifying National Fuel Shareholder
Services.
OPTIONAL CASH INVESTMENTS: You can purchase additional shares of
National Fuel stock by using the Plan's optional cash investment
feature. You must invest at least $100 at any one time and
cannot invest more than $120,000 in a calendar year. Interest
will not be paid on amounts held pending investment.
By Check or Money Order: You may make optional cash
investments by sending a check or money order payable to National
Fuel Gas Company. Do not send cash. To facilitate processing of
your investment, please use the transaction stub located on the
bottom of your statement. Mail your investment and transaction
stub to the address specified on the statement. You may not sell
or withdraw shares purchased by check for a period of 14 days
from the receipt of the check. A $25 fee will be assessed for a
check that is returned for insufficient funds.
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By Automatic Withdrawal from your Bank Account: If you wish
to make regular monthly purchases, you can authorize an automatic
monthly withdrawal from your bank account. This feature enables
you to make ongoing investments without writing a check. Funds
will be deducted from your account on the 23rd day of each month.
If this date falls on a bank holiday or weekend, funds will be
deducted on the next business day. Please allow four to six
weeks for the first automatic monthly withdrawal to be initiated.
You must notify National Fuel Shareholder Services in writing to
change or terminate automatic withdrawal.
PURCHASE OF SHARES FOR THE PLAN
PURCHASE INTERVALS: The Administrator will make arrangements to
use initial and optional cash investments to purchase National
Fuel shares as promptly as practical, but at least once each
week. The Administrator will use reinvested dividends to
purchase shares on a quarterly basis. Purchases may be made over
a number of days to meet the requirements of the Plan.
SOURCE AND PRICING OF SHARES:
Source of Shares: Stock needed to meet the requirements of
the Plan will either be purchased in the open market or issued
directly by National Fuel from authorized but unissued shares or
treasury shares, as determined by National Fuel.
Shares Purchased in the Open Market: If the shares are
purchased in the open market, your price per share will be the
weighted average price of shares purchased to satisfy Plan
requirements. Trading fees incurred by the Plan for purchases
paid by National Fuel will be reported to you as taxable income.
All fractional shares are calculated to four decimals and are
credited to your account.
Shares Purchased from National Fuel: If the shares are
purchased from National Fuel, your price per share for initial
and optional cash investments will be the average of the daily
high and low sale prices quoted on the New York Stock Exchange
(NYSE) Composite Transactions listing for the day the shares are
purchased.
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For quarterly reinvestment of dividends, your price per share
will be the average of the daily high and low sale prices quoted
on the NYSE Composite Transactions listing for the three-day
period, beginning on the last business day before the dividend
payment date and ending on the first business day after,
surrounding the dividend payment date. If there is no trading of
National Fuel stock on the NYSE for a substantial period of time
during the pricing period, then the price per share will be
determined by National Fuel on the basis of such market
quotations as it considers appropriate.
TIMING AND CONTROL: Because the Administrator will arrange for
the purchase of shares on behalf of the Plan, neither National
Fuel nor any participant in the Plan has the authority or power
to control either the timing or pricing of shares purchased or
the selection of the broker making the purchases. Therefore, you
will not be able to precisely time your purchases through the
Plan, and will bear the market risk associated with fluctuation
in the price of National Fuel stock. That is, if you send in an
initial or optional cash investment, it is possible that the
market price of National Fuel stock could go up or down before
the administrator purchases stock with your funds. In addition,
you will not earn interest on initial or optional cash
investments for the period before the shares are purchased.
SALE OF SHARES FOR THE PLAN
You can sell any number of shares held in your Plan account,
or in book entry form, by notifying National Fuel Shareholder
Services. The Administrator will arrange for sales to be made at
least weekly. Sales may be made more frequently if volume
warrants. The sale price will be the weighted average price of
all shares sold for Plan participants during that period. You
will receive the proceeds of the sale less a $15 sales
transaction fee, a trading fee which is currently $0.12 per
share, and any required tax withholdings. (See "Plan Service
Fees" on page 13.)
You can choose to sell your shares through a stockbroker of
your choice, in which case you can transfer shares to your
stockbroker of record through the Direct Registration System by
contacting the Administrator or by requesting a certificate for
your shares from National Fuel Shareholder Services. (See
"Issuance of Certificates"
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on page 12.) Keep in mind that you will not receive your
certificate until two to three weeks after you request it. You
should not sell your shares until you have the certificate in
your hands, so that you can deliver the certificate to your buyer
within the legally required time (about three days).
