UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1998
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive office)
<PAGE>
REQUIRED INFORMATION
(1) Plan financial statements and schedules prepared in accordance with
financial reporting requirements of ERISA.
See accompanying Index on page 4.
(2) Signature
(3) Exhibits
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
FOR NON-UNION EMPLOYEES
-----------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
FOR NON-UNION EMPLOYEES
-----------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
Page
Number
------
Report of Independent Accountants 1
Financial Statements:
Statement of Assets Available for Plan
Benefits, with Fund Information, at
December 31, 1998 with Comparative
Totals at December 31, 1997 2
Statement of Changes in Assets Available
for Plan Benefits, with Fund Information,
for the Year Ended December 31, 1998 with
Comparative Totals for the Year Ended
December 31, 1997 3
Notes to Financial Statements 4 - 7
Schedules:
Schedule I - Item 27a - Schedule of
Assets Held for Investment Purposes
at December 31, 1998 8
Schedule II - Item 27d - Schedule of
Reportable Transactions for the Year
Ended December 31, 1998 9
<PAGE>
Report of Independent Accountants
To the Participants and
Administrative Committee of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union
Employees (the "Plan") at December 31, 1998, and the changes in net assets
available for benefits for the year then ended in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets available for plan benefits as of December
31, 1997 and the related statement of changes in assets available for plan
benefits for the year then ended (not presented herein) and in our report dated
April 6, 1998 we expressed an unqualified opinion on those financial statements.
In our opinion, the information set forth in the accompanying condensed
statement of assets available for plan benefits as of December 31, 1997 and the
condensed statement of changes in assets available for plan benefits for the
year ended December 31, 1997, when read in conjunction with the financial
statements from which it has been derived, is fairly stated in all material
respects in relation thereto.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules I and II are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Buffalo, New York
June 24, 1999
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1998 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1997
Employer
Contributions Participant Wage Reductions
------------- -----------------------------------------------------------------------------------------
Vanguard Funds
-------------------------------------------------------------------------
National Fuel National Fuel
Gas Company Gas Company Retirement 500 Pacific European Prime
Common Stock Common Stock Savings Index Stock Stock Money Market
Fund B Fund A Trust Fund Index Fund Index Fund Fund
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at market
(historical cost
$81,318,229 and
$71,850,131,
respectively) $38,927,759 $16,251,588 $7,486,943 $38,220,611 $1,369,751 $4,839,265 $4,550,586
Receivables
Employer Contributions 186,108 - - - - - -
Participant Wage
Reductions - 67,236 32,323 176,843 10,144 28,578 15,672
----------- ----------- ---------- ----------- ---------- ---------- ----------
Assets Available for
Plan Benefits $39,113,867 $16,318,824 $7,519,266 $38,397,454 $1,379,895 $4,867,843 $4,566,258
=========== =========== ========== =========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1998 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1997
Participant Wage Reductions
- ------------------------------------
Vanguard Funds
- ---------------
Total all Funds Combined
Total Participant ------------------------
Bond Market Loan December 31,
Index Fund Account 1998 1997
----------------------------------------------------------------
$4,403,824 $2,848,848 $118,899,175 $107,498,589
- - 186,108 179,182
28,395 - 359,191 418,767
---------- ---------- ------------ ------------
$4,432,219 $2,848,848 $119,444,474 $108,096,538
========== ========== ============ ============
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1997
Employer
Contributions Participant Wage Reductions
------------- ----------------------------------------------------------------------------------------
Vanguard Funds
------------------------------------------------------------------------
National Fuel National Fuel
Gas Company Gas Company Retirement 500 Pacific European Prime
Common Stock Common Stock Savings Index Stock Stock Money Market
Fund B Fund A Trust Fund Index Fund Index Fund Fund
--------------- --------------- ----------- ------------ --------------- ------------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income From
National Fuel Gas
Company Common Stock
Funds $ 1,441,447 $ 620,508 $ - $ - $ - $ - $ -
Interest Income - - 424,307 - - - -
Investment Income from
Mutual Funds - - - 568,542 11,262 121,562 236,118
