-----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, HbKj4GL4j0WqtznR2YCtodKpvI8XPc7v8L0WpYgw44r3pvEjniMdmf4CqHgtapB4 QJF/ZUbLp2yLKNWv2JEvmg== 0000070145-97-000006.txt : 19970113 0000070145-97-000006.hdr.sgml : 19970113 ACCESSION NUMBER: 0000070145-97-000006 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970110 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-07049 FILM NUMBER: 97503800 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 35-CERT 1 RULE 24 CERTIFICATE UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ____________________________________ In the Matter of National Fuel Gas Company Certificate File No. 70-7049 Pursuant to 70-8109 Rule 24 ____________________________________ This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions referred to below have been carried out in accordance with the terms and conditions of and for the purposes represented by the Declarations of National Fuel Gas Company ("National"), as amended, in the above files, and the Orders dated January 16, 1985 (File No. 70-7049) and March 5, 1993 (File No. 70-8109), of the Securities and Exchange Commission with respect thereto. On September 19, 1996, National's Board of Directors authorized the Chairman and Chief Executive Officer (B. J. Kennedy) to amend the National Fuel Gas Company 1984 Stock Plan and the National Fuel Gas Company 1993 Award and Option Plan (collectively, the "Plans") in connection with recent amendments to Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934. These amendments were accomplished by documents executed by Mr. Kennedy on or about December 11, 1996, effective September 19, 1996, and do not increase the aggregate number of shares which might be issued under the Plans. Copies of the amendments are attached as Exhibits A-1 and A-2. IN WITNESS WHEREOF, National has caused this Certificate to be executed this 10th day of January, 1997. NATIONAL FUEL GAS COMPANY By: /s/ Anna Marie Cellino Anna Marie Cellino Secretary EX-99 2 EXHIBIT A-1 AMENDMENT TO NATIONAL FUEL GAS COMPANY 1984 STOCK PLAN I, Bernard J. Kennedy, pursuant to the authorization granted by the National Fuel Gas Company Board of Directors on September 19, 1996, do hereby execute the following amendment to the National Fuel Gas Company 1984 Stock Plan (the "1984 Plan"), effective September 19, 1996. 1. Section 5(c)(v) of the 1984 Plan is hereby amended (which amendment also applies to all outstanding nonqualified stock options or SARs under the Plan as approved by the Compensation Committee of the Board of Directors on September 19, 1996) to read as follows: "No Option under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order), assignment, pledge or encumbrance, except that all awards of nonqualified stock options or SARs shall be transferable without consideration, subject to all the terms and conditions to which such nonqualified stock options or SARs are otherwise subject, to (i) members of a Key Employee's immediate family as defined in Rule 16a-1 promulgated under the Exchange Act, or any successor rule or regulation, (ii) trusts for the exclusive benefit of the Key Employee or such immediate family members or (iii) entities which are wholly-owned by the Key Employee or such immediate family members, provided that (x) there may be no consideration for any such transfer, and (y) subsequent transfers of transferred Options shall be prohibited except those by will or the laws of descent and distribution. Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and except as provided in the next sentence, the term "Key Employee" shall be deemed to refer to the transferee. The events of termination of employment under Section 6 hereof shall continue to be applied with reference to the original Key Employee and following the termination of employment of the original Key Employee, the Options shall be exercisable by the transferee only to the extent, and for the periods specified in Section 6, that the original Key Employee could have exercised such Option. Except as expressly permitted by this paragraph, an Option shall be exercisable during the Key Employee's lifetime only by him." 2. Section 15 is hereby amended (which amendment also applies to all outstanding Awards under the Plan as approved by of the Compensation Committee of the Board of Directors on September 19, 1996) to read as follows: "At the time a Key Employee is taxable with respect to Options, SARs or Restricted Stock granted hereunder, or the exercise or surrender of the same, the Company shall have the right to withhold from amounts payable to the Key Employee under the Plan or from other compensation payable to the Key Employee in its sole discretion, or require the Key Employee to pay to it, an amount sufficient to satisfy all federal, state and/or local withholding tax requirements. A Key Employee may pay, in whole or in part, such tax withholding amounts by requesting that the Company withhold such amounts of taxes from the amounts owed to the Key Employee or by delivering as payment to the Company, shares of Common Stock having a Fair Market Value less than or equal to the amount of such required withholding taxes. NATIONAL FUEL GAS COMPANY ___________ /s/ Bernard J. Kennedy Dated Bernard J. Kennedy President, Chief Executive Officer and Chairman of the Board of Directors EX-99 3 EXHIBIT A-2 AMENDMENT TO NATIONAL FUEL GAS COMPANY 1993 AWARD AND OPTION PLAN I, Bernard J. Kennedy, pursuant to the authorization granted by the National Fuel Gas Company Board of Directors on September 19, 1996, do hereby execute the following amendment to the National Fuel Gas Company 1993 Award and Option Plan (the "1993 Plan"), effective September 19, 1996. 