Please note that if your total holdings fall below one
share, the Administrator will liquidate the fractional share,
remit the proceeds to you, less any applicable fees, and close
your Plan account.
TIMING AND CONTROL: Because the Administrator will sell the
shares on behalf of the Plan, neither National Fuel nor any
participant in the Plan has the authority or power to control the
timing or pricing of shares sold or the selection of the broker
making the sales. Therefore, you will not be able to precisely
time your sales through the Plan, and you will bear the market
risk associated with fluctuation in the price of National Fuel
stock. That is, if you send in a request to sell shares, it is
possible that the market price of National Fuel stock could go
down or up before the administrator sells your shares. In
addition, you will not earn interest on a sales transaction.
SAFEKEEPING OF YOUR STOCK CERTIFICATES
IN BOOK ENTRY FORM
Shares of National Fuel stock that you buy under the Plan
will be maintained in your Plan account for safekeeping in book
entry form. You will receive a periodic statement detailing the
status of your holdings. For more information, see "Tracking
Your Investments" on page 14. Any National Fuel shareholder may
use the Plan's "safekeeping" service to deposit their National
Fuel stock certificates at no cost. Safekeeping is beneficial
because you no longer bear the risk and cost associated with the
loss, theft, or destruction of stock certificates. With
safekeeping, you have the option of receiving cash dividends,
reinvesting your dividends or taking advantage of the sale of
shares feature of the Plan. Certificates will be issued only
upon written request to National Fuel Shareholder Services. (See
"Issuance of Certificates" on page 12.)
To use the safekeeping service, send your certificates to
National Fuel Shareholder Services by registered mail with
written
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instructions to deposit them in safekeeping. If you use
registered mail, your certificates will be automatically covered
by an Administrator blanket bond up to the first $100,000 of
value. Do not endorse the certificates or complete the
assignment section.
GIFTS OR TRANSFERS OF SHARES
You can give or transfer National Fuel shares to anyone you
choose by:
* Making an initial $1,000 cash investment to establish
an account in the recipient's name; or
* Submitting an optional cash investment on behalf of an
existing shareholder in the Plan in an amount not less
than $100 nor more than $120,000 per year; or
* Transferring shares from your account to the recipient.
You must transfer a whole number of shares unless you
transfer your entire account. You may transfer shares to new or
existing shareholders. National Fuel Shareholder Services will
automatically place such new accounts in full dividend
reinvestment status. New participants, at their discretion, may
elect another option.
You must have your signature guaranteed by a financial
institution participating in the Medallion Guarantee program.
The Medallion Guarantee program ensures that the individual
signing the transfer authorization is in fact the registered
owner as it appears on the records of the Administrator.
If you need additional assistance, please call National Fuel
Shareholder Services at (800) 648-8166.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan
account by notifying National Fuel Shareholder Services.
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Certificates will be issued for whole shares only. In the
event your request involves a fractional share, a check (less any
applicable fees) for the value of the fractional share will be
mailed to you. You should receive your certificate within two to
three weeks of mailing your request. You should not sell your
shares until you have the certificate in your hands, so that you
can deliver the certificate to your buyer within the legally
required time (about three days).
Certificates will be issued in the name(s) in which the
account is registered, unless otherwise instructed. If the
certificate is issued in a name other than your Plan account
registration, the signature on the instructions or stock power
must be guaranteed by a financial institution participating in
the Medallion Guarantee program, as described previously.
PLAN SERVICE FEES
Enrollment Fee for
New Investors................... $10.00 per account enrollment
Initial Purchase of Shares........ currently $0.12 per share
trading fee
Sale of Shares (partial or full):
Transaction Fee................. $15.00 per sale transaction
Trading Fee..................... currently $0.12 per share
Reinvestment of Dividends......... No Charge
Optional Cash Investments via
Check or Automatic Investment... No Charge
Gift or Transfer of Shares........ No Charge
Safekeeping of Stock
Certificates.................... No Charge
Certificate Issuance.............. No Charge
Returned Checks
(insufficient funds, etc.)...... $25.00 per check
Duplicate Statements
Current year.................... No Charge
Prior year(s)................... $20.00 fee per statement
request
The Administrator will deduct the applicable fees from
either the initial investment or proceeds from a sale.