----------- ----------- --------- ----------- ---------- ---------- ----------
Total Investment
Income 1,441,447 620,508 424,307 568,542 11,262 121,562 236,118
Net Appreciation
(Depreciation) in Fair
Value of Investments (2,830,535) (1,118,719) - 7,754,241 19,612 853,110 -
Employer Matching
Contributions 2,340,437 - - - - - -
Participant Salary Reductions - 1,092,417 509,064 2,383,611 151,525 410,899 253,581
Participant Purchase
and Loan Fees - (60) (300) (480) (2,205) (5,680) (820)
Rollovers and Other
Individual Transfers In 963 1,400 - - - 1,355 -
Payments to
Participants or Beneficiaries (1,493,619) (646,788) (274,524) (1,419,986) (34,008) (136,108) (524,951)
Transfers (to)/from
Associated Funds 12,065 (988,184) (255,096) 655,667 186,103 237,221 (59,152)
----------- ----------- --------- ----------- ---------- ---------- ----------
Increase (Decrease) in
Assets Available for
Plan Benefits During
the Year (529,242) (1,039,426) 403,451 9,941,595 332,289 1,482,359 (95,224)
Assets Available for
Plan Benefits:
Beginning of Year 39,643,109 17,358,250 7,115,815 28,455,859 1,047,606 3,385,484 4,661,482
----------- ----------- --------- ----------- ---------- ---------- ----------
End of Year $39,113,867 $16,318,824 $7,519,266 $38,397,454 $1,379,895 $4,867,843 $4,566,258
=========== =========== ========== =========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998 WITH COMPARATIVE TOTALS
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Wage Reductions
----------------------------
Vanguard Funds
---------------
Total all Funds Combined
------------------------
Total Participant
Bond Market Loan December 31,
Index Fund Account 1998 1997
------------ ------------ ----------- --------------
$ - $ - $ 2,061,955 $ 1,917,017
- 229,601 653,908 647,755
262,962 - 1,200,446 1,131,896
---------- ---------- ------------ ------------
262,962 229,601 3,916,309 3,696,668
68,669 - 4,746,378 14,955,055
- - 2,340,437 2,227,888
393,843 - 5,194,940 4,447,357
- - (9,545) (9,978)
296 - 4,014 206,398
(214,983) (99,630) (4,844,597) (5,818,954)
208,651 2,725 - -
---------- ---------- ------------ ------------
719,438 132,696 11,347,936 19,704,434
3,712,781 2,716,152 108,096,538 88,392,104
---------- ---------- ------------ ------------
$4,432,219 $2,848,848 $119,444,474 $108,096,538
========== ========== ============ ============
The accompanying notes are an integral part of these financial statements
<PAGE>
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
FOR NON-UNION EMPLOYEES
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
General:
--------
The following description of the National Fuel Gas Company Tax-Deferred
Savings Plan For Non-Union Employees ("Plan") is provided for general
information purposes, and is qualified in its entirety by reference to the Plan.
The Plan was adopted July 26, 1984, effective as of July 1, 1984, and has been
amended and restated since that time. It is subject to certain provisions of the
Employee Retirement Income Security Act of 1974.
Eligibility and Participation:
------------------------------
Originally, the Plan was established for the benefit of professional,
administrative or executive (i.e. salaried) employees of National Fuel Gas
Company and its subsidiaries ("Company"). Persons who were salaried employees on
July 1, 1984, were eligible to participate at that date. Effective on various
dates since July 1, 1984, most non-union non-salaried employees of the Company
became eligible to participate in the Plan. New employees must complete 1,000
hours of employment and have attained age 21 in order to become eligible to
participate. There are three groups of non-union employees who are eligible to
participate in the Plan.
Participant and employer contributions vary by group.
Contributions:
--------------
Participants may direct the Company to reduce their base salaries by a
specified full percentage that ranges from 2% to 15%, depending on participant
group. These salary reductions are subject to certain Plan and Internal Revenue
Code limitations, and the Company remits them to the Plan Trustee on the
participants' behalf. In addition, the Company makes an employer matching
contribution that ranges from 1% to 6% of the participant's base salary,
depending on their participant group, years of service and rate of salary
reduction contributions.
For certain employees, employer matching contributions are contributed
first to the National Fuel Gas Company Employees' Thrift Plan ("Thrift Plan") to
the extent permitted under the Thrift Plan and then the remainder, if any, is
contributed to the Plan. Certain employees are not eligible to make future
contributions to the Thrift Plan.
<PAGE>
"Base salary" is defined in the Plan generally to mean a participant's
base annual salary for a payroll period. An individual participant's salary
reduction contributions to the Plan are subject to ceilings imposed by the Tax
Reform Act of 1986. However, Company matching contributions are not subject to
such ceilings. The ceiling was $10,000 for 1998 and will continue to be $10,000
for 1999.
