-----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, rd3zifjwRvPDplW6cxOd+xy/0p4hrmMe9U9art9vcSnN77oGnQlfkhMFY2dALzZF L4UCks1eAxymgs38RmldQg== 0000070145-94-000057.txt : 19940701 0000070145-94-000057.hdr.sgml : 19940701 ACCESSION NUMBER: 0000070145-94-000057 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03880 FILM NUMBER: 94536908 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1993 NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES (Full title of the Plan) 10 Lafayette Square, Buffalo, New York 14203 (Address of the Plan) NATIONAL FUEL GAS COMPANY (Name of issuer of the securities held pursuant to the Plan) 30 Rockefeller Plaza, New York, New York 10112 (Address of principal executive office) REQUIRED INFORMATION (1) Plan financial statements and schedules prepared in accordance with financial reporting requirements of ERISA. See accompanying Index on page 3. (2) Exhibits Exhibit Number Description of Exhibit (1) Consent of Independent Accountants NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Number Report of Independent Accountants 4 Financial Statements: Statement of Assets Available for Plan Benefits at December 31, 1993 with Comparative Totals at December 31, 1992 5 - 6 Statement of Changes in Assets Available for Plan Benefits for the Year Ended December 31, 1993 with Comparative Totals for the Year Ended December 31, 1992 7 - 8 Notes to Financial Statements 9 - 12 Schedules: Schedule I - Assets Held for Investment at December 31, 1993 13 Schedule II - Five Percent Reportable Items for the Year Ended December 31, 1993 14 Signatures 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrative Committee of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees In our opinion, the accompanying statement of assets available for plan benefits and the related statement of changes in assets available for plan benefits present fairly, in all material respects, the assets of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees at December 31, 1993, and the changes in its assets for the year then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Administrative Committee; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Administrative Committee, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. We have previously audited, in accordance with generally accepted auditing standards, the statement of assets available for plan benefits as of December 31, 1992 and the related statement of changes in assets available for plan benefits for the year then ended (not presented herein) and in our report dated June 25, 1993 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of assets available for plan benefits as of December 31, 1992 and the condensed statement of changes in assets available for plan benefits for the year ended December 31, 1992, when read in conjunction with the financial statements from which it has been derived, is fairly stated in all material respects in relation thereto. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE Buffalo, New York June 27, 1994
NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1992 Participant Salary Reductions Vanguard Funds Employer Vanguard National Fuel International Contributions Investment Gas Company Equity Common Stock GIC Contract Common Stock Index Index Fund - Fund B Fund Trust Fund A Trust-500 Pacific Portfolio ASSETS Investments at market (historical cost $42,778,287 and $35,675,561, respectively) $20,950,979 $3,969,856 $5,277,797 $10,575,693 $7,813,632 $552,639 Receivables Employer Contributions 167,798 - - - - - Participant Salary Reductions 83 - 63,312 117,364 126,451 13,675 Notes Receivable Participant Loans - - - - - - Total Assets Available for Plan Benefits $21,118,860 $3,969,856 $5,341,109 $10,693,057 $7,940,083 $566,314 See accompanying notes to financial statements. International Equity Money Market Total Participant Total all Funds Combined Index Fund - Reserves, Inc. Bond Market Loan December 31, European Portfolio -Prime Portfolio Account 1993 1992 $714,126 $1,676,439 $2,154,381 $ - $53,685,542 $42,661,660 - - - - 167,798 156,557 17,419 18,800 36,258 - 393,362 337,641 - - - 2,351,305 2,351,305 1,552,316 $731,545 $1,695,239 $2,190,639 $2,351,305 $56,598,007 $44,708,174 NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1992 Participant Salary Reductions Vanguard Funds Employer Vanguard National Fuel International Contributions Investment Gas Company Equity Common Stock GIC Contract Common Stock Index Index Fund - Fund B Fund Trust Fund A Trust-500 Pacific Portfolio Investment Income From National Fuel Gas Company Common Stock Funds $ 880,454 $ - $ - $ 453,664 $ - $ - Interest Income - 329,614 283,647 - - - Investment Income from Mutual Funds - - - - 195,153 3,346 Total Investment Income 880,454 