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TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, National Fuel
Shareholder Services will mail you a quarterly statement showing
all transactions (shares, amounts invested, purchase prices) for
your account including year-to-date and other account
information. Supplemental statements or notices will be sent
when you make an initial or optional cash investment or a
deposit, transfer or withdrawal of shares.
If you do not participate in dividend reinvestment, National
Fuel Shareholder Services will mail you a statement or notice
confirming any transactions you make. If you continue to be
enrolled in the Plan, but have no transactions, National Fuel
Shareholder Services will mail you an annual statement of your
holdings.
Please retain your statements to establish the cost basis of
shares purchased under the Plan for income tax and other
purposes.
You should notify National Fuel Shareholder Services
promptly of any change in address since all notices, statements
and reports will be mailed to your address of record.
U.S. FEDERAL INCOME TAX INFORMATION
The following summary is based upon interpretations of
current federal tax law. It is important for you to consult your
own tax advisers to determine particular tax consequences,
including state income tax (and other taxes, such as stock
transfer tax) consequences, which vary from state to state and
which may result from participation in the Plan and subsequent
disposition of shares acquired pursuant to the Plan. If you
reside outside the United States, income tax consequences will
vary depending upon the jurisdiction in which you reside.
Cash dividends reinvested under the Plan will be taxable as
having been received by you even though you have not actually
received them in cash. You will receive an annual statement from
the Administrator indicating the amount of reinvested dividends
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reported to the U.S. Internal Revenue Service as dividend income.
The statement will also reflect any trading fees paid by National
Fuel on your behalf for purchases of shares.
The amount of the cash dividends reinvested by you will be
taxable as a dividend to the extent of National Fuel's current or
accumulated earnings and profits. To the extent the distribution
is in excess of National Fuel's current or accumulated earnings
and profits, the distribution will be treated first as a tax-free
return of capital, reducing the tax basis in your shares, and the
distribution in excess of your tax basis will be taxable as gain
realized from the sale of its shares.
Shares acquired through the Plan will have a tax basis equal
to the amount of the cash dividend reinvested in such shares.
You will not realize gain or loss for U.S. Federal income
tax purposes upon the transfer of shares to the Plan or the
withdrawal of whole shares from the Plan. You will, however,
generally realize gain or loss upon the sale of shares (including
the receipt of cash for fractional shares) held in the Plan.
The amount of any such gain or loss will be the difference
between the amount that you received for the shares or fractional
shares and the tax basis thereof.
If you fail to provide certain federal income tax
certifications in the manner required by law, dividends, proceeds
from the sale of fractional shares and proceeds from the sale of
shares held for your account will be subject to federal income
tax withholding at the rate of 31%. If withholding is required
for any reason, the appropriate amount of tax will be withheld.
Certain shareholders (including most corporations) are, however,
exempt from the above withholding requirements.
If you are a foreign shareholder whose dividends are subject
to federal income tax withholding at the 30% rate (or a lower
treaty rate), if applicable, the appropriate amount will be
withheld and the balance in shares will be credited to your
account.
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MISCELLANEOUS
Available Information/Incorporation of
Documents by Reference
National Fuel files annual, quarterly and special reports,
proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports,
statements or other information National Fuel files at the SEC's
public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. National
Fuel's SEC filings are also available to the public from
commercial document retrieval services, and at the website
maintained by the SEC at www.sec.gov.
The SEC allows National Fuel to "incorporate by reference"
the information it files with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information
filed with the SEC will update and supersede this information.
The documents listed below and any future filings made with the
SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:
(a) Annual Report on Form 10-K for the year ended
September 30, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998, March 31, 1999 and June 30, 1999;
(c) Description of National Fuel's common stock contained
in its Registration Statement No. 333-74887 on Form S-4; and
(d) Description of National Fuel's Common Stock Purchase
Rights contained in its Registration Statement on Form 8-A filed
on June 14, 1996, as amended by its Form 8-A/A filed on April 30,
1999.
Upon request National Fuel will provide, without charge, a
copy of any or all of the documents incorporated by reference in
this document (other than exhibits to such documents, unless the
exhibits are specifically incorporated by reference in such
documents). Your requests for copies should be directed to
National Fuel Investor Relations, 10 Lafayette Square, Room 1000,
Buffalo, NY 14203 (Telephone: 716-857-6987).
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You should rely only on the information incorporated by
reference or provided in this Prospectus or in any Prospectus
supplement. National Fuel has authorized no one to provide you
with different information. National Fuel is not making an offer
to sell stock in any state or country where the offer is not
permitted.
