-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mw8fHnq7EiQWfZglqxIcwydluIl20O5gGwOVr3VT5b7f40bw8GWaxmLsV44JeNoH eVeu/AyBvlqOsPOmRhkW2w== 0000070145-96-000075.txt : 19961118 0000070145-96-000075.hdr.sgml : 19961118 ACCESSION NUMBER: 0000070145-96-000075 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08943 FILM NUMBER: 96663355 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 1: 10 LAFAYETTE SQ STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 U-1/A 1 AMENDMENT NO. 1 1 \pad\kgs\u-1\shares.doc File Number 70-8943 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM U-1/A AMENDMENT NO. 1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 By NATIONAL FUEL GAS COMPANY 10 Lafayette Square Buffalo, New York 14203 (Registered Holding Company) Names and addresses of agents for service: Philip C. Ackerman, Senior Vice President National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Curtis W. Lee, Esq. 10 Lafayette Square Buffalo, New York 14203 7 PAD\KGS\U-1\SHARES.DOC File Number 70-8943 The U-1 is restated in its entirety to read as follows: Introduction National Fuel Gas Company ("National"), is a public utility holding company registered under the Public Utility Holding Company Act of 1935 ("Act"), and is in the business of owning and holding all of the outstanding securities of nine subsidiary companies which are principally engaged in the natural gas business, including exploration, production, purchasing, marketing, gathering, transmission, storage and distribution. Item 1. PROPOSED TRANSACTIONS On September 19, 1996, the Board of Directors of National adopted resolutions, and amended National's by-laws, to provide that outside directors shall receive a portion of their annual retainer in common stock of National ("Shares Payment Policy"). Accordingly, on a quarterly basis, shares of National Fuel Gas Company common stock par value $1.00 ("Common Stock") will be issued to each non-employee director in partial payment of that director's retainer. There will be a proration of such payments for any quarter during which a non-employee director has rendered only partial service. The Common Stock thereby issued shall not be transferable until the later of two years from date of issuance or six months after the director's cessation of service as a director. Directors of National who are also employees of National receive no payments for their services as directors while they are employees, and they will not be affected by the Shares Payment Policy. The payment of a portion of the non-employee directors' fees in Common Stock will result in those directors acquiring a greater proprietary interest in National, which will be beneficial to the company and its Shareholders since such directors' compensation will be more closely tied to the performance of National. Initially, one hundred shares will be issued to each outside director on a quarterly basis as partial payment of his/her retainer. The Board will, from time to time, make such adjustments in the number of shares issuable to each director under the Shares Payment Policy, as the Board, in its discretion, deems appropriate in light of then existing circumstances (including, but not limited to, the then existing market value of the Common Stock). One hundred thousand shares of Common Stock have been reserved for issuance pursuant to the Shares Payment Policy. Those shares may be authorized but unissued shares or treasury shares. The Board may adjust the number of shares reserved pursuant to the Shares Payment Policy or that may be issued pursuant thereto, in order to prevent dilution or enlargement in the event of a stock split, reverse stock split, reorganization or similar event with respect to which the Board determines that an equitable adjustment is appropriate. National will seek Shareholder approval of the Shares Payment Policy at its next annual meeting, which is currently scheduled to be held on February 20, 1997. National requests (i) authority to solicit proxies from its Shareholders for approval of the Shares Payment Policy at the meeting and (ii) that the effectiveness of its declaration with respect to the solicitation be permitted to become effective immediately as provided for in Rule 62(d). The first Common Stock disbursement under the Shares Payment Policy will be for the quarter beginning January 1, 1997. AUTHORIZATIONS SOUGHT National herein seeks authorization to: 1. solicit proxies with respect to the approval of the Shares Payment Policy at its next annual meeting of Shareholders which is currently scheduled for February 20, 1997. 2. implement the Shares Payment Policy; more specifically, to do the following through December 31, 2001: a. effective January 1, 1997 to issue up to 100,000 shares of Common Stock pursuant to the Shares Payment Policy (which shares may be authorized but unissued shares, treasury shares, or a combination thereof). b. adjust the number of shares of Common Stock that may be issued under the Shares Payment Policy. In the event the Commission deems periodic reporting to be appropriate with respect to the authorizations requested above, it is further requested that National be allowed to file Certificates of Notification within forty-five days after the end of the quarter during which shares are issued. Item 2. Fees, Commissions and Expenses It is estimated that the expenses to be incurred by National in connection with the Proposed Transactions are as follows: Fees to the Commission for filing proxy material under the Security Exchange Act of 1934 $ 125 Printing and mailing of proxy material $115,000 Expenses associated with the annual meeting of Shareholders $ 63,000 Fees and expenses of Chemical Mellon Shareholder Services, Inc. Transfer Agent and Registrar $ 15,000 Morrow & Co., Inc., proxy solicitation services $ 5,500 New York Stock Exchange Listing Application $ 1,500 Legal Fees (New Jersey Counsel) $ 3,000 Miscellaneous out-of-pocket expenses $ 5,000 ---------- $208,125 Item 3. Applicable Statutory Provisions Sections 6(a) and 7 of the Act are deemed to