-----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, N2hXhg5AqBS1etXo/aREAP+JST0j7TuDRbBJi18fVwPdud8Tr1jbDvLVgdt7I78u IOmpG78WJIqmzO2kw3CwMQ== 0000070145-00-000003.txt : 20000207 0000070145-00-000003.hdr.sgml : 20000207 ACCESSION NUMBER: 0000070145-00-000003 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000204 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-03880 FILM NUMBER: 524208 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 DEFA14A 1 PROXY NATIONAL FUEL GAS COMPANY PROXY/VOTING INSTRUCTION CARD SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS, FEBRUARY 17, 2000 PLACE: THE RITZ-CARLTON, MANALAPAN, FLORIDA The undersigned hereby appoints B. J. Kennedy, P. C. Ackerman, and A. M. Cellino, and each or any of them, Proxies with full power of substitution and revocation in each, to vote all the shares of Common Stock held of record by the undersigned on December 20, 1999, at the Annual Meeting of Stockholders of National Fuel Gas Company or at any adjournment of the meeting, on each of the items on the reverse side and in accordance with the directions given there, and, in their discretion, on all other matters that may properly come before the Annual Meeting or any adjournment thereof. THIS PROXY MAY BE REVOKED WITH THE SECRETARY OF THE MEETING AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY STATEMENT. EMPLOYEE BENEFIT PLANS. This card also provides voting instructions for shares held in the National Fuel Gas Company Employee Stock Ownership Plans, the National Fuel Gas Company Employees' Thrift Plan, and the National Fuel Gas Company Tax-Deferred Savings Plans. If you are a participant in any of these plans and have shares of the Common Stock of the Company allocated to your account under these plans, please read the following authorization to the Trustees of those plans as to the voting of such shares. TRUSTEES' AUTHORIZATION. The undersigned authorizes The Chase Manhattan Bank, N.A. as Trustee of the National Fuel Gas Company Employee Stock Ownership Plans and the National Fuel Gas Company Employees' Thrift Plan and/or authorizes Vanguard Fiduciary Trust Company as Trustee of the National Fuel Gas Company Tax-Deferred Savings Plans to vote all shares of the Common Stock of the Company allocated to the undersigned's account under such plan(s) (as shown on the reverse side) at the Annual Meeting, or at any adjournment thereof, in accordance with the instructions on the reverse side. INCOMPLETE DIRECTIONS AND INSTRUCTIONS. IF THIS CARD IS RETURNED SIGNED BUT WITHOUT DIRECTIONS MARKED FOR ONE OR MORE ITEMS, REGARDING THE UNMARKED ITEMS, YOU ARE INSTRUCTING THE TRUSTEE(S) AND GRANTING THE PROXIES DISCRETION TO VOTE FOR ITEMS 1,2,3 AND 4 AND AGAINST ITEM 5. YOU MAY REVOKE YOUR INSTRUCTIONS BY NOTICE TO THE TRUSTEE(S) AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY STATEMENT. THIS PROXY/VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE. PLEASE VOTE BY TELEPHONE, OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY. - -------------------------------------------------------------------------------- FOLD AND DETACH HERE YOUR VOTE IS IMPORTANT! YOU CAN VOTE IN ONE OF TWO WAYS: 1. Call TOLL FREE 1-800-840-1208 on a touch-tone telephone and follow the instructions found on the reverse side. Or 2. Mark, sign and date your proxy/voting card and return it promptly in the enclosed envelope. PLEASE VOTE In order to reduce the costs associated with producing and mailing your Annual Report and Proxy Statement in future years, we urge you to elect on your proxy card that you would like to view your Annual Report and Proxy Statement electronically via the Internet. Your election can be revoked at anytime by calling 1-800-648-8166. You will continue to receive your proxy card in the mail, regardless of your election. You will receive further directions regarding the Internet viewing process in the future for next year's Annual Report and Proxy Statement. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. SEE REVERSE SIDE FOR IMPORTANT PROVISIONS AND ADDITIONAL INSTRUCTIONS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4 AND AGAINST ITEM 5. Please mark your vote as indicated in this example. /X/ FOR WITHHOLD all nominees for all (except as marked to nominees the left) Item 1 - Election of the following nominees as Directors: / / / / For three-year terms which expire in 2003 - 01) E. T. Mann 02) G.L. Mazanec WITHHOLD for the following only. Write name(s) below. _____________________________________________________ Item 2 - Appointment of independent accountants. FOR AGAINST ABSTAIN / / / / / / Item 3 - Approval of the Annual At Risk Compensation FOR AGAINST ABSTAIN Incentive Plan / / / / / / Item 4 - Approval of Amendments to the 1997 Award & FOR AGAINST ABSTAIN Option Plan / / / / / / THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 5. Item 5 - Adoption of, if presented at the Meeting, FOR AGAINST ABSTAIN a shareholder proposal. / / / / / / WILL ATTEND MEETING / /