You should not assume that the information in this
Prospectus or a Prospectus supplement is accurate as of any date
other than the date on the front of the document.
Stock Splits, Stock Dividends and Other Distributions
In the event dividends are paid in National Fuel common
stock, or if National Fuel common stock is distributed in
connection with any stock split or similar transaction, each
account will be adjusted to reflect the receipt of the common
stock so paid or distributed.
Voting of Proxies
National Fuel will mail you proxy materials including a
proxy card representing both the shares for which you hold
certificates and the shares, full and fractional, in your Plan
account. The proxy will be voted as indicated by you. If you do
not return your signed proxy card or otherwise cast your vote in
accordance with the instructions in the proxy package, none of
your shares will be voted.
Responsibility of Administrator and
National Fuel Gas Company
Neither National Fuel Gas Company nor the Administrator will
be liable for any act they do in good faith or for any good faith
omission to act. This includes, without limitation, any claims
of liability:
* For failure to terminate your account upon your death
prior to receiving written notice of such death; or
* Relating to purchases or sales prices reflected in your
Plan account or the dates of purchases or sales of your
Plan shares; or
* For any fluctuation in the market value after purchase
or sale of shares.
17
<PAGE>
The payment of dividends is at the discretion of National
Fuel's Board of Directors and will depend upon future earnings,
the financial condition of National Fuel Gas Company and other
factors. The Board may change the amount and timing of dividends
at any time without notice.
Neither National Fuel Gas Company nor the Administrator can
assure you a profit or protect you against a loss on the shares
you purchase under the Plan.
Legal Matters
Stryker, Tams & Dill LLP has given its opinion regarding the
legality of the common stock covered by this Prospectus.
Stryker, Tams & Dill LLP and Richards, Layton & Finger, P.A. have
given their opinions regarding the legality and binding effect of
the common stock purchase rights appurtenant to the common stock
covered by this Prospectus.
Plan Modification or Termination
National Fuel reserves the right to suspend, modify or
terminate the Plan at any time. You will receive notice of any
such suspension, modification or termination. National Fuel and
the Administrator also reserve the right to change any
administrative procedures of the Plan.
Change of Eligibility; Termination
National Fuel reserves the right to deny, suspend or
terminate participation by a shareholder who is using the Plan
for purposes inconsistent with the intended purpose of the Plan.
In such event, National Fuel Shareholder Services will notify you
in writing and will continue to safekeep your shares but will no
longer accept optional cash investments or reinvest your
dividends. National Fuel Shareholder Services will issue a
certificate to you upon written request.
18
<PAGE>
Foreign Participation
If you live outside of the U.S., you should first determine
if there are any laws or governmental regulations that would
prohibit your participation in the Plan. National Fuel reserves
the right to terminate participation of any shareholder if it
deems it advisable under any foreign laws or regulations.
Experts
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of National Fuel Gas
Company for the year ended September 30, 1998 have been
incorporated in reliance on the report of PricewaterhouseCoopers
LLP; independent accountants, given on the authority of said firm
as experts in auditing and accounting.
National Fuel's Annual Report on Form 10-K includes
information relating to oil and natural gas reserves of Seneca
Resources Corporation, a wholly-owned subsidiary of National
Fuel. Ralph E. Davis Associates, Inc., as experts in petroleum
engineering, have issued an audit report regarding that
information.
19
<PAGE>
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
[GRAPHIC OMITTED] [LOGO]
-----------------------
www.nationalfuelgas.com 32,000 8/99
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission
Registration Fee $12,745
New York Stock Exchange Listing Fee 14,750
Legal Fees and Expenses 7,500*
_____________
Accountants Fees and Expenses 5,000*
Printing and Engraving Expense 24,000*
Mailing Expenses 17,000*
Miscellaneous 11,000*
______________
Total $91,995*
==============
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ninth of the Company's Restated Certificate of
Incorporation 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.
II-1
<PAGE>
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 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
II-2
<PAGE>
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).
(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.
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<PAGE>
(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.
II-4
<PAGE>
(b) Application for such indemnification may be made
(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 be 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 a 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.
II-5
<PAGE>
(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.
Item 16. EXHIBITS
See Exhibit Index
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 ("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;
and
(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;
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
Sections 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
II-6
<PAGE>
(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) The registrant hereby undertakes 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
foregoing provisions, 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>
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 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 20th day of August,
1999.
