-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qFNuE9cl2C9AVaWFlf8+YtsQmNL6nwKqUwXa1PHhK/VyXzHCCgnFS1oX+5E67l76 QiBz3A46OVAsSRj6+Vxu7Q== 0000070145-94-000022.txt : 19940304 0000070145-94-000022.hdr.sgml : 19940304 ACCESSION NUMBER: 0000070145-94-000022 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 33 SEC FILE NUMBER: 033-36868 FILM NUMBER: 94514405 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 424B3 1 COVER LETTER TO SEC RE: CUSTOMER STOCK PURCH PLAN NATIONAL FUEL GAS COMPANY 10 LAFAYETTE SQUARE BUFFALO NY 14203 Richard M. DiValerio Secretary March 3, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: National Fuel Gas Company Registration Statement on Form S-3 Registration No. 33-36868 Rule 424(b) Filing Gentlemen: On behalf of National Fuel Gas Company (the "Company"), I enclose for filing, pursuant to Rule 424(b)(3) under the Securities Act of 1933, the Prospectus dated March 20, 1991 and the newly revised Plan Brochure which accompanies the Prospectus and is incorporated by reference therein. The mailing of the newly revised Plan Brochure and the Prospectus dated March 20, 1991 to customers of National Fuel Gas Distribution Corporation, a subsidiary of the Company, commenced on March 1, 1994. Very truly yours, /s/ Richard M. DiValerio Richard M. DiValerio Enclosures cc: New York Stock Exchange, Inc. (with one copy of enclosures) EX-99 2 PROSPECTUS FOR CUSTOMER STOCK PURCHASE PLAN EXHIBIT EX-99[.1] PROSPECTUS NATIONAL FUEL GAS COMPANY Customer Stock Purchase Plan 1,000,000 Shares of Common Stock (No Par Value) ------------------------------ The Customer Stock Purchase Plan (the 'Plan') of National Fuel Gas Company (the 'Company') provides residential customers of National Fuel Gas Distribution Corporation, a public utility subsidiary of the Company, the opportunity to acquire shares of the Company's Common Stock, no par value (the 'Common Stock'), through initial cash investments, supplemental cash investments and dividend reinvestments, without payment of any brokerage commission or service charge in connection with such acquisition. The effective date of the Plan is March 20, 1991. Each residential customer of National Fuel Gas Distribution Corporation (a 'Customer') may join the Plan by making an initial cash investment of at least $200 and up to $60,000, which will be used to purchase shares of Common Stock for such participant's account; provided, however, total cash investments (as hereinafter defined) for one calendar year may not exceed $60,000. After joining the Plan by making this initial cash investment, a Customer may participate in the Plan by making supplemental cash investments from time to time of not less than $200 per investment and not more than $60,000 per calendar year to be invested in shares of Common Stock and, at the option of the participant, by reinvesting dividends earned on Plan shares in shares of Common Stock. Participants may withdraw from the Plan at any time. The shares of Common Stock purchased under the Plan with initial cash investments and supplemental cash investments (collectively referred to herein as 'cash investments') and any reinvested dividends will, in the discretion of the Company, be original issue shares purchased directly from the Company or shares purchased on the open market by the agent. The initial cash investment and any supplemental cash investments will be invested in shares of Common Stock on a monthly basis. Dividends on shares purchased pursuant to the Plan may be, at the option of the participant, automatically reinvested in additional shares of Common Stock on a quarterly basis. The agent will be Manufacturers Hanover Trust Company or such other bank or trust company as the Company may from time to time designate (the 'Bank'). The price of shares of Common Stock purchased on the open market with cash investments and any reinvested dividends will be the average price of all shares of Common Stock purchased pursuant to the Plan on the open market by the Bank with respect to a particular investment period. The purchase price of original issue shares of Common Stock purchased from the Company with cash investments and any reinvested dividends will be the average of the daily high and low sale prices of the Company's Common Stock on the New York Stock Exchange on the date the purchase is made. Reference is made to the accompanying Plan Brochure (which is considered part of this Prospectus) for further information on the Plan and related matters. Although the Plan contemplates the continuation of quarterly dividend payments, the payment of dividends will depend upon future earnings, the financial condition of the Company and other factors. The outstanding shares of Common Stock are, and the shares offered hereby will be, upon notice of issuance, listed on the New York Stock Exchange. ------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------ The date of this Prospectus is March 20, 1991. ------------------------------ [end of cover page] AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 ('Exchange Act') and in accordance therewith, files reports and other information with the Securities and Exchange Commission ('SEC'). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at its regional offices at 75 Park Place, New York, New York 10007 and 230 South Dearborn Street, Chicago, Illinois 60604. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common Stock is, and the shares of Common Stock offered hereby will upon notice of issuance be, listed on the New York Stock Exchange. Copies of reports, proxy statements and other information concerning the Company can be inspected at the office of such exchange at 20 Broad Street, New York, New York 10005. This Prospectus does not contain all of the information set forth in the Registration Statement of which this Prospectus is a part, and exhibits thereto, which the Company has filed with the SEC under the Securities Act of 1933 (the 'Securities Act') and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the SEC are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for its fiscal year ended September 30, 1990 filed pursuant to the Exchange Act; (2) The Company's Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 1990 filed pursuant to the Exchange Act; and (3) The accompanying Plan Brochure. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock offered by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from their respective dates of filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Any person to whom a copy of this Prospectus is delivered may obtain without charge, upon written or oral request, a copy of any or all of the documents incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Richard M. DiValerio, Secretary, National Fuel Gas Company, 30 Rockefeller Plaza, New York, New York 10112 (telephone number 212-541-7533). Page 2 THE COMPANY The Company, a registered holding company under the Public Utility Holding Company Act of 1935, was organized under the laws of New Jersey in 1902. Its principal executive office is located at 30 Rockefeller Plaza, New York, New York 10112, and its telephone number is (212) 541-7533. The Company is engaged solely in the business of owning and holding all of the securities of its subsidiaries: National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation, Penn-York Energy Corporation, Empire Exploration, Inc., Utility Constructors, Inc., Enerop Corporation, Highland Land & Minerals, Inc. and Data-Track Account Services, Inc. The Company and its subsidiaries (the 'System') are engaged in all phases of the natural gas business, including exploration, production, purchasing, transmission, storage and sale at wholesale and retail. In addition, the System markets timber, coal and oil and engages in the pipeline construction business. DESCRIPTION OF THE PLAN The following is a question-and-answer statement of the provisions of the Plan: Purpose 1. What is the purpose of the Plan? The purpose of the Plan is to provide residential customers of National Fuel Gas Distribution Corporation, a public utility