329,614 283,647 453,664 195,153 3,346 Net Appreciation in Fair Value of Investments 2,510,302 - - 1,329,173 463,817 83,122 Employer Matching Contributions 2,101,612 - - - - - Participant Salary Reductions - - 707,768 1,167,225 1,254,404 131,275 Rollovers and Other Individual Transfers In 17,239 13,744 13,154 37,733 38,788 - Payments to Participants or Beneficiaries (560,144) (131,098) (121,535) (317,971) (79,414) - Transfers (to)/from Associated Funds (3,559) (49,576) 96,024 (652,094) (268,318) 105,289 Increase in Assets Available for Plan Benefits During the Year 4,945,904 162,684 979,058 2,017,730 1,604,430 323,032 Assets Available for Plan Benefits: Beginning of Year 16,172,956 3,807,172 4,362,051 8,675,327 6,335,653 243,282 End of Year $21,118,860 $3,969,856 $5,341,109 $10,693,057 $7,940,083 $566,314 See accompanying notes to finacial statements. International Equity Money Market Total Participant Total all Funds Combined Index Fund - Reserves, Inc. Bond Market Loan December 31, European Portfolio -Prime Portfolio Account 1993 1992 $ - $ - $ - $ - $ 1,334,118 $ 1,134,331 - - - 164,352 777,613 869,186 6,669 47,978 147,646 - 400,792 338,251 6,669 47,978 147,646 164,352 2,512,523 2,341,768 115,845 - 26,409 - 4,528,668 4,188,180 - - - - 2,101,612 1,875,326 170,144 210,320 366,880 - 4,008,016 3,641,181 - 3,253 2,517 - 126,428 - (2,194) (89,168) (84,825) (1,065) (1,387,414) (2,166,054) 112,725 76,904 (53,097) 635,702 - - 403,189 249,287 405,530 798,989 11,889,833 9,880,401 328,356 1,445,952 1,785,109 1,552,316 44,708,174 34,827,773 $731,545 $1,695,239 $2,190,639 $2,351,305 $56,598,007 $44,708,174
NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF PLAN General: The following description of the National Fuel Gas Company Tax-Deferred Savings Plan For Non-Union Employees ("Plan") is provided for general information purposes, and is qualified in its entirety by reference to the Plan. The Plan was adopted July 26, 1984, effective as of July 1, 1984, and has been amended and restated since that time. It is subject to certain provisions of the Employee Retirement Income Security Act of 1974. Eligibility and Participation: Originally, the Plan was established for the benefit of professional, administrative or executive (i.e. salaried) employees of National Fuel Gas Company and its subsidiaries ("Company"). Persons who were salaried employees on July 1, 1984, were eligible to participate at that date. Effective on various dates since July 1, 1984, most non-union non-salaried employees of the Company became eligible to participate in the Plan. New employees must complete six full months of employment and have attained age 21 in order to become eligible to participate. Contributions: Plan participants who are supervisors or executives, except those who are employed by (a) Utility Constructors, Inc. ("UCI") or (b) Seneca Resources Corporation (outside of New York or Pennsylvania) ("Seneca Resources"), may direct the Company to reduce their base salaries by a specified full percentage of at least 2% and not more than 12%. These salary reductions are subject to certain Plan and Internal Revenue Code limitations, and the Company remits them to the Plan Trustee on the participants' behalf. In addition, the Company makes an employer matching contribution for these supervisory/executive employees that ranges from 2% to 6% of the participant's base pay, depending on their years of service and rate of salary reduction contributions. No supervisory or executive employee is eligible to make future contributions to the National Fuel Gas Company Employees' Thrift Plan ("Thrift Plan"). Plan participants who are supervisors or executives and employed by UCI or Seneca Resources may direct the Company to reduce their base salaries by a specified full percentage of at least 2% and not more than 15%. All non-union, non-supervisory employees of the Company who are Plan participants may also direct the Company to reduce their base salaries by a specified full percentage of at least 2% and not more than 15%. The 15% limit is reduced by 1% for each percent of base salary contributed to the Thrift Plan. The Company makes an employer matching contribution for these employees that ranges from 1% to 3.5% of the participants' base salary, depending upon their years of service and rate of salary reduction contributions. The employer matching contributions are contributed first to the Thrift Plan to the extent permitted under the Thrift Plan, and then the remainder, if any, is contributed to the Plan. Only non-union, non-supervisory employees are eligible to make future contributions to the Thrift Plan. "Base salary" is defined in the Plan generally to mean a participant's base annual salary for a payroll period. An individual participant's