Participants' accounts, including all salary reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
Investment Alternatives for Salary Reduction Contributions:
-----------------------------------------------------------
Participants may invest their salary reduction contributions in the
common stock of National Fuel Gas Company ("National Stock Fund A"), the
Vanguard Retirement Savings Trust and/or in one or more of five mutual funds, in
increments of 10%. A separate account is maintained for each participant showing
his interest in each fund.
The National Stock Fund A allows participants to invest their salary
reduction contributions in a fund consisting primarily of National Fuel Gas
Company common stock. This fund also maintains a small cash position in Vanguard
Prime Money Market Fund and may also include receivables and/or payables for
unsettled security transactions and receivables for accrued dividends.
The Vanguard Retirement Savings Trust invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
Five mutual funds are currently offered by The Vanguard Group of
Investment Companies: the Vanguard 500 Index Fund, which invests in
publicly-traded common stocks and attempts to duplicate the investment
performance of the Standard & Poors 500 Composite Stock Price Index; the
Vanguard Prime Money Market Fund, which invests in money market instruments
which mature in one year or less; the Vanguard Total Bond Market Index Fund,
which invests in bonds and other "fixed-income" securities and seeks to
duplicate the investment performance of the Lehman Brothers Aggregate Bond
Index; the Vanguard Pacific Stock Index Fund, which attempts to provide
investment results paralleling those of the Morgan Stanley Capital International
Pacific Free Index, a diversified index of common stocks of companies located in
Japan, Australia, New Zealand and Singapore; and the Vanguard European Stock
Index Fund, which attempts to provide investment results that correspond to the
price and yield performance of European stocks, in the aggregate, as represented
by the Morgan Stanley Capital International Europe Index.
Participants may, in accordance with the rules and restrictions of the
Plan, transfer existing balances among the available investment funds, reduce or
increase the percentage of salary reduction elected, redirect their current
salary reduction contributions into different investment funds, or suspend
salary reduction contributions altogether.
<PAGE>
Employer Matching Contributions:
--------------------------------
Employer matching contributions are invested in a fund consisting
primarily of the common stock of National Fuel Gas Company ("National Stock Fund
B"). This fund also maintains a small cash position in Vanguard Prime Money
Market Fund and may also include receivables and/or payables for unsettled
security transactions and receivables for accrued dividends. A separate account
is maintained for each participant showing his interest in this fund.
Participants may not redirect their interests in this fund into any other fund.
Withdrawals, Loans and Distributions:
-------------------------------------
Plan participants (or their beneficiaries) may receive distributions
from the Plan upon death, retirement, disability or other termination, in
accordance with a qualified domestic relations order, or in the event of
hardship, subject to the Plan's limitations and restrictions. Additionally, Plan
participants may borrow from their accounts in accordance with various Plan
rules.
In certain cases, participants may postpone receipt of Plan distributions.
Administration:
---------------
National Fuel Gas Company is the Administrator of the Plan. A
Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's
Board of Directors exercises National Fuel Gas Company's duties as
Administrator. The assets of the Plan are held by the Trustee, Vanguard
Fiduciary Trust Company ("Vanguard").
National Fuel Gas Company has the right to terminate, amend, or modify
the Plan at any time.
The Plan is not required to be insured by the Pension Benefit Guaranty
Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting and Valuation:
----------------------------------
The accounts of the Plan are maintained on the accrual basis. National
Stock Funds A and B are reported on a current value basis using the quoted
market value of National Fuel Gas Company common stock and the value of the cash
positions and receivables at the close of the Plan year. Mutual funds are
reported on a current value basis, using quoted market values of the investments
at the close of the Plan year. The investment contracts in the Vanguard
Retirement Savings Trust are carried at fair value, which approximates contract
value, as determined by the Vanguard Retirement Savings Trust's Investment
Committee. National Fuel Gas Company stock distributed to participants is
reflected at market value at the date of distribution.
<PAGE>
Administrative expenses:
------------------------
Expenses related to administration of the Plan and Trust are borne by
the Company. The Company paid Vanguard $17,063 for services rendered in
connection with the Plan and Trust for the year ended December 31, 1998.
Brokerage commissions and similar costs of acquiring or selling securities (if
any) that are incurred by the investment funds are borne by the participant.
Loan origination fees and annual maintenance fees for each loan are also borne
by the participant.
NOTE 3 - INCOME TAXES
- ---------------------
The Internal Revenue Service has determined that the Plan qualifies
under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as
amended. Accordingly, no provision for income taxes has been recorded.