NATIONAL FUEL GAS COMPANY
By: /s/ B.J. Kennedy
_______________________________
B.J. Kennedy
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the
undersigned officers and directors, of National Fuel Gas Company
(the "Company") hereby severally constitute Philip C. Ackerman
and James R. Peterson, and each of them singly, as true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our
capacities as officers and directors to enable the Company to
comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
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 August 20, 1999
_____________________ the Board,
B.J. Kennedy Chief Executive
Officer and
Director
/s/ P.C. Ackerman President August 20, 1999
_____________________ (Principal
P.C. Ackerman Financial
Officer) and
Director
II-8
<PAGE>
/s/ R.T. Brady Director August 20, 1999
_____________________
R.T. Brady
/s/ J.V. Glynn Director August 20, 1999
_____________________
J.V. Glynn
/s/ W.J. Hill Director August 20, 1999
_____________________
W.J. Hill
/s/ B.S. Lee Director August 20, 1999
_____________________
B.S. Lee
/s/ E.T. Mann Director August 20, 1999
_____________________
E.T. Mann
/s/ G.L. Mazanec Director August 20, 1999
_____________________
G.L. Mazanec
/s/ G.H. Schofield Director August 20, 1999
_____________________
G.H. Schofield
/s/ J.P. Pawlowski Treasurer and August 20, 1999
_____________________ Principal
J.P. Pawlowski Accounting
Officer
II-9
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibit
4-1 Restated Certificate of Incorporation of
National Fuel Gas Company, dated
September 21, 1998 (Incorporated by
Reference to Exhibit 3.1, Form 10-K for
the fiscal year ended September 30, 1998
in File No. 1-3880).
4-2 Bylaws of the Company, as amended
through September 17, 1998 (Incorporated
by Reference to Exhibit 3.2, From 10-K
for the fiscal year ended September 30,
1998 in File No. 1-3880).
4-3 Indenture dated as of October 15, 1974,
between the Company and The Bank of New
York (formerly Irving Trust Company)
(Incorporated by Reference to
Exhibit 2(b) in File No. 2-51796).
4-4 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) (Incorporated by
Reference to Exhibit 4(a)(4) in File
No. 33-49401).
4-5 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) (Incorporated by
Reference to Exhibit 4(a), Form 8-K
dated February 14, 1992 in File No. 1-
3880).
4-6 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) (Incorporated by
Reference to Exhibit 4(b), Form 8-K
dated February 14, 1992 in File No. 1-
3880).
4-7 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) (Incorporated by
<PAGE>
Reference to Exhibit 4(c), Form 8-K
dated June 18, 1992 in File No. 1-3880).
4-8 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)
(Incorporated by Reference to
Exhibit 4(a)(14) in File No. 33-49401).
4-9 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)
(Incorporated by Reference to
Exhibit 4.1, Form 10-K for fiscal year
ended September 30, 1993 in File No. 1-
3880).
4-10 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)
(Incorporated by Reference to
Exhibit 4.1, Form 10-K for fiscal year
ended September 30, 1996 in File No. 1-
3880).
4-11 Amended and Restated Rights Agreement,
dated as of April 30, 1999, between the
Company and HSBC Bank USA, 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 (Incorporated by
Reference to Exhibit 99.2 to Form 8-A/A
dated April 30, 1999, in File No. 1-
3880).
5 Opinion of Stryker, Tams & Dill LLP
5-1 Opinion of Richards, Layton & Finger, P.A.
23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Ralph E. Davis Associates, Inc.
23-3 Consent of Stryker, Tams & Dill LLP
(included in Exhibit 5)
23-4 Consent of Richards, Layton & Finger,
P.A. (included in Exhibit 5-1)
24 Power of Attorney (included on signature
page hereof)
<PAGE>
EXHIBIT 5
[STRYKER, TAMS & DILL LLP LETTERHEAD]
August 20, 1999
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3
(the "Registration Statement") to be filed on or about the date
hereof with the Securities and Exchange Commission (the "SEC") by
National Fuel Gas Company ("Company") under the Securities Act of
1933, as amended ("Act"), pursuant to which the Company intends
to register 1,000,000 shares of its common stock, $1.00 par value
per share (the "Stock"), and the 1,000,000 common stock purchase
rights ("Rights") appurtenant thereto, for offer, issuance and
sale in connection with its Direct Stock Purchase and Dividend
Reinvestment Plan ("Plan"), we are of the opinion that:
1. Your Company is a corporation duly incorporated 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 and the
related Rights, shall have become and remain
effective; and
B. The authorized but unissued Stock shall have been
issued and delivered for the consideration
contemplated in the Registration Statement and the
Plan.