subsidiary of the Company, ('Customers') the opportunity to acquire shares of the Company's Common Stock, no par value (the 'Common Stock'), through cash investments, without payment of any brokerage commission or service charge. Customers who elect to participate in the Plan are hereinafter referred to as 'participants'. The shares of Common Stock purchased may be, in the Company's discretion, either original issue shares of Common Stock purchased from the Company or shares of Common Stock purchased on the open market. When original issue shares of Common Stock are purchased from the Company, the Company will receive new equity capital funds available to be used to repay short-term debt and for general corporate purposes. (See 'Application of Proceeds'.) Participation 2. Who is eligible to participate? All residential customers of National Fuel Gas Distribution Corporation may participate in the Plan. 3. What options are available to participants in the Plan? (a) Customers may join the Plan by making an initial cash investment of not less than $200 and not more than $60,000 which will be used to purchase shares of Common Stock. After joining the Plan by making this initial cash investment, Customers may purchase additional Common Stock by making periodic supplemental cash investments of not less than $200 per monthly investment period and not more than $60,000; provided, however, total cash investments for one calendar year may not exceed $60,000. Initial cash investments and supplemental cash investments are referred to herein collectively as 'cash investments'. Page 3 (b) Participants may elect to have cash dividends on all of the shares of Common Stock purchased pursuant to the Plan (the 'Plan shares') automatically reinvested in additional shares of Common Stock. The Plan does not permit such reinvestment on only a portion of a participant's Plan shares. (c) The Plan permits fractions of shares, as well as full shares, to be credited to participants' accounts. 4. How do eligible Customers participate? To participate in the Plan, Customers must complete, sign and return an Authorization Form to the Bank. In order to become a participant, a Customer must make an initial cash investment of not less than $200 or more than $60,000 at the time the Customer returns the Authorization Form. A pre-addressed, postage-paid envelope is provided for this purpose. Additional Authorization Forms may be obtained at any time upon written request to the Bank. 5. What does the Authorization Form provide? The Authorization Form serves both to initiate participation in the Plan and to appoint the Bank as the participant's agent under the Plan. With respect to the reinvestment of dividends, the Authorization Form provides that a participant may (1) direct the Bank to apply the participant's cash dividends on all of the shares of Common Stock credited to the participant's account under the Plan to the purchase of additional shares of Common Stock or (2) direct the Bank to have cash dividends on all of the Common Stock credited to the participant's account paid to the participant. 6. When may eligible Customers join the Plan? Eligible Customers may join the Plan at any time. Participation with respect to purchases of Common Stock with cash investments will commence during the first investment period (as described in the answer to Question 13) beginning after the Bank receives the signed Authorization Form and a check or money order for the initial cash investment. Authorization Forms may be obtained from the Bank upon written request. Participation in the Plan is voluntary. A Customer may join or rejoin at any time. Participants are not required to remain enrolled and may discontinue participation at any time by following the procedure discussed below in the answer to Question 20. 7. How may a participant change dividend reinvestment options under the Plan? A participant may change dividend reinvestment options by signing a new Authorization Form and returning it to the Bank. An Authorization Form may be obtained from the Bank upon written request. Any change in the dividend reinvestment option must be received by the Bank prior to the record date for a dividend payment in order to be effective for the particular dividend. 8. If a participant ceases to be a Customer of National Fuel Gas Distribution Corporation, may the Customer still participate in the Plan? Yes, as long as at least one full share is credited to the participant's Plan account, the participant may continue to participate in the Plan even if the participant is no longer a Customer. Page 4 Administration 9. Who administers the Plan for participants? The Bank has been designated by the Company to act as the participants' agent and to administer the Plan for participants, including receiving participants' initial cash investments, supplemental cash investments and dividends, if any, related to Plan shares, keeping records, sending statements of account to participants and performing other duties relating to the Plan. Shares of Common Stock purchased under the Plan will be registered in the name of the Bank (or its nominee), as agent for participants in the Plan. In making purchases for a participant's account, the funds received from one participant through cash investments and reinvested dividends, if any, may be commingled with the funds received from the other participants in the Plan during an investment period. 10. What are the costs to participants in connection with purchases under the Plan or sales upon withdrawal from the Plan? Participants are not required to pay a commission or charge of any kind in connection with the purchase of Common Stock. All such charges will be paid by the Company. If a participant withdraws from the Plan and requests a sale of shares upon such withdrawal, the participant will receive the proceeds from the sale of shares sold at the participant's request, less the brokerage commissions, transfer tax, if any, and a $15.00 service fee charged by the Bank. All fractional shares of Common Stock credited to a participant's account will be sold upon the participant's withdrawal whether he requests a sale of shares or whether he elects to receive certificates for shares credited to his account. Upon the sale of such fractional shares, the participant will receive a check for the proceeds, minus the brokerage commission. The general service fees for administration of the Plan are paid by the Company. Supplemental Cash Investments and/or Reinvestment of Cash Dividends 11. How does the supplemental cash investment option work? Customers enrolling in the Plan must make an initial cash investment, which will be invested in shares of Common Stock, at the time the completed Authorization Form is sent to the Bank with a check or money order for the amount of the initial cash investment. The initial cash investment must be at least $200 and not more than $60,000. Thereafter, participants may make supplemental cash investments at any time by sending a check or money order to the Bank with a completed cash payment form. These forms are attached to the account statements which are sent to all participants on a quarterly basis and to each participant for whose account a supplemental cash investment purchase has been made following such purchase. Cash investments will be invested in Common Stock on a monthly basis. The Bank will apply any cash investments to the purchase of shares of Common Stock for the account of such participants during the next succeeding investment period, as described in the answer to Question 13. There is no obligation to make any supplemental cash investments. The amount of each supplemental cash investment may vary, but each investment must be at least $200 and total cash investments may not exceed $60,000 per calendar year. Cash investments of less than $200 per investment or more than $60,000 per calendar year will be returned to the participant. If the funds available from cash investments are not exactly equal to the cost of one or more full shares, the Bank will credit the participant with a fraction of a share computed to four decimal places. Participants Page 5 may not specify the number of shares to be purchased nor may they specify the price at which shares are to be purchased. The number of shares to be purchased and the price are determined as set forth in the Plan. 12. Can a participant's initial cash investment or supplemental cash investments be submitted with his utility bills? No. The initial cash investment and supplemental cash investments must be sent to the Bank and not to the Company. Such investments will only be accepted when accompanied by the Authorization Form for the initial cash investment and the cash payment form for all supplemental cash investments thereafter. A cash payment form for supplemental cash investments is periodically sent by the Bank to each participant in the Plan (see Question 11). 