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, 1999
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, 1999 AND 1998
--------------------------
<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 Net Assets Available for Plan
Benefits at December 31, 1999 2
Statement of Net Assets Available for Plan
Benefits at December 31, 1998 3
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1999 with Comparative Totals
for the Year Ended December 31, 1998 4
Notes to Financial Statements 5 - 7
Supplemental Schedules:
Schedule of Assets Held for Investment
at December 31, 1999 8
Schedule of Reportable Transactions for the
Year Ended December 31, 1999 9
<PAGE>
Report of Independent Accountants
To the Participants and
Plan Administrator of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
We have audited the accompanying statements of net assets available for Plan
benefits of the National Fuel Gas Company Tax-Deferred Savings Plan for
Non-Union Employees as of December 31, 1999, and the related statement of
changes in net assets available for Plan benefits for the year then ended. These
financial statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of National Fuel Gas Company Tax-Deferred
Savings Plan for Non-Union Employees as of and for the year ended December 31,
1998 were audited by other auditors whose report dated June 24, 1999 expressed
an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees as of
December 31, 1999 and the changes in net assets available for Plan benefits for
the year then ended in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules are presented
for purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit 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.
Freed Maxick Sachs & Murphy, PC
June 23, 2000
Buffalo, New York
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
Employer Participant Total
Directed Directed December 31,
Investments Investments 1999
---------------------- ------------------- -------------------
<S> <C> <C> <C>
Investments at market value:
National Fuel Gas Company Common
Stock Funds $41,281,621 $17,868,141 $59,149,762
Vanguard Retirement Savings Trust - 7,974,955 7,974,955
Vanguard 500 Index Fund - 45,426,233 45,426,233
Vanguard Extended Market Index
Fund - 431,253 431,253
Vanguard Pacific Stock Index Fund - 2,637,446 2,637,446
Vanguard European Stock Index Fund - 5,095,042 5,095,042
Vanguard Prime Money Market Fund - 5,124,376 5,124,376
Vanguard Total Bond Market Index
Fund - 4,204,930 4,204,930
Participant Loan Account - 2,992,616 2,992,616
---------------------- ------------------- -------------------
41,281,621 91,754,992 133,036,613
Receivables:
Employer Contributions 196,182 - 196,182
Participant Contributions - 353,316 353,316
---------------------- ------------------- -------------------
Net Assets Available for Plan
Benefits $41,477,803 $92,108,308 $133,586,111
====================== =================== ===================
</TABLE>
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 NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
Employer Participant Total
Directed Directed December 31,
Investments Investments 1998
---------------------- ------------------- ---------------------
<S> <C> <C> <C>
Investments at market value:
National Fuel Gas Company Common
Stock Funds $38,927,759 $16,251,588 $55,179,347
Vanguard Retirement Savings Trust - 7,486,943 7,486,943
Vanguard 500 Index Fund - 38,220,611 38,220,611
Vanguard Pacific Stock Index Fund - 1,369,751 1,369,751
Vanguard European Stock Index Fund - 4,839,265 4,839,265
Vanguard Prime Money Market Fund - 4,550,586 4,550,586
Vanguard Total Bond Market Index
Fund - 4,403,824 4,403,824
Participant Loan Account - 2,848,848 2,848,848
---------------------- ------------------- ---------------------
38,927,759 79,971,416 118,899,175
Receivables:
Employer Contributions 186,108 - 186,108
Participant Contributions - 359,191 359,191
---------------------- ------------------- ---------------------
Net Assets Available for Plan
Benefits $39,113,867 $80,330,607 $119,444,474
====================== =================== =====================
</TABLE>
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 NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 (WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1998)
Total all Investments Combined
Employer Participant ----------------------------------
Directed Directed December 31,
Investments Investments 1999 1998
---------------------- ------------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Investment Income From National Fuel
Gas Company Common Stock Funds $1,553,793 $693,530 $2,247,323 $2,061,955
Interest Income - 690,453 690,453 653,908
Investment Income from Mutual Funds - 1,449,352 1,449,352 1,200,446
---------------------- ------------------- ---------------- -----------------
Total Investment Income 1,553,793 2,833,335 4,387,128 3,916,309
Net Appreciation in Fair Value of
Investments 1,065,252 9,303,427 10,368,679 4,746,378
Employer Matching Contributions 2,332,648 - 2,332,648 2,340,437
Participant Contributions - 4,863,723 4,863,723 5,194,940
Participant Purchase and Loan Fees - (11,625) (11,625) (9,545)
Rollovers and Other Individual
Transfers In 59,662 312,245 371,907 4,014
Payments to Participants or
Beneficiaries (2,655,527) (5,515,296) (8,170,823) (4,844,597)
Transfers (to)/from Associated Funds 8,108 (8,108) - -
---------------------- ------------------- ---------------- -----------------
Increase in Net Assets Available for
Plan Benefits 2,363,936 11,777,701 14,141,637 11,347,936
Net Assets Available for Plan
Benefits:
Beginning of Year 39,113,867 80,330,607 119,444,474 108,096,538
---------------------- ------------------- ---------------- -----------------
End of Year $41,477,803 $92,108,308 $133,586,111 $119,444,474
====================== =================== ================ =================
</TABLE>
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 is a brief description of the National Fuel Gas Company
Tax-Deferred Savings Plan For Non-Union Employees (the Plan) provided for
general information purposes only. Participants should refer to the Plan
document for more complete information. The Plan is a defined contribution plan
as permitted under Section 401(k) of the Internal Revenue Code. 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 the Employee Retirement Income
Security Act of 1974, as amended.