salary reduction contributions to the Plan are subject to ceilings imposed by the Tax Reform Act of 1986. However, Company matching contributions are not subject to such ceilings. The ceiling was $8,994 for 1993 and will be $9,240 for 1994. The ceiling is scheduled to continue to increase in subsequent years, with increases in the cost of living. Participants' accounts, including all salary reduction contributions, employer matching contributions, and the increments thereon, are at all times fully vested and nonforfeitable. Investment alternatives for salary reduction contributions: Participants may invest their salary reduction contributions in the common stock of National Fuel Gas Company ("National Stock Fund A"), the Vanguard Investment Contract Trust and/or in one or more of five mutual funds, in increments of 10%. A separate account is maintained for each participant showing his interest in each fund. The National Stock Fund A allows participants to invest their salary reduction contributions in a fund consisting primarily of National Fuel Gas Company common stock. This fund also maintains a small cash position in Vanguard Money Market Reserves and may also include receivables and/or payables for unsettled security transactions and receivables for accrued dividends. The Vanguard Investment Contract Trust invests primarily in investment contracts issued by insurance companies, commercial banks, and other similar types of fixed principal investments. Five mutual funds are currently offered by The Vanguard Group of Investment Companies; the Vanguard Index Trust-500 Portfolio, which invests in publicly-traded common stocks and attempts to duplicate the investment performance of the Standard & Poors 500 Composite Price Index; the Vanguard Money Market Reserves, Inc.-Prime Portfolio, which invests in money market instruments which mature in one year or less; the Vanguard Total Bond Market Portfolio, which invests in bonds and other "fixed-income" securities and seeks to duplicate the investment performance of the Lehman Brothers Aggregate Bond Index; the Vanguard International Equity Index Fund - Pacific Portfolio, which attempts to provide investment results paralleling those of the Morgan Stanley Capital International Pacific Index, a diversified index of common stocks of companies located in Japan, Australia, New Zealand, Hong Kong and Singapore; and the Vanguard International Equity Index Fund - European Portfolio, which attempts to provide investment results that correspond to the price and yield performance of European stocks, in the aggregate, as represented by the Morgan Stanley Capital International Europe (Free) Index. The guaranteed investment fund ("GIC Fund") consists of a continuing deposit guaranteed investment contract ("GIC") issued by Provident National Assurance Company ("Provident"), which has a term of August 1, 1991 through July 31, 1994 and provides an effective annual interest rate of 7.64%, and a GIC issued by Continental Assurance Company ("CNA"), which has a term of August 1, 1990 through August 1, 1994, and provides an effective annual interest rate of 9.42%. Participant salary reductions for participants selecting the GIC investment alternative were invested in the Provident 7.64% GIC through July 1992. Since that time, participant salary reductions have been invested in the Vanguard Investment Contract Trust. The CNA and Provident contracts continue to earn interest even though they no longer accept contributions. Participants may, in accordance with the rules and restrictions of the Plan, transfer existing balances among the available investment funds, reduce or increase the percentage of salary reduction elected, redirect their current salary reduction contributions into different investment funds, or suspend salary reduction contributions altogether. Employer Matching Contributions: Employer matching contributions are invested in a fund consisting primarily of the common stock of National Fuel Gas Company ("National Stock Fund B"). This fund also maintains a small cash position in Vanguard Money Market Reserves and may also include receivables and/or payables for unsettled security transactions and receivables for accrued dividends. A separate account is maintained for each participant showing his interest in this fund. Participants may not redirect their interests in this fund into any other fund. Withdrawals, loans and distributions: Plan participants (or their beneficiaries) may receive distributions from the Plan upon death, retirement, disability or other termination, in accordance with a qualified domestic relations order, or in the event of hardship, subject to the Plan's limitations and restrictions. Additionally, Plan participants may borrow from their accounts