13. When will purchases of Common Stock under the Plan be made? Purchases of Common Stock with cash investments and reinvested dividends, if any, will be made on a monthly basis. (Dividend payment dates for the Company's Common Stock have typically been the fifteenth day of January, April, July and October.) If the Common Stock is purchased on the open market, the investment period will begin on the fifteenth day of each month (or, if the New York Stock Exchange is not open for trading on that day, on the next succeeding day on which the New York Stock Exchange is open for trading), and will continue until all applicable funds are invested, but in no instance past the fifteenth day of the following month. If the Common Stock to be purchased consists of original issue shares purchased directly from the Company, the purchases will be made on the fifteenth day of each month (or, if the New York Stock Exchange is not open for trading on that day, purchases will be made on the next succeeding day on which the New York Stock Exchange is open for trading). Cash investments must be received by the Bank on or before the fourteenth day of each month in order to be invested during the investment period for that month. Neither the Company nor the Bank will pay interest on cash investments or dividends to be reinvested pending their investment in Common Stock. Purchases of Common Stock under the Plan 14. How are shares of Common Stock acquired under the Plan? The Bank, as Plan administrator, uses the cash investments and any dividends to be reinvested to acquire shares of Common Stock for the account of Plan participants. Prior to any reinvestment of dividends and/or purchase made with cash investments, the Company will, in its discretion, direct the Bank to (1) purchase original issue shares from the Company or (2) purchase shares in transactions on the open market. 15. How many shares of Common Stock will be purchased for participants? Each participant's account will be credited with a number of shares, including fractions thereof, equal to the sum to be invested on the participant's behalf, divided by the purchase price of a share of Common Stock. The purchase price of a share of Common Stock will be calculated as described in the answer to Question 16. Fractional shares will be computed to four decimal places. 16. What will be the price of Common Stock purchased under the Plan? The price of shares of Common Stock purchased on the open market (computed to three decimal places) with respect to any investment period will be the average price of all such shares of Common Stock purchased by the Bank as agent for participants in the Plan during such investment period with the proceeds of any cash investments and reinvested dividends. Page 6 The price of any original issue shares of Common Stock purchased from the Company (computed to three decimal places) with respect to any investment period will be the average of the daily high and low sale prices of the Common Stock on the fifteenth day of the month (or, if the New York Stock Exchange is closed for trading on that day, on the next succeeding day on which the New York Stock Exchange is open for trading) based on consolidated trading of the Common Stock as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of New York Stock Exchange-listed securities. Reports to Participants in the Plan 17. What reports will be sent to participants in the Plan? The Bank will send to all participants on a quarterly basis a detailed statement showing all pertinent information with respect to such participant's account, including total shares held by the Bank for the account of the participant, dividends received, dividends reinvested, cash investments invested in Common Stock, purchase price per share, any brokerage fees attributable to shares purchased for the participant's account and the aggregate number of shares purchased. In addition, each participant for whose account a cash investment purchase has been made will receive such a statement following such a purchase. Stock Certificates 18. Will certificates be issued for Common Stock purchased? The Bank will hold the shares purchased for the account of participants in the Plan in the name of the Bank's nominee, and stock certificates will not be issued to participants unless requested. Such requests must be made to the Bank in writing after the shares have been purchased. A separate written request must be made for each issuance of certificates. There is no charge for stock certificates so issued. No stock certificate for a fractional share will be issued. 19. May Common Stock held by the Bank pursuant to the Plan be pledged? Shares credited to a participant under the Plan may not be pledged. A participant who wishes to pledge such shares must request that the certificates be issued in the participant's name. Withdrawal from the Plan 20. How may a participant withdraw from the Plan? A participant may discontinue participation in the Plan and terminate his account at any time prior to any dividend record date by writing to the Bank. As soon as practicable following receipt of notice of termination from the participant, the Bank will send the participant certificates, at no charge to the participant, for the full shares in his account. If the participant so requests, the Bank will sell such shares and send him a check for the proceeds. The Bank charges a $15.00 service fee in connection with the sale of shares at the request of a participant. The participant must pay this service fee, the brokerage commission and any transfer tax, which amounts will be deducted from the check for the proceeds of the sale. Whether the participant requests the Bank to sell the shares in his account or whether the participant elects to receive certificates for the full shares in his account, the participant's interest in fractional shares will, in either case, be paid in cash on the basis of the closing price of the Common Stock, in consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of New York Stock Exchange-listed securities on the day on which the fractional share is sold by the Bank, less any brokerage commission. Page 7 Other Information 21. What happens if the Company has a rights offering, issues a stock dividend or declares a stock split? Any stock dividends or split shares distributed by the Company on shares held by the Bank for a participant will be credited to the participant's account. In the event that the Company makes available to its shareholders rights to purchase additional shares, debentures or other securities, the Bank will sell such rights accruing to shares held by the Bank for participants and invest the proceeds in shares of Common Stock during the next succeeding investment period. 22. How will a participant's shares be voted at a meeting of shareholders? The Bank will distribute voting cards to participants in the Plan and will vote any shares of Common Stock that it holds for a participant's account in the manner indicated by the voting card returned to the Bank by the participant. If a participant does not return a valid voting card, the shares of Common Stock held in such participant's account under the Plan will not be voted. 