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% (19% effective February 1,
2000), 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 his/her 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.
"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 1999 and increased to $10,500 for
2000.
Participants' accounts, including all salary reduction contributions,
employer matching contributions, and the increments thereon, are at all times
fully vested and nonforfeitable.
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.
<PAGE>
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.
Participant Accounts:
--------------------
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution and, (b) Plan
earnings, and charged with an allocation of investment fees. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
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").
Although it has not expressed any intent to do so, National Fuel Gas
Company has the right to terminate, amend, or modify, in whole or part, the Plan
at any time.
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 (participant directed) and B (non-participant directed) 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 net
asset value at year-end. National Fuel Gas Company stock distributed to
participants is reflected at market value at the date of distribution. Purchases
and sales of investments are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date.
Capital gain distributions are included in dividend income.
Use of Estimates:
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
<PAGE>
Administrative expenses:
-----------------------
Expenses related to administration of the Plan and Trust are borne by
the Company. The Company paid Vanguard $17,745 and $17,063, respectively for
services rendered in connection with the Plan and Trust for the years ended
December 31, 1999 and 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
----------------------------
The Plan invests in shares of mutual funds managed by an affiliate of
Vanguard Fiduciary Trust Company (VFTC). VFTC acts as trustee for only those
investments as defined by the Plan. The Plan also invests in common stock of
National Fuel Gas Company. Transactions in such investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction
rules.
NOTE 5 - INVESTMENTS
--------------------
As of December 31, 1999 and 1998, the following investments comprised
more than 5% of Plan assets:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
National Stock Fund A $17,868,141 $16,251,588
National Stock Fund B (Non-Participant Directed) 41,281,621 38,927,759
Vanguard 500 Index Fund 45,426,233 38,220,611
Vanguard Retirement Savings Trust 7,974,955 7,486,943
</TABLE>
The net appreciation (depreciation) in fair value of investments for
the years ended December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
For the Year Ended
December 31,
1999 1998
---- ----
<S> <C> <C>
National Stock Fund A $ 911,593 $(1,118,719)
National Stock Fund B (Non-Participant Directed) 1,065,252 (2,830,535)
Vanguard 500 Index Fund 7,178,863 7,754,241
Vanguard Extended Market Index Fund 38,372 -
Vanguard Pacific Stock Index Fund 857,471 19,612
Vanguard European Stock Index Fund 611,593 853,110
Vanguard Total Bond Market Index Fund (294,465) 68,669
------------ -------------
$10,368,679 $4,746,378
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
NATIONAL FUEL GAS COMPANY
-------------------------
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
-------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
DECEMBER 31, 1999
-----------------
(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 (1,075,099 units) $ 17,868,141
National Fuel Gas Company Stock Fund B (2,483,852 units) $27,818,044 41,281,621
------------
Total National Fuel Gas Company
Stock Funds 59,149,762
------------
Mutual Funds (1):
* Vanguard Group of 500 Index Fund
Investment Companies (335,670 units) 45,426,233
Vanguard Group of Extended Market Index Fund
Investment Companies (11,633 units) 431,253
* Vanguard Group of Pacific Stock Index Fund
Investment Companies (215,830 units) 2,637,446
* Vanguard Group of European Stock Index Fund
Investment Companies (176,727 units) 5,095,042
* Vanguard Group of Prime Money Market Fund
Investment Companies (5,124,376 units) 5,124,376
* Vanguard Group of Total Bond Market Index Fund
Investment Companies (439,846 units) 4,204,930
------------
Total Vanguard Mutual Funds 62,919,280
------------
Common/Collective Trust (2):
* Vanguard Group of Retirement Savings Trust
Investment Companies (7,974,955 units) 7,974,955
* National Fuel Gas Company
Tax Deferred Savings Plan
For Non-Union Employees Participant Loan Account 2,992,616
------------
TOTAL ASSETS HELD FOR INVESTMENT $133,036,613
============
</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 - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(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>
National Fuel Gas
Company Stock Fund B $3,955,951 $ - $ - $ - $3,955,951
Sale Transactions
-----------------
National Fuel Gas
Company Stock Fund B - 2,667,342 - - 1,756,426
</TABLE>
<PAGE>
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(h) Current Value
of Asset on
Transaction (i) Net Gain
Date or (Loss)
--------------------------------------
Purchase Transactions
---------------------
$3,955,951 $ -
Sale Transactions
-----------------
2,667,342 910,916
<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 28, 2000
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(1) Consent of Independent
Accountants