be applicable to the proposed issuance of Common Stock. Section 12(e) of the Act and Rules 62(d) and 65 are deemed applicable to the solicitation of proxies for the annual meeting of Shareholders. To the extent that the Proposed Transactions are considered by the Commission to require authorization, approval or exemption under any section of the Act or provision of the rules or regulations other than those specifically referred to herein, request for such authorization, approval or exemption is hereby made. Item 4. Regulatory Approval No State commission and no other Federal commission has jurisdiction over the Proposed Transactions. Item 5. Procedure Pursuant to the provisions of Rule 62, the Commission is requested to issue an Order permitting the Declaration to become effective immediately with respect to the solicitation of proxies for the holders of Common Stock, in order to allow National sufficient time for the preparation, printing and timely mailing of proxy solicitation materials for National's upcoming Annual Meeting of Stockholders. In order to allow National adequate time for the implementation of the Shares Payment Policy effective January 1, 1997, it is hereby requested that the Commission issue an order authorizing implementation of the Shares Payment Policy by December 15, 1996. It is submitted that a recommended decision by a hearing or other responsible officer of the Commission is not needed with respect to the proposed transactions. The Office of Public Utility Regulation of the Division of Investment Management may assist in the preparation of the Commission's decision. There should be no waiting period between the issuance of the Commission's order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements The following exhibits are made a part of this statement: (a) Exhibits A-1 Certificate of Incorporation of National, as restated. (Incorporated by reference to Exhibit 10-00, Form 10-K for fiscal year ended September 30, 1991 in File No. 1-3880; Exhibit 3.1 to Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880; Exhibit 3.2 to Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880; and Exhibit EX-3(a), Form 10-K for fiscal year ended September 30, 1992 in File No. 1-3880.) *A-2 Bylaws of National, as amended through September 19, 1996. *A-3 Draft of Notice of Annual Meeting and Proxy Statement proposed to be used in connection with the annual meeting of Shareholders . *F Opinion of counsel. H Proposed notice pursuant to Rule 22(f) (b) Financial Statements Not applicable - ------------------------ *To be submitted by Amendment. Item 7. Information as to Environmental Effects The proposed transactions involve no major federal action significantly affecting the human environment. No Federal or state agency has prepared or is preparing an environmental impact statement. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL FUEL GAS COMPANY By: /s/Philip C. Ackerman Philip C. Ackerman Senior Vice President Date: November 14, 1996 EX-99 2 PROPOSD NOTICE 2 Exhibit H [Suggested Form of Notice of Proposed Transaction] UNITED STATES OF AMERICA before the SECURITIES EXCHANGE COMMISSION PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (Rel. No. ____________) - ------------------------------------ In the Matter of NATIONAL FUEL GAS COMPANY 10 Lafayette Square Buffalo, New York 14203 ( ) - ------------------------------------ NOTICE OF PROPOSAL TO ISSUE COMMON STOCK IN PARTIAL PAYMENT OF DIRECTORS' FEES National Fuel Gas Company ("National"), 10 Lafayette Square, Buffalo, New York 14203, a registered holding company, has filed a declaration pursuant to Sections 6(a), 7, and 12(e) of the Public Utility Holding Company Act of 1935, as amended, and rule 65 promulgated thereunder. On September 19, 1996, the Board of Directors of National adopted resolutions, and amended National's by-laws, to provide that outside directors shall receive a portion of their annual retainer in common stock of National ("Shares Payment Policy"). Accordingly, on a quarterly basis, shares of National Fuel Gas Company common stock par value $1.00 ("Common Stock") will be issued to each non-employee director in partial payment of that director's retainer. The Common Stock thereby issued shall not be transferable until the later of two years from date of issuance or six months after the director's cessation of service as a director. Initially, one hundred shares will be issued to each outside director on a quarterly basis as partial payment of his/her retainer. The Board will, from time to time, make such adjustments in the number of shares issuable to each director under the Shares Payment Policy, as the Board, in its discretion, deems appropriate in light of then existing circumstances (including, but not limited to, the then existing market value of the Common Stock). One hundred thousand shares of Common Stock have been reserved for issuance pursuant to the Shares Payment Policy. Those shares may be authorized but unissued shares or treasury shares. The Board may adjust the number of shares reserved pursuant to the Shares Payment Policy or that may be issued pursuant thereto, in order to prevent dilution or enlargement in the event of a stock split, reverse stock split, reorganization or similar event with respect to which the Board determines that an equitable adjustment is appropriate. National will seek Shareholder approval of the Shares Payment Policy at its next annual meeting, which is currently scheduled to be held on February 20, 1997. The first Common Stock disbursement under the Shares Payment Policy will be for the quarter beginning January 1, 1997. The application-declaration is available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by _____________________, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicant-declaration at the address specified above. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any application-declaration, as filed, and as it may be further amended, may be granted and permitted to become effective. -----END PRIVACY-ENHANCED MESSAGE-----