23. What are the responsibilities of the Company and the Bank? The Company and the Bank, as the administrator of the Plan, will not be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim or liability arising out of failure to terminate a participant's account upon his death prior to receipt of notice in writing of such death, or with respect to the prices at which shares are purchased or sold for the participant's account or the times when such purchases or sales are made, or with respect to any fluctuation in the market value before or after any purchase or sale of shares or with respect to the selection by the Company of original issue and/or open market shares of Common Stock. The participant should recognize that the Company cannot assure a profit or protect against a loss on the shares purchased under the Plan. 24. May the Plan be changed or discontinued? The Company reserves the right to suspend, modify (subject to any required approval from regulatory authorities) or terminate the Plan at any time. All participants will receive notice of any such suspension, modification or termination. 25. Who interprets and regulates the Plan? The officers of the Company may take such actions to carry out the Plan as are consistent with the terms and conditions of the Plan. In addition, the Company reserves the right to interpret and regulate the Plan as it deems desirable or necessary in connection with the operation of the Plan. 26. Where should correspondence regarding the Plan be sent? The Plan is being administered by the Bank as agent for the participants. All communications about the Plan should be sent to the Bank at the following address: Manufacturers Hanover Trust Company Dividend Reinvestment Department P.O. Box 24850 Church Street Station New York, New York 10249 Reference to National Fuel Gas Company must be made in all correspondence. Page 8 FEDERAL INCOME TAX INFORMATION The following is a summary of certain federal income tax consequences of participating in the Plan. Since this is only a summary and since state and local tax laws may vary, a participant should consult his tax advisor to determine the tax consequences of participating in the Plan. Under Internal Revenue Service rulings, dividends which are reinvested by a participant under the Plan will be treated, for federal income tax purposes, as having been received by the participant in the form of a taxable stock distribution rather than as a cash dividend. A participant whose dividends are reinvested under the Plan in original issue Common Stock purchased from the Company will therefore be treated as having received a distribution equal to the fair market value, on the date such purchases are made, of the shares acquired through such reinvestment. A participant whose dividends are reinvested under the Plan in shares of Common Stock purchased in the open market will be treated as having received a distribution equal to the purchase price of such shares plus an additional distribution in the amount of his pro rata share of any brokerage fees paid by the Company. A participant for whom shares of original issue Common Stock are purchased from the Company with cash investments will not be treated as having received a distribution with respect to the shares so purchased. However, participants whose shares of Common Stock are purchased in open market transactions with cash investments are treated as having received an additional distribution in the amount of their pro rata share of any brokerage fees paid by the Company. All distributions will be treated as dividends and will be taxable as ordinary income to the extent of the Company's 'earnings and profits'. To the extent that a distribution exceeds the Company's 'earnings and profits' (which is not expected to be the case), it is deemed to be a return of capital. A return of capital reduces a participant's basis in his shares, but not below zero. To the extent a return of capital reduces a participant's basis, no gain is recognized and to the extent a return of capital exceeds a participant's basis, it is treated as a capital gain. Form 1099 sent to each participant annually will indicate the total amount of dividends paid to the participant. A corporate recipient of dividends reinvested under the Plan will be entitled to a dividends-received deduction allowed by Section 243 of the Internal Revenue Code. However, if such corporate recipient is subject to the alternative minimum tax, a portion of the dividends-received deduction will be treated as an adjustment that increases alternative minimum taxable income. A participant's basis in shares purchased in the open market with either reinvested dividends or cash investments will be equal to the purchase price of such shares, increased by the amount of participant's pro rata share of any brokerage fees paid by the Company. A participant's basis in original issue shares purchased from the Company with reinvested dividends will be equal to the fair market value of such shares on the date such purchases are made. A participant's basis in original issue shares purchased from the Company with cash investments will be equal to the price paid for such shares. A participant will not realize any taxable income when he receives certificates for whole shares credited to his account, either upon request for such certificates or upon withdrawal from or termination of the Plan. A participant who receives, upon withdrawal from or termination of the Plan, a cash adjustment for a fraction of a share credited to his account will realize a gain or loss with respect to such fraction. Gain or loss will also be realized by the participant when whole shares are sold pursuant to the participant's request when he withdraws from the Plan or when whole shares are sold or exchanged by the participant himself after the shares have been withdrawn from the Plan. The amount of such gain or loss will be the difference between the amount which the participant receives for his shares or fraction of a share and his tax basis therefor less the Page 9 portion, if any, of dividends received thereon constituting a return of capital (nontaxable distributions) for federal income tax purposes. A participant's holding period for shares of Common Stock acquired through the Plan will begin on the day following the purchase of such shares. Temporary 'Backup Withholding' regulations have been promulgated by the Internal Revenue Service. Under these regulations, dividends which are reinvested pursuant to the Plan may be subject to the withholding tax generally applicable to dividends unless the participant provides the Company with the participant's taxpayer identification number. APPLICATION OF PROCEEDS No proceeds are realized by the Company when Plan shares are purchased on the open market. The Company has not determined the number of original issue shares, if any, that will be purchased directly from the Company under the Plan or the amount of proceeds of any such shares. To the extent that any original issue shares are purchased directly from the Company, the Company intends to use the net proceeds from the issuance of such shares to repay short-term debt and for other general corporate purposes. DESCRIPTION OF COMMON STOCK The following is a brief summary of certain of the terms and provisions of the Company's Common Stock. This summary does not purport to be complete and is qualified in its entirety by reference to the terms and provisions of the Company's Restated Certificate of Incorporation, as amended, and By-Laws, as amended, which are filed as exhibits to the Registration Statement and incorporated herein by reference. Reference is also made to the Company's Debenture Indentures, as supplemented. No shares of Preferred Stock are currently outstanding. Dividend Rights The holders of Common Stock are entitled to receive such dividends as are declared by the Board of Directors, after payment of or provision for full cumulative dividends and sinking funds, if any, for outstanding Preferred Stock and subject to certain other limitations relating to outstanding indebtedness and Preferred Stock of the Company. In