1. Section 2.10 is amended to read as follows: "Committee means the Compensation Committee of the Board, or such other committee designated by the Board as authorized to administer the Plan. The Committee shall consist of not less than two (2) members of the Board, each of whom shall be a Disinterested Board Member. A Disinterested Board Member means a member who (a) is not a current employee of the Company or a Subsidiary, (b) is not a former employee of the Company or a Subsidiary who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, (c) has not been an officer of the Company, (d) does not receive remuneration from the Company or a Subsidiary, either directly or indirectly, in any capacity other than as a director and (e) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) or (b) of Regulation S-K under the Securities Act of 1933, as amended. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of Section 162(m) of the Code and Rule 16b-3 promulgated under the Exchange Act." 2. Section 5 is amended to add the following sentence immediately after the first sentence of Section 5: Awards covering no more than 300,000 shares of Common Stock (subject to adjustment as provided in paragraph 18) may be granted to any Participant in any fiscal year of the Company. 3. Section 17, is hereby amended (which amendment also applies to all outstanding nonqualified stock options and SARs under the Plan as approved by the Compensation Committee of the Board of Directors on September 19, 1996) to read as follows: "No Award under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order), assignment, pledge or encumbrance, except that all awards of nonqualified stock options or SAR's shall be transferable without consideration, subject to all the terms and conditions to which such nonqualified stock options or SARs are otherwise subject, to (i) members of a Participant's immediate family as defined in Rule 16a-1 promulgated under the Exchange Act, or any successor rule or regulation, (ii) trusts for the exclusive benefit of the Participant or such immediate family members or (iii) entities which are wholly-owned by the Participant or such immediate family members, provided that (x) there may be no consideration for any such transfer, and (y) subsequent transfers of transferred options shall be prohibited except those by will or the laws of descent and distribution. Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and except as provided in the next sentence, the term "Participant" shall be deemed to refer to the transferee. The events of termination of employment under Section 16(c) hereof shall continue to be applied with reference to the original Participant and following the termination of employment of the original Participant, the options shall be exercisable by the transferee only to the extent, and for the periods specified in Section 16(c), that the original Participant could have exercised such option. Except as expressly permitted by this paragraph, an Award shall be exercisable during the Participant's lifetime only by him." 4. Section 19 is hereby amended (which amendment also applies to all outstanding Awards as approved by the Compensation Committee of the Board of Directors on September 19, 1996) to read as follows: "The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the participant to pay to it such tax prior to and as a condition of the making of such payment. A Participant may pay the amount of taxes required by law to be withheld from an Award by requesting that the Company withhold from any payment of Common Stock due as a result of such Award, or by delivering to the Company, shares of Common Stock having a Fair Market Value less than or equal to the amount of such required withholding taxes." 5. Section 24 is hereby amended to read as follows: "The Board may suspend or terminate the Plan at any time. In addition, the Board may, from time to time, amend the Plan in any manner, provided, however, that any such amendment may be subject to stockholder approval (i) at the discretion of the Board and (ii) to the extent that shareholder approval may be required by law, including, but not limited to, the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or regulation. 6. Section 25(h) is deleted, Section 25(i) is renumbered as Section 25(h) and 25(j) is renumbered as 25(i). NATIONAL FUEL GAS COMPANY ____________ /s/ Bernard J. Kennedy Dated Bernard J. Kennedy President, Chief Executive Officer and Chairman of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----