3. The Rights Agreement, dated as of June 12, 1996,
between the Company and Marine Midland Bank, as Rights
Agent, as amended and restated by the Amended and
Restated Rights Agreement, dated as of April 30, 1999
(as amended and restated, the "Rights Agreement"),
between the Company and HSBC Bank USA (formerly known
as "Marine Midland Bank"), as Rights Agent (the "Rights
Agent"), has been duly authorized, executed and
<PAGE>
delivered by the Company and, assuming due
authorization, has been duly executed and delivered by
the Rights Agent and, to this extent, is a legal and
valid agreement binding upon the Company under
applicable New Jersey law.
4. The Rights, when issued as contemplated by the
Registration Statement and in accordance with the
respective terms of the Rights Agreement and the Plan,
will be legally and validly issued.
The opinions set forth in paragraphs 3 and 4 hereof are
limited to (i) the legality, validity and binding effect of the
Rights Agreement on the Company and (ii) the legal and valid
issuance of the Rights, in each case under the applicable 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 or to the
binding effect or enforceability of the Rights Agreement under
Delaware law, the law chosen under Section 32 of the Rights
Agreement as the governing law for these purposes. In this
latter connection, we understand that you are relying upon the
opinion, dated the date hereof, of Messrs. Richards, Layton &
Finger, Delaware counsel. We have furnished a copy of this
opinion to such Delaware counsel who is entitled to rely upon the
opinions expressed herein to the same extent as if this opinion
had been expressly addressed to such counsel.
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
<PAGE>
EXHIBIT 5-1
[RICHARDS, LAYTON & FINGER LETTERHEAD]
August 20, 1999
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Ladies and Gentlemen:
You have requested our opinion, as special Delaware
counsel, to National Fuel Gas Company, a New Jersey corporation
(the "Company"), in connection with the Amended and Restated
Rights Agreement dated as of April 30, 1999 (the "Agreement")
between the Company and HSBC Bank USA, as Rights Agent (the
"Rights Agent"), pursuant to which the Company has issued, as a
dividend on its outstanding Common Stock, par value $1.00 per
share (the "Common Stock"), rights (the "Rights") to purchase
shares of Common Stock, upon the terms and subject to the
conditions set forth in the Rights Agreement. In this regard,
you have requested our opinion as to certain matters of Delaware
law. Unless otherwise defined herein, the initially capitalized
terms used herein are used as defined in the Agreement.
In connection with our opinion as expressed herein, we
have been furnished and reviewed a copy of the Agreement and the
opinion of Stryker, Tams & Dill LLP dated August 20, 1999 (the
"STD Opinion"), and such other documents as we have deemed
necessary or appropriate to render our opinion as expressed
herein. We assume for purposes of our opinion as expressed
herein that the copy of the Agreement submitted for our review is
a true and complete copy and conforms to the original of the
Agreement, that all signatures are genuine, and that the
Agreement has not been or will not be altered, amended or
repealed in any respect material to our opinion as expressed
herein. We have assumed for purposes of our opinion as expressed
herein and in reliance upon the STD Opinion that there exists no
provision of the certificate of incorporation of the Company (the
"Certificate") or by-laws of the Company (the "By-laws") or of
any other document of or relating to the Company which is
contrary to or inconsistent with our opinion as expressed herein.
We have also assumed for purposes of our opinion as expressed
herein and in reliance upon the STD Opinion that (i) the Company
is duly incorporated, validly existing and in good standing as a
corporation under the laws of the State of New Jersey, (ii) the
initial issuance of Rights as a dividend on then-outstanding
shares of Common Stock and any subsequent issuance of the Rights
by the Company was duly authorized and has been and will be
accomplished in accordance with the provisions of the Agreement
and in compliance with the laws of the State of New Jersey,
(iii) the Agreement is a legal, valid and binding agreement of
the Rights Agent and is enforceable against the Rights Agent, and
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National Fuel Gas Company
August 20, 1999
Page 2
(iv) the Agreement has been duly adopted, authorized, executed
and delivered by the Company and is a legal and valid agreement
binding upon the Company, enforceable against the Company in
accordance with its terms under all applicable New Jersey law.
We have not, for purposes of rendering our opinion as expressed
herein, conducted any independent factual investigation of our
own, but rather we have relied solely upon the facts and
statements set forth in the Agreement, and the additional matters
recited or assumed herein, all of which we assume to be true,
accurate and complete in all material respects.