general, these limitations prohibit or restrict the amount of payment of cash dividends on, or purchase or redemption of, Common Stock in the following situations: (1) cumulative dividends on and amounts paid for purchase or redemption of Common and Preferred Stock since December 31, 1967 exceed or would exceed consolidated net income available for dividends for that same period plus $10 million plus any additional amount authorized or approved, upon application of the Company, by the Commission; (2) the sum of Common Stock capital and consolidated surplus (as adjusted) is or would become less than the aggregate involuntary liquidating value of outstanding Preferred Stock; or (3) Common Stock equity is or would become less than 25% of total consolidated capitalization (as defined). Voting Rights and Classification of the Board of Directors The holders of Common Stock are entitled to one vote per share. Whenever dividends on all outstanding series of Preferred Stock are in default in an amount equivalent to four full quarterly dividends, and thereafter until all such dividends are paid or declared and set aside for payment, the holders of all shares of Preferred Stock voting as a class are entitled to elect additional directors necessary to constitute a majority of the Board of Directors. The approval of the holders of a majority of the Common Stock voting is required for the merger Page 10 or consolidation of the Company or for sale of substantially all of its assets. In addition, approval of the holders of a majority of the outstanding shares of Preferred Stock, voting as a separate class, is required for any such transaction unless the transaction is ordered, exempted, approved or permitted by the Commission. The Board of Directors is divided into three classes, each of which has, as nearly as possible, an equal number of directors. Liquidation Rights Upon any dissolution, liquidation or winding up of the Company, the holders of Common Stock are entitled to receive pro rata all of the Company's assets and funds remaining after payment of or provisions for creditors and distribution of or provision for preferential amounts and unpaid accumulated dividends to holders of Preferred Stock. Preemptive Rights Holders of Common Stock and Preferred Stock have no preemptive right to purchase or subscribe for any shares of capital stock of the Company. Business Combinations The Company's Restated Certificate of Incorporation provides that certain conditions must be met before the consummation of any merger or other business combination ('Business Combination') by the Company or any of its subsidiaries with any stockholder who is directly or indirectly the beneficial owner of 5% or more of the Company's outstanding Common Stock ('Substantial Stockholder') or with an affiliate of any such stockholder ('Affiliate'). The term Substantial Stockholder does not include the Company, any of its subsidiaries, or any trustee holding Common Stock of the Company for the benefit of the employees of the Company or any of its subsidiaries pursuant to one or more employee benefit plans or arrangements. The conditions, which are in addition to those otherwise required by law, prescribe the minimum amount per share that must be paid to holders of Common Stock and the form of consideration paid, and require that the holders of Common Stock be furnished certain information about the Business Combination prior to voting on it. Business Combination, as defined in the Restated Certificate of Incorporation, generally means any of the following transactions: a merger, consolidation or share exchange; a sale, lease, exchange or other disposition of any assets in exchange for property having a fair market value of more than $10 million, if determined to be a Business Combination by certain directors of the Company in accordance with provisions of the Restated Certificate of Incorporation; the issuance or transfer of securities in exchange for property having a fair market value of more than $10 million, if determined to be a Business Combination by certain directors of the Company in accordance with provisions of the Restated Certificate of Incorporation; or the adoption of a plan of liquidation or dissolution of the Company. The approval of at least three-fourths of the entire Board of Directors or, in the event that the Board of Directors consists of directors elected by the holders of Preferred Stock, the approval of a majority of the entire Board, is required to amend or repeal the classified board or business combination provisions contained in the Restated Certificate of Incorporation. Listing The Common Stock is listed on the New York Stock Exchange and the Common Stock offered hereby will be listed on such Exchange. Transfer Agent and Registrar The transfer agent and registrar for the Common Stock is Manufacturers Hanover Trust Company. Page 11 LEGAL OPINIONS The legality of the Common Stock being offered hereby has been passed upon for the Company by LeBoeuf, Lamb, Leiby & MacRae (a partnership including professional corporations). EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1990 have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. Page 12 TABLE OF CONTENTS Page Available Information............. 2 Incorporation of Certain Documents by Reference..................... 2 The Company....................... 3 Description of the Plan........... 3 Federal Income Tax Information.... 9 Application of Proceeds...........10 Description of Common Stock.......10 Legal Opinions....................12 Experts...........................12 ________________ No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this Prospectus in connection with the offer made by this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than those specifically offered hereby, nor is it an offer or solicitation in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company or its subsidiaries since the date hereof. __________________________________ Customer Stock Purchase Plan National Fuel Gas Company Common Stock No Par Value PROSPECTUS Dated March 20, 1991 [end of back cover] EX-99 3 BROCHURE FOR CUSTOMER STOCK PURCHASE PLAN EXHIBIT EX-99[.2] [Cover] [Company Logo] NATIONAL FUEL GAS COMPANY CUSTOMER STOCK PURCHASE PLAN [Inside Cover] Dear Customer: We invite you to review this brochure which describes National Fuel Gas Company's Customer Stock Purchase Plan. As the following pages unfold, you will discover the unique benefits of this Plan, as well as learn more about the Company that offers it. This new Plan, specifically offered to residential customers of National Fuel Gas Company, provides a commission-free means by which to acquire an ownership position in an integrated natural gas company. National Fuel has increased its annual dividend rate each year since 1971 and has paid uninterrupted dividends since 1903. The Company's operations include a balance of state-regulated nature gas distribution, federally-regulated natural gas pipeline and storage operations and nonregulated businesses which include oil and gas exploration and production. Other key Company strengths include the following: a strategic location between Canadian and southwestern natural gas supplies and northeastern United States markets; a natural gas storage business with expansion potential; and a continued emphasis on the development of oil and gas reserves. We believe this business profile, together with a highly experienced management team, forms the basis for continued growth as we approach the next century. If you are interested in joining the Plan after reading the brochure and prospectus, please complete and sign the Authorization Form enclosed. Then return the form, along with your initial cash investment, in the postage-paid envelope. Thank you for your interest in National Fuel Gas Company. Cordially, Bernard J. Kennedy Bernard J. Kennedy Chairman, President and Chief Executive Officer [Graphic or Image Material #1 - See Appendix] [Page 1] WHO WE ARE... National Fuel Gas Company (New York Stock Exchange ticker symbol: NFG) and its subsidiaries are an integrated