I consent to future access of the Annual Reports and Proxy Statements electronically via the Internet. I understand that the Company may no longer distribute printed materials to me for any future shareholder meeting until such consent is revoked. / / **WE ENCOURAGE YOU TO VOTE BY TELEPHONE TOLL FREE. PLEASE READ THE INSTRUCTIONS BELOW** (Signature of Stockholder(s))______________________________ Dated: ____________ Please sign your name as it appears on this proxy/voting instruction card and return the completed card in the enclosed envelope. When signing as an attorney, executor, administrator, trustee, guardian or other representative, please give title as such. If signer is a corporation, please sign full corporate name by duly authorized officer and attach corporate seal. For joint accounts, each joint owner should sign. - ------------------------------------------------------------------------------- PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE [GRAPHIC OF TELEPHONE] VOTE BY TELEPHONE - TOLL FREE [GRAPHIC OF TELEPHONE] QUICK *** EASY *** IMMEDIATE Your telephone vote authorizes the named proxies/trustees to vote your shares in the same manner as if you marked, signed and returned your proxy card. - - You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form. OPTION #1: To vote as the Board of Directors recommends on ALL proposals. WHEN ASKED, PLEASE CONFIRM BY PRESSING 1. OPTION #2: If you choose to vote on each proposal separately, press 0 now and you will hear these instructions: Proposal 1: TO VOTE FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press 9; TO WITHHOLD FOR AN INDIVIDUAL nominee, press 0. If you press 0, enter the two-digit number that precedes the nominee(s) for whom you withhold your vote. Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0. The instructions are the same for all remaining proposals. Your votes will be repeated, please confirm your selections. When prompted, please answer the following: - Will you be attending the Annual Meeting? - Do you consent to future access of the Annual Reports and Proxy Statements electronically via the Internet? (Please read the reverse side) IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY/VOTING INSTRUCTION CARD. THANK YOU FOR VOTING CALL ** TOLL FREE ** ON A TOUCH TONE TELEPHONE 1-800-840-1208 - ANYTIME There is NO CHARGE to you for this call. (Signature of Stockholder(s)) ____________________ Dated:________________ Please sign your name as it appears on this proxy/voting instruction card and return the completed card in the enclosed envelope. When signing as an attorney, executor, administrator, trustee, guardian or other representative, please give title as such. If signer is a corporation, please sign full corporate name by duly authorized officer and attach corporate seal. For joint accounts, each joint owner should sign. ............................................................................... PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE [ART] VOTE BY TELEPHONE -- TOLL FREE [ART] QUICK * * * EASY * * * IMMEDIATE Your telephone vote authorizes the named proxies/trustees to vote your shares in the same manner as if you marked, signed and returned your proxy card. - - You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form. OPTION #1: To vote as the Board of Directors recommends on ALL proposals. WHEN ASKED, PLEASE CONFIRM BY PRESSING 1. OPTION #2: If you choose to vote on each proposal separately, press 0 now and you will hear these instructions: Proposal 1: TO VOTE FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press 9; TO WITHHOLD FOR AN INDIVIDUAL nominee, press 0. If you press 0, enter the two-digit number that precedes the nominee(s) for whom you withhold your vote. Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0. The instructions are the same for all remaining proposals. Your votes will be repeated, please confirm your selections. When prompted, please answer the following: - Will you be attending the Annual Meeting? - Do you consent to future access of the Annual Reports and Proxy Statements electronically via the Internet? (Please read the reverse side) IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY/VOTING INSTRUCTION CARD. THANK YOU FOR VOTING CALL * * TOLL FREE * * ON A TOUCH TONE TELEPHONE 1-800-840-1208 -- ANYTIME There is NO CHARGE to you for this call. -----END PRIVACY-ENHANCED MESSAGE-----