NOTE 4 - PARTIES-IN-INTEREST
- ----------------------------
For the Plan years ended December 31, 1998 and 1997, there were no
known prohibited transactions with parties-in-interest as defined in ERISA
Sections 406 and 407(a) and Internal Revenue Code Section 4975(c).
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
----------
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
-------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1998
-----------------
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate
Borrower, Lessor of Interest, Collateral, Par (e) Current
(a) or Similar Party or Maturity Value (d) Cost Value
- --- ---------------------- ---------------------------------- -------- ------------
<S> <C> <C> <C> <C>
* National Fuel Gas Company
Stock Funds:
National Fuel Gas Company Stock Fund A (1,005,046 units) $11,680,738 $ 16,251,588
National Fuel Gas Company Stock Fund B (2,407,406 units) 25,543,248 38,927,759
----------- ------------
Total National Fuel Gas Company
Stock Funds 37,223,986 55,179,347
----------- ------------
Mutual Funds (1):
* Vanguard Group of 500 Index Fund
Investment Companies (335,416 units) 20,176,712 38,220,611
* Vanguard Group of Pacific Stock Index Fund
Investment Companies (174,713 units) 1,666,602 1,369,751
* Vanguard Group of European Stock Index Fund
Investment Companies (191,427 units) 3,096,735 4,839,265
* Vanguard Group of Prime Money Market Fund
Investment Companies (4,550,586 units) 4,550,586 4,550,586
* Vanguard Group of Total Bond Market Index Fund
Investment Companies (428,805 units) 4,267,817 4,403,824
----------- ------------
Total Vanguard Mutual Funds 33,758,452 53,384,037
----------- ------------
Common/Collective Trust (2):
* Vanguard Group of Retirement Savings Trust
Investment Companies (7,486,943 units) 7,486,943 7,486,943
* National Fuel Gas Company
Tax Deferred Savings Plan
For Non-Union Employees Participant Loan Account 2,848,848 2,848,848
----------- ------------
TOTAL ASSETS HELD FOR INVESTMENT $81,318,229 $118,899,175
=========== ============
</TABLE>
* Denotes known party-in-interest to the Plan.
(1) The financial statements of the mutual funds have been filed with the
Securities and Exchange Commission by the Vanguard Group of Investment
Companies, investment companies registered under the Investment Company
Act of 1940.
(2) The audited annual report for the Vanguard Retirement Savings Trust has
been filed with the Department of Labor by the Vanguard Fiduciary Trust
Company. The entity's tax identification number is 23-2186884.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDLE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(b) Description of
Asset (include
Interest Rate (f) Expense
(a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of
Party Involved in Case of Loan) Price Price Rental Transaction Asset
- -----------------------------------------------------------------------------------------------------------------------------------
Purchase Transactions
- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Vanguard Group of
Investment Companies 500 Index Fund $5,745,405 $ - $ - $ - $5,745,405
National Fuel Gas
Company Stock Fund A 5,885,491 - - - 5,885,491
National Fuel Gas
Company Stock Fund B 3,790,137 - - - 3,790,137
Vanguard Group of Prime Money Market
Investment Companies Fund 4,860,420 - - - 4,860,420
Sale Transactions
- -----------------
Vanguard Group of
Investment Companies 500 Index Fund - 3,556,006 - - 2,369,897
National Fuel Gas
Company Stock Fund A - 5,776,809 - - 4,959,630
National Fuel Gas
Company Stock Fund B - 1,494,683 - - 930,278
Vanguard Group of Prime Money Market
Investment Companies Fund - 4,952,352 - - 4,952,352
</TABLE>
<PAGE>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDLE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
- --------------------------------------
$5,745,405 $ -
5,885,491 -
3,790,137 -
4,860,420 -
3,556,006 1,186,109
5,776,809 817,179
1,494,683 564,405
4,952,352 -
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Name of Plan)
By /s/ Joseph P. Pawlowski
------------------------------------
Joseph P. Pawlowski
Treasurer and Principal Accounting
Officer of National Fuel Gas Company,
Member of the Tax-Deferred Savings
Plan Committee
Date: June 25, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
Exhibit I
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-17341 and 2-97641), as amended, of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees of our report
dated June 24, 1999 relating to the financial statements, which appears in this
Form 11-K.
PricewaterhouseCoopers LLP
Buffalo, New York
June 25, 1999