natural gas system engaged in all phases of the natural gas business - exploration, production, purchasing, gathering, transmission, storage and sale at wholesale and retail. In addition, the Company's subsidiaries market timber and oil and are in the pipeline construction business. National Fuel is best known locally for its state-regulated Utility Operation, which sells and transports natural gas to retail customers throughout western New York and northwestern Pennsylvania. But National Fuel is more than a retail distributor of natural gas. It also operates a federally-regulated pipeline and storage business comprised of a natural gas pipeline network that extends from southwestern Pennsylvania to the New York-Canadian border at the Niagara River. National Fuel also has a network of underground natural gas storage reservoirs that are used to serve our Utility Operation and many nonaffiliated customers outside National Fuel's retail service area. In addition, National Fuel has geographically diverse natural gas and oil exploration and production operations in the Gulf Coast and Appalachian Regions of the United States and in California. These three primary business segments provide National Fuel with geographically dispersed markets, as well as diversity of regulatory jurisdictions. [Page 2] WHAT WE DO... NATURAL GAS UTILITY OPERATION National Fuel's Utility Operation is regulated at the state level by the State of New York Public Service Commission and the Pennsylvania Public Utility Commission. In fiscal 1991, 1992 and 1993 this business segment accounted for approximately 56%, 60% and 53% respectively, of the pretax operating income of the Company. [Graphic or Image Material #2 - See Appendix] National Fuel's Utility Operation provides gas service to more than 725,000 customers in western New York and northwestern Pennsylvania. National Fuel's customer base has grown by more than 34,000 since 1987. To provide reliable customer service and a competitively priced product has always been at the core of the Company's business philosophy. The Company believes that its continued commitment to customer satisfaction will strengthen its position in the highly competitive energy market. National Fuel continues to strive to attract and retain large commercial and industrial accounts by offering favorable rate designs to lower their fuel costs. Such efforts, along with retail marketing and wholesale sales efforts, are the primary means by which National Fuel promotes the use of natural gas and attempts to increase the volume of gas moved through its system. Gas Supply The physical connection of National Fuel's gas transmission system to five major interstate pipelines, and its ready access to Canadian and Appalachian gas supplies, provide National Fuel with secure, long-term sources of gas and with significant flexibility among gas supply alternatives. This variety of supply sources has contributed to National Fuel's ability to offer competitive rates to both retail and wholesale customers. PIPELINE AND STORAGE OPERATION National Fuel's Pipeline and Storage Operation is regulated at the federal level by the Federal Energy Regulatory Commission (FERC), and in fiscal 1991, 1992 and 1993 contributed approximately 34%, 33% and 41% respectively, to the Company's pretax operating income. National Fuel's strategy continues to be one of exploiting its favorable location at the hub of the transmission and storage network serving the gas-hungry Northeast markets. [Graphic or Image Material #3 - See Appendix] Gas Transmission Motivated by its commitment to further expand its business beyond the Utility Operation's western New York and northwestern Pennsylvania service territory, National Fuel has become a major transporter of Canadian gas. Through continued expansion of its system, National Fuel can participate in market growth anywhere in the eastern United States. [Page 3] [Graphic or Image Material #4 - See Appendix] Since 1987, National Fuel has increased its capacity to transport Canadian gas by 395.5 million cubic feet per day, or 144 billion cubic feet per year, and has firm, long-term commitments for all of this capacity. Gas Storage National Fuel has significant experience in the underground storage of natural gas. In 1915, it became the first company in North America to develop an underground gas storage field. Currently, National Fuel owns and operates 30 underground gas storage fields and jointly owns an additional four fields. In total, National Fuel has 69.9 billion cubic feet of gas storage capacity available. The storage fields serve companies located throughout the Northeast, and also provide the storage requirements for National Fuel's retail market. National Fuel intents to continue to exploit its competitive advantages, such as the location of its pipeline and storage facilities and its gas acquisition flexibility, to expand existing markets and open up new markets and opportunities. NONREGULATED ACTIVITIES National Fuel's Nonregulated Activities consist primarily of oil and gas exploration and production in the Gulf Coast, Appalachia and California. National Fuel also engages in pipeline construction and well drilling for its own account and for third parties, and markets timber from its Pennsylvania land holdings. In fiscal 1991, 1992 and 1993 Nonregulated Activities accounted for approximately 10%, 5% and 8% respectively, of the Company's pretax operating income. National Fuel's exploration and production efforts focus on low-risk exploratory and developmental drilling and the improvement of existing properties. The primary exploration and development activities of the Company have been focused in the Gulf Coast Region. [Graphic or Image Material #5 - See Appendix] Gulf Coast activities have been directed toward offshore exploratory drilling using advanced seismic technology and increasing reserves and production from existing properties by applying innovative drilling techniques, such as horizontal drilling. In California, efforts have focused on developmental drilling and the reworking of existing wells. In the Appalachian Region, National Fuel, or its predecessors, has been drilling for and producing gas since the late 1800s. The effort continues with ongoing production from more than 2,066 Appalachian wells and interests in more than one-half million undeveloped acres. [Graphic or Image Material #6 - See Appendix] [Page 4] REVIEW OF PERFORMANCE... The management of the Company is committed to increasing shareholder value and to providing the best possible service to its customers at a reasonable price. With an average of over 30 years of service in the industry, the Company's principal officers are an experienced management team with a proven record. The results of operations in fiscal 1993 for the Company's business segments combined to produce earnings per common share of $2.15, compared with last year's earnings of $1.94 and 1991 earnings of $1.63. Net income available for Common Stock amounted to $75.2 million in 1993, compared with $60.3 million in 1992 and $49.0 million in 1991. Of course, these results are not necessarily indicative of future performance, which will depend on a variety of factors. [Graphic or Image Material #7 - See Appendix] The annual dividend rate has grown each year since 1971 and uninterrupted dividends have been paid each year since 1903. [Page 5] THE FUTURE... - - National Fuel is committed to providing quality service to its customers. - - National Fuel continues its efforts to attract and retain large commercial and industrial customers through the use of flexible rate designs and transportation service. - - National Fuel intends to focus on the expansion of existing markets and entry into new geographical markets to benefit fully from the strategic location of its pipeline and storage facilities. - - National Fuel intends to continue to emphasize a conservative strategy of oil and gas development in anticipation of improving prices over the long-term. [Graphic or Image Material #8 - See Appendix] [Page 6] PLAN SUMMARY... National Fuel Gas Company's