in accordance with various Plan rules. In certain cases, participants may postpone receipt of Plan distributions. Administration: National Fuel Gas Company is the Administrator of the Plan. A Tax-Deferred Savings Plan Committee appointed by National Fuel Gas Company's Board of Directors exercises National Fuel Gas Company's duties as Administrator. The assets of the Plan are held by the Trustee, Vanguard Fiduciary Trust Company ("Vanguard"). National Fuel Gas Company has the right to terminate, amend, or modify the Plan at any time. The Plan is not required to be insured by the Pension Benefit Guaranty Corporation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of accounting and valuation: The accounts of the Plan are maintained on the accrual basis. National Stock Funds A and B are reported on a current value basis using the quoted market value of National Fuel Gas Company common stock and the value of the cash positions and receivables at the close of the Plan year. Mutual funds are reported on a current value basis, using quoted market values of the investments at the close of the Plan year. Guaranteed investment contracts in the GIC Fund are reported at contract value at the close of the Plan year. The investment contracts in the Vanguard Investment Contract Trust are carried at fair value, which approximates contract value, as determined by the Vanguard Investment Contract Trust's Investment Committee. National Fuel Gas Company stock distributed to participants is reflected at market. Administrative expenses: Expenses related to administration of the Plan and Trust are borne by the Company. The Company paid Vanguard $30,324 for services rendered in connection with the Plan and Trust for the year ended December 31, 1993. Brokerage commissions and similar costs of acquiring or selling securities (if any) that are incurred by a participant investment fund are borne by the participant. Reclassification: At December 31, 1993, certain prior year amounts have been reclassified to conform to current year presentation. NOTE 3 - INCOME TAXES The Company received a favorable determination letter from the Internal Revenue Service regarding the Plan. Accordingly, no provision for income taxes has been recorded. NOTE 4 - PARTIES-IN-INTEREST For the Plan years ended December 31, 1993 and 1992, there were no known prohibited transactions with parties-in-interest as defined in ERISA Sections 406 and 407(a) and Internal Revenue Code Section 4975(c). SCHEDULE I NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1993 Number of Shares Percentage Name of Issuer and Title or Historical Market of Total of Issue Principal Amount Cost Value Investments National Fuel Gas Company Stock Funds (1) National Stock Fund A 864,734 $ 7,499,811 $10,575,693 National Stock Fund B 1,713,081 13,856,502 20,950,979 2,577,815 21,356,313 31,526,672 58.7% Vanguard Mutual Funds (2) Index Trust-500 Portfolio 178,271 7,221,969 7,813,632 International Equity Index Fund - Pacific Portfolio 54,555 484,585 552,639 International Equity Index Fund - European Portfolio 60,112 622,409 714,126 Money Market Reserves, Inc. -Prime Portfolio 1,676,439 1,676,439 1,676,439 Total Bond Market Portfolio 214,153 2,168,919 2,154,381 2,183,530 12,174,321 12,911,217 24.0% Common/Collective Trust (3) Vanguard Investment Contract Trust 5,277,797 5,277,797 5,277,797 9.8% Guaranteed Investment Contracts Continental Assurance Company GIC Policy, 9.42%, due 8/01/94 $2,789,312 2,789,312 2,789,312 Provident National Assurance Company GIC Policy, 7.64%, due 7/31/94 1,180,544 1,180,544 1,180,544 $3,969,856 3,969,856 3,969,856 7.5% Total Investments $42,778,287 $53,685,542 100.0% (1) Number of shares represents shares in the fund, not shares of National Fuel Gas Company common stock. (2) The financial statements of the mutual funds have been filed with the Securities and Exchange Commission by the Vanguard Group of Investment Companies, investment companies registered under the Investment Company Act of 1940. (3) The audited annual report for the Vanguard Investment Contract Trust has been filed with the Department of Labor by the Vanguard Fiduciary Trust Company. The entity's tax identification number is 23-695-3141. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES (Name of Plan) By: /s/Joseph P. Pawlowski Joseph P. Pawlowski Treasurer, Principal Accounting Officer and Member of the Tax-Deferred Savings Plan Committee Date: June 29, 1994 EX-23 2 EXHIBIT 1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 33-17341 and 2-97641), as amended, of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees of our report dated June 27, 1994 appearing on page 4 of this Form 11-K. PRICE WATERHOUSE Buffalo, New York June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----