The Agreement
Pursuant to the Agreement, one Right was issued as a
dividend on each outstanding share of Common Stock, and Rights
have subsequently been issued by the Company upon subsequent
issuances of shares of Common Stock. Upon becoming exercisable,
subject to adjustment and prior to the occurrence of an event
described in the next following paragraph, each Right will
entitle the holder thereof to purchase one-half of a share of
Common Stock. The Rights will become exercisable, subject to
deferral thereof under certain circumstances, if a Person or
group, subject to certain exceptions, becomes the Beneficial
Owner of 10% or more of the outstanding Common Stock (thereby
becoming an "Acquiring Person"). The board of directors of the
Company (the "Board") is entitled to redeem the Rights for a
nominal amount at any time prior to the time that any Person
first becomes an Acquiring Person.
The Agreement further provides that, in the event (a
"Flip-In Event") a Person or group becomes an Acquiring Person,
then each Right (other than Rights owned by the Acquiring Person
and/or related parties or certain transferees thereof, which
Rights will thereupon become null and void) will entitle its
holder to purchase, at the adjusted Purchase Price, shares of
Common Stock having a market value of twice such adjusted
Purchase Price or, in the absence of sufficient shares of Common
Stock to permit such exercise in full, Common Stock Equivalents
having substantially the same value. In addition, from and after
the time that any Person becomes an Acquiring Person, if the
Company merges into another corporation or is involved in a
merger or combination with another Person in which any of the
Common Stock is changed or converted, or if the Company sells 50%
or more of its assets or earning power to another Person, each
Right will entitle its holder to purchase, at the adjusted
Purchase Price, shares of common stock of the Principal Party
having a market value equal to twice the adjusted Purchase Price
(the "Flip-Over Provisions").
The Delaware Law
While the Company is incorporated under the laws of the
State of New Jersey, the Agreement is substantially similar to
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National Fuel Gas Company
August 20, 1999
Page 3
agreements which have been adopted by Delaware corporations.
Section 157 of the General Corporation Law, 8 Del. C. Section
157, authorizes the creation and issuance of rights entitling the
holders thereof to purchase from the corporation any shares of
its capital stock on such terms and conditions as shall be stated
in the certificate of incorporation or in any resolution adopted
by the board of directors providing for the creation and issuance
of such rights.
In Moran v. Household International Inc., 500 A.2d 1346
(Del. 1985), the Delaware Supreme Court held that Section 157 of
the General Corporation Law provides statutory authority for a
board of directors to issue rights containing provisions similar
to the Flip-Over Provisions and that the business judgment rule
applied to the adoption by the board of directors of Household
International of a rights dividend plan as a preplanned defensive
mechanism. The Court found that the rights dividend issued by
Household had a rational corporate purpose in view of Household's
reasonably perceived vulnerability to unfair or coercive
takeovers generally, and, accordingly, that the issuance of
rights containing provisions similar to the Flip-Over Provisions
was a legitimate exercise of the business judgment of the
Household directors under the facts presented. In so holding,
the Court stated: "The Directors adopted the Plan in the good
faith belief that it was necessary to protect Household from
coercive acquisition techniques. The Board was informed as to
the details of the Plan. In addition, Household has demonstrated
that the Plan is reasonable in relation to the threat posed."
500 A.2d at 1357.
In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.,
506 A.2d 173 (Del. 1986), relying on its holding in Household and
on the general powers provisions of Section 122(13) of the
General Corporation Law, 8 Del. C. Section 122(13), the Delaware
Supreme Court upheld the initial adoption by the board of
directors of Revlon of a rights plan which, like the Bargain
Purchase Provisions, discriminated against an acquiring person.
There, in the face of an impending hostile takeover bid at a
price which the Revlon board reasonably determined was grossly
inadequate, the Board adopted a rights plan which gave all
stockholders, other than the acquiring person, the right to put
their shares back to the corporation for securities having a
value substantially in excess of the market value of their
shares. The Court found that, under the circumstances presented,
"the board acted in good faith and upon reasonable investigation"
and that "it cannot be said that the Rights Plan as employed was
unreasonable, considering the threat posed". 506 A.2d at 181.