Customer Stock Purchase Plan (Plan) provides residential customers of National Fuel Gas Distribution Corporation the opportunity to acquire shares of the Company's Common Stock without payment of any brokerage commission or service charge. THE FOLLOWING SUMMARY IS NOT A COMPLETE DESCRIPTION OF THE PLAN AND SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS. INITIAL CASH INVESTMENT Any residential customer of National Fuel Gas Distribution Corporation may join the Plan. Customers may join the Plan by making an initial cash investment of not less than $200, but not more than $60,000. SUPPLEMENTAL CASH INVESTMENTS After joining the Plan by making this initial cash investment, a participant may increase holdings in the Plan by making supplemental cash investments at any time. There is no obligation to make any supplemental cash investments. The amount of each supplemental cash investment may vary, but each investment must be at least $200, and total cash investments under the Plan may not exceed $60,000 per calendar year. DIVIDENDS Participants in the Plan may elect to have cash dividends on all of their Plan shares automatically reinvested in additional shares of Common Stock. The Plan permits fractions of shares, as well as full shares, to be credited to participants' accounts. The shares of Common Stock purchased under the Plan may be, in the Company's discretion, either original issue shares of Common Stock purchased from the Company, or shares of Common Stock purchased on the open market by Chemical Bank (formerly Manufacturers Hanover Trust Company) or such other bank or trust company as the Company may from time to time designate ("the Bank"). FEES AND COMMISSIONS Participants are not required to pay a commission or charge of any kind in connection with the purchase of National Fuel Common Stock. If a participant withdraws from the Plan and requests the sale of the shares upon withdrawal, the participant will receive the proceeds from the sale of shares, less brokerage commission and a $15.00 Bank service fee. STOCK CERTIFICATES AND VOTING RIGHTS Shares of Common Stock purchased under the Plan will be registered in the name of the Bank (or its nominee), as agent for participants in the Plan. The Bank will send voting instruction cards to all participants in the Plan. If a valid voting instruction card is not returned to the Bank, the shares of Common Stock held in the participant's account will not be voted. [Page 7] BENEFITS OF THE PLAN... This Plan offers a number of benefits for those who consider purchasing National Fuel Gas Company's Common Stock a good investment. Of course, National Fuel cannot guarantee that investors will profit or avoid losses on shares purchased under the Plan. A FLEXIBLE APPROACH The Plan is structured so that you can invest or reinvest in different ways to suit your financial objectives. For example, after making an initial cash investment, many people find it convenient to invest a certain amount each month through the supplemental cash investment option. You can invest any amount you wish as long as each supplemental investment is at least $200, and no more than $60,000 is invested per calendar year. As your financial plans change, you can change your participation as you choose. The Plan is set up so that once you are a participant, you may continue in the Plan, provided at least one full share is credited to your account, even if you are no longer a National Fuel Gas Distribution Corporation customer. NO FEES OR COMMISSIONS WHEN YOU INVEST You pay no fees or commissions of any kind when you purchase Common Stock under the Plan, nor are there any administrative costs while you participate. WITHDRAWAL OF SHARES AT ANY TIME Upon withdrawal of shares, you may either receive your stock certificates directly from the Bank, free of charge, or may request that the Bank sell your shares. The Bank charges a $15.00 service fee in connection with the sale of the shares at the request of a participant. The participant must pay this service fee, as well as the brokerage commission incurred by the Bank, which will be deducted form the check for the proceeds of the sale. AUTOMATIC REINVESTMENT OF DIVIDENDS Another advantage is the Plan's option for automatic reinvestment of dividends. The dividend reinvestment option makes it convenient and easy to reinvest your dividends through the Plan, and the amount of stock you own will accrue more rapidly than if you took these dividends in cash. Dividend payment dates for the Company's Common Stock have typically been the fifteenth day of January, April, July and October. DETAILED STATEMENTS The Bank will send each participant a detailed statement showing all pertinent information with respect to the account. Statements will be sent after the initial cash investment, after each quarter and each time additional shares are purchased through the supplemental cash investment option. [Page 8] DETAILS OF THE PLAN... The statement will include: - - Total shares held as of the dividend record date - - Dividends received - - Dividends reinvested - - Supplemental cash investments - - Purchase price per share - - Total number of shares purchased - - Any brokerage and/or service fees on shares sold INITIAL INVESTMENT Eligible customers may join the Plan at any time. To participate, just complete, sign and return the Authorization Form to Chemical Bank (formerly Manufacturers Hanover Trust Company) together with your check or money order made payable to Chemical Bank. A preaddressed, postage-paid envelope is provided for this purpose. The Authorization Form serves to initiate participation in the Plan, appoint the Bank as your agent under the Plan and direct the Bank whether to issue cash dividends or reinvest dividends under the Plan. SUPPLEMENTAL CASH INVESTMENTS After your initial cash investment, you may add to your holdings by making supplemental cash investments as frequently as once a month. Your statements from the Bank will include an easy-to-use cash payment form which you complete and send to the Bank along with a check or money order for at least $200, but no more than $60,000 per calendar year, in order to purchase addition shares. HOW IT WORKS Purchases of Common Stock with initial cash investments, supplemental cash investments and reinvested dividends, if any, will be made on a monthly basis on or about the fifteenth of the month. The price of shares of Common Stock purchased on the open market (computed to three decimal places) will be the average price of all such shares of Common Stock purchased by the Bank during the investment period. The price of original issue shares of Common Stock purchased from the Company (computed to three decimal places) will be the average of the daily high and low sale prices of the Common Stock on the fifteenth day of the month or, if the New York Stock Exchange is closed for trading on that day, on the next succeeding day on which the New York Stock Exchange is open for trading. Cash investments must be received by the Bank on or before the fourteenth day of each month in order to be invested during the investment period for that month. For first time participants, an account has to be established before the monies can be invested. It typically takes about two weeks to establish a new account. Neither the Company nor the Bank will pay interest on cash investments pending their investment in Common Stock. [Page 9] FOR INCOME TAX PURPOSES Dividends accruing under the Plan are subject to federal and other income taxes. Your quarterly records can be helpful to a tax adviser in determining the best way to handle your particular financial situation. ADMINISTRATION All communications about the Plan should be sent to the Bank, as agent for the Plan, at the following address: Chemical Bank (formerly Manufacturers Hanover Trust Company) Dividend Reinvestment Department J.A.F. Building P.O. Box 3069 New York, NY 10116-3069 Reference to National Fuel must be made in all correspondence. Telephone inquiries should be directed to Chemical Bank Shareholder Services at 1-800-648-8166 ENROLLMENT PROCEDURE It is easy and convenient to enroll in National Fuel's Customer Stock Purchase Plan. Just complete and sign the enclosed Authorization Form and mail it together with your check for at least $200, but no more than $60,000, in the enclosed postage-paid envelope to Chemical Bank (formerly Manufacturers Hanover Trust Company). Be sure to include your National Fuel Gas Account Number on the form to avoid delay in enrollment. QUESTIONS If you have any questions about enrollment or any provision of the Plan, please call National Fuel at 716-857-6980. After you are a Plan participant, questions about your account should be directed to Chemical Bank at 1-800-648-8166. NATIONAL FUEL GAS COMPANY (THE "COMPANY") IS A PUBLIC UTILITY HOLDING COMPANY THAT ENGAGES IN A BROAD RANGE OF BUSINESSES THROUGH ITS VARIOUS SUBSIDIARIES. THE INFORMATION CONTAINED IN THE BROCHURE IS AS OF SEPTEMBER 30, 1993, AND HIGHLIGHTS SOME OF THE MOST SIGNIFICANT OF THE COMPANY'S BUSINESSES, BUT IS NOT A COMPLETE DESCRIPTION OF THE COMPANY, ITS SUBSIDIARIES OR THEIR BUSINESS ACTIVITIES AND PROSPECTS. THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN. [company logo] NATIONAL FUEL GAS COMPANY CUSTOMER STOCK PURCHASE PLAN [Appendix Page] APPENDIX Graphic or Image Material Description #1 Photograph of Bernard J. Kennedy #2 Titled "National Fuel Gas Distribution Corporation" showing the service area in New York and Pennsylvania #3 Titled "National Fuel Gas Supply Corporation" showing the National Fuel Gas Supply Corporation storage areas and system pipelines in New York and Pennsylvania; other pipeline companies (Transcanada Pipelines Ltd., Tennessee Gas Pipeline Company, CNG Transmission Corp., Transcontinental Gas Pipeline Corp., Columbia Gas Transmission Corp., and Texas Eastern Transmission Corp.) in the northeast #4 Titled "Penn-York Energy Corporation" showing the Penn-York Energy Corporation storage area in New York; system pipeline in New York and Pennsylvania; nonaffiliated customers' service areas in New York, Pennsylvania, Delaware, New Jersey, New Hampshire, Massachusetts, Rhode Island and Connecticut; and the nonaffiliated pipeline customers in Virginia, Maryland, Pennsylvania, New Jersey, New York and in Maine, New Hampshire and Massachusetts #5 Titled "Seneca Resources Corporation" showing Seneca Resources Corporation exploration and production areas in California, Texas, Louisiana and the Gulf of Mexico #6 Titled "Empire Exploration, Inc." showing Empire Exploration, Inc. exploration and production areas in Michigan, Illinois, New York, Pennsylvania, West Virginia and Virginia #7 Titled "The Annual Dividend Rate 1988 - 1993" showing year and annual dividend rate 1988 $1.26 1989 $1.34 1990 $1.42 1991 $1.46 1992 $1.50 1993 $1.54 #8 Titled "High and Low Stock Price by Quarter" showing high and low stock price per quarter for fiscal years 1988 - 1993 (for purposes of this description, dollar amounts are approximate and are rounded to the nearest quarter of a dollar) Fiscal Year 1988 1st quarter high $22.50 low $16.25 2nd quarter high $20.50 low $16.50 3rd quarter high $19.50 low $16.75 4th quarter high $19.00 low $16.75 Fiscal Year 1989 1st quarter high $19.25 low $16.50 2nd quarter high $20.50 low $18.00 3rd quarter high $25.00 low $18.00 4th quarter high $26.25 low $24.00 Fiscal Year 1990 1st quarter high $27.75 low $21.75 2nd quarter high $27.50 low $24.00 3rd quarter high $25.00 low $21.75 4th quarter high $24.75 low $22.00 Fiscal Year 1991 1st quarter high $24.75 low $22.00 2nd quarter high $23.75 low $22.25 3rd quarter high $24.00 low $22.50 4th quarter high $24.00 low $22.50 Fiscal Year 1992 1st quarter high $25.25 low $23.50 2nd quarter high $25.75 low $23.50 3rd quarter high $26.00 low $23.50 4th quarter high $29.00 low $25.25 Fiscal Year 1983 1st quarter high $30.50 low $24.50 2nd quarter high $33.50 low $29.25 3rd quarter high $33.50 low $28.75 4th quarter high $36.75 low $32.25 EX-99 4 AUTHORIZATION FORM FOR CUSTOMER STOCK PURCH PLAN EXHIBIT EX-99[.3] [company logo] [company logo] AUTHORIZATION FORM - NATIONAL FUEL GAS COMPANY CUSTOMER STOCK PURCHASE PLAN I hereby appoint Chemical Bank as my agent, subject to the terms and conditions of the Customer Stock Purchase Plan as set forth in the accompanying prospectus, and authorize Chemical Bank, as such agent, to invest initial cash investments and supplemental cash investments in the Common Stock of National Fuel Gas Company issued for this purpose and/or purchased on the open market for this purpose and to reinvest dividends in accordance with the election specified on the reverse of this card. This authorization and appointment are given with the understanding that I may terminate them by terminating my account as provided in the section "Withdrawal from the Plan" in the accompanying prospectus. IF THE COMPLETED AUTHORIZATION FORM AND CHECK FOR THE INITIAL CASH INVESTMENT IS NOT RECEIVED BY THE AGENT AT LEAST TWO WEEKS PRIOR TO THE MONTHLY INVESTMENT OF CASH INVESTMENTS ON OR ABOUT THE FIFTEENTH OF THE MONTH, PARTICIPATION IN THE PLAN MAY NOT BECOME EFFECTIVE UNTIL THE FOLLOWING MONTHLY INVESTMENT DATE. ___________________________________ Account Signature ___________________________________ (Two signatures required for joint ownership of shares.) ___________________________________ ___________________________________ Date CONTINUED ON REVERSE SIDE I wish to enroll in the Customer Stock Purchase Plan of National Fuel Gas Company and have enclosed a check made payable to Chemical Bank for the amount indicated below: Amount of check enclosed:$_________________________________ (Minimum of $200 and Maximum of $60,000) I wish to have dividends on all shares of Common Stock purchased for my account under the Plan treated as follows: _______ Reinvest all dividends in additional shares of Common Stock. _______ Receive all dividends in cash. REGISTRATION INFORMATION The following are examples of registrations which will be accepted for the Customer Stock Purchase Plan: INDIVIDUAL: John R. Smith JOINT: John R. Smith and Mary A. Smith (as Joint Tenants with Right of Survivorship) CUSTODIAN: John R. Smith, Custodian for Ann B. Smith (under the Uniform Gifts to Minors Act) The individual owner, one of the joint owners or the custodian must be a customer of National Fuel Gas Company to participate in the Plan (see prospectus). FEDERAL FORM W-9 CERTIFICATION: Under penalties of perjury, I certify that (1) the Social Security number on this form is my correct taxpayer identification number; and (2) I am not subject to backup withholding because (a) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding. NOTE: If you have been notified by the IRS that you are subject to backup withholding due to underreporting and you have not received notice from the IRS that such backup withholding is terminated you must strike through the language in clause (2) above. ACCOUNT REGISTRATION - PLEASE PRINT CLEARLY ___________________________________ Social Security No. ___________________________________ National Fuel Account Number ____________________________________________________________________ Name ____________________________________________________________________ Name (if joint ownership) ____________________________________________________________________ Street ____________________________________________________________________ City State Zip (____)______________________________________________________________ Area Code Telephone No. PLEASE READ AND SIGN THE REVERSE SIDE OF THIS FORM. EX-99 5 ENVELOPE FOR CUSTOMER STOCK PURCHASE PLAN EXHIBIT EX-99[.4] [FRONT OF POSTAGE-PAID ENVELOPE] NATIONAL FUEL GAS COMPANY NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES BUSINESS REPLY MAIL FIRST CLASS MAIL PERMIT NO. 3455 NEW YORK, NY POSTAGE WILL BE PAID BY ADDRESSEE CHEMICAL BANK DIVIDEND REINVESTMENT DEPARTMENT CHURCH STREET STATION PO BOX 24634 NEW YORK NY 10242-4634 [BACK OF POSTAGE-PAID ENVELOPE] The material you are enclosing will be processed through accounting machines. Please do not bend, fold, staple or mutilate. Thank you. -----END PRIVACY-ENHANCED MESSAGE-----