The Household and Revlon decisions, and the subsequent
decisions of the Delaware courts relying on those cases, clearly
support the application of the business judgment rule to the
adoption of a rights plan such as the Agreement, if the board of
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National Fuel Gas Company
August 20, 1999
Page 4
directors acts in good faith and on an informed basis and if the
provisions of the plan are reasonable in relation to the threat
posed to the corporation.
Opinion
Based upon and subject to the foregoing and upon our
review of such matters of law as we have deemed necessary and
appropriate in order to render our opinion as expressed herein,
and subject to the assumptions, limitations, exceptions and
qualifications set forth herein, it is our opinion that the
Agreement constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with
its terms, except to the extent that a particular issue arising
under the Agreement relates to the internal affairs of the
Company, in which case a court of the State of Delaware might, in
accordance with the "internal affairs doctrine," apply the laws
of the State of New Jersey to such issue.
The foregoing opinion is subject to the following
limitations, exceptions and qualifications:
A. We are admitted to practice law in the State of
Delaware and do not hold ourselves out as being experts on the
law of any other jurisdiction. The foregoing opinion is limited
to the laws of the State of Delaware, and we have not considered
and express no opinion on the effect of the laws of any other
state or jurisdiction, including state or federal laws relating
to securities or other federal laws, or the rules and regulations
of stock exchanges or of any other regulatory body. In addition,
we have not considered and express no opinion as to the
applicability of or any compliance with the Delaware Securities
Act, 6 Del. C. Section 7301 et seq., or any rules or regulations
promulgated thereunder.
B. Our opinion as set forth above is subject to (i)
applicable bankruptcy, insolvency, fraudulent transfer and
conveyance, moratorium, reorganization, receivership and similar
laws relating to or affecting the enforcement of the rights and
remedies of creditors generally, (ii) general principles of
equity (regardless of whether considered and applied in a
proceeding in equity or at law) and (iii) the discretion of the
court before which any proceeding in respect of the Agreement or
the transactions contemplated thereby may be brought.
C. For purposes of our opinion as expressed herein,
we have assumed that, (i) the application of Delaware law to the
Agreement would not be contrary to a fundamental policy of a
jurisdiction (other than the State of Delaware) which (a) would
be the jurisdiction of applicable law in the absence of an
effective choice of law, and (b) has a materially greater
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National Fuel Gas Company
August 20, 1999
Page 5
interest than Delaware in the determination of any particular
issue relating to the Agreement, and (ii) the transactions
described in, and relating to, the Agreement have a substantial
and reasonable relationship with Delaware and there is a
reasonable basis for the choice of Delaware law to govern each of
the Agreement.
D. The foregoing opinion does not address any
subsequent action or inaction by the Board with respect to or
affecting the Agreement, including, without limitation, any
decision by the Board relating to redemption or exchange of the
Rights, or amendment of the terms of the Agreement, which would
be judged in light of the relevant facts, circumstances and legal
precedents applicable at that time.
We understand that this opinion may be filed with the
Securities and Exchange Commission in connection with the
Company's registration of shares of Common Stockto be issued in
connection with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, and that we are named in the Registration
Statement of the Company in connection therewith. We hereby
expressly consent to such reliance, filing, and use of our name
as counsel in such Registration Statement. However, in giving
the foregoing consent we do not admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules or
regulations of the Securities and Exchange Commission thereunder.
Except as set forth in the two immediately preceding sentences,
the foregoing opinion is rendered solely for your benefit and for
the benefit of the holders of the Rights in connection with the
matters addressed herein and, without our prior written consent,
may not be relied upon by you or the holders of the Rights for
any other purpose or be furnished or quoted to, or be relied upon
by, any other person or entity for any purpose.
Very truly yours,
/S/RICHARDS, LAYTON & FINGER, P.A.
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EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
October 27, 1998 relating to the financial statements and
financial statement schedule, which appears in National Fuel Gas
Company's Annual Report on Form 10-K for the year ended
September 30, 1998. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
Buffalo, New York
August 20, 1999
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EXHIBIT 23-2
Ralph E. Davis Associates, Inc.
_______________________________
Consultants-Petroleum and Natural Gas
3555 Timmons Lane - Suite 1105
Houston, Texas 77027
(713) 662-8955
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 19, 1998 and our estimate dated October 1, 1998,
which appear in the National Fuel Gas Company's Annual Report on
Form 10-K for the year ended September 30, 1998. We also consent
to the reference to us under the heading "Experts" in such
Prospectus.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Allen C. Barron
___________________________________
Allen C. Barron, P.E.
Vice President
Houston, Texas
August 20, 1999
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