-----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, QiwjSpD1Azas4MnwG96VqlOpcg8vG9eqmJJfX8wENRTX/E0QECtbS6o7uIRACoGQ IGje2NyycYYCbNjMM9zf4Q== 0000070145-95-000050.txt : 19950627 0000070145-95-000050.hdr.sgml : 19950627 ACCESSION NUMBER: 0000070145-95-000050 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950626 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03880 FILM NUMBER: 95549223 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 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES (Full title of the Plan) NATIONAL FUEL GAS COMPANY (Name of issuer of the securities held pursuant to the Plan) 10 Lafayette Square, Buffalo, New York 14203 (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) Signature (3) Exhibits Exhibit Number Description of Exhibit (1) Consent of Independent Accountants TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Number Report of Independent Accountants 4 - 5 Financial Statements: Statement of Assets Available for Plan Benefits, with Fund Information, at December 31, 1994 with Comparative Totals at December 31, 1993 6 - 7 Statement of Changes in Assets Available for Plan Benefits, with Fund Information, for the Year Ended December 31, 1994 with Comparative Totals for the Year Ended December 31, 1993 8 - 9 Notes to Financial Statements 10 - 13 Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1994 14 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1994 15 - 18 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, with fund information, and the related statement of changes in assets available for plan benefits, with fund information, 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, 1994, 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, 1993 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 27, 1994 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, 1993 and the condensed statement of changes in assets available for plan benefits for the year ended December 31, 1993, 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. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net To the Participants and Administrative Committee of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees assets available for benefits of each fund. Schedules I and II and the fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Buffalo, New York June 9, 1995
NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1994 WITH COMPARATIVE TOTALS AT DECEMBER 31, 1993 Employer Participant Salary Reductions Contributions Vanguard Funds National Fuel National Fuel International Gas Company Gas Company Investment Equity Common Stock Common Stock Contract Index Index Fund - Fund B Fund A Trust Trust-500 Pacific Portfolio ASSETS Investments at market (historical cost $48,850,446 and $42,778,287, respectively) $17,252,920 $8,588,280 $6,077,339 $9,184,898 $1,082,085 Receivables Employer Contri- butions 165,464 - - - - Participant Salary Reductions 668 103,615 58,111 134,359 19,149 Notes Receivable Participant Loans - - - - - Total Assets Available for Plan Benefits $17,419,052 $8,691,895 $6,135,450 $9,319,257 $1,101,234 The accompanying notes are an integral part of these 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 1994 1993 $1,212,096 $4,723,503 $2,332,760 $ - $50,453,881 $53,685,542 - - - - 165,464 167,798 21,913 24,350 39,563 - 401,728 393,362 - - - 2,628,123 2,628,123 2,351,305 $1,234,009 $4,747,853 $2,372,323 $2,628,123 $53,649,196 $56,598,007 NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1994 WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 1993 Employer Contributions Participant Salary Reductions Vanguard Funds National Fuel National Fuel International Gas Company Gas Company Investment Equity Common Stock Common Stock GIC Contract Index Index Fund - Fund B Fund A Fund Trust Trust-500 Pacific Portfolio Investment Income From National Fuel Gas Company Common Stock Funds $ 976,155 $ 484,468 $ - $ - $ - $ - Interest Income - - 193,900 315,585 - - Investment Income from Mutual Funds - - - - 273,444 13,241 Total Investment Income 976,155 484,468 193,900 315,585 273,444 13,241 Net Appreciation (Depreciation) in Fair Value of Investments (5,436,038) (2,703,675) - - (178,129) 56,137 Employer Matching Contributions 2,117,490 - - - - - Participant Salary Reductions - 1,113,553 - 617,416 1,402,379 211,291 Participant Purchase Fees - - - - - (5,509) Rollovers and Other Individual Transfers In 31,799 51,166 4,749 10,519 88,575 3,345 Payments to Participants or Beneficiaries (1,375,539) (906,825) (146,590) (436,724) (440,041) (27,016) Transfers (to)/from Associated Funds (13,675) (39,849) (4,021,915) 287,545 232,946 283,431 Increase (Decrease) in Assets Available for Plan Benefits During the Year (3,699,808) (2,001,162) (3,969,856) 794,341 1,379,174 534,920 Assets Available for Plan Benefits: Beginning of Year 21,118,860 10,693,057 3,969,856 5,341,109 7,940,083 566,314 End of Year $17,419,052 $ 8,691,895 $ - $6,135,450 $9,319,257 $1,101,234 The accompanying notes are an integral part of these 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 1994 1993 $ - $ - $ - $ - $ 1,460,623 $ 1,334,118 - - - 187,082 696,567 777,613 33,208 128,007 142,861 - 590,761 406,728 33,208 128,007 142,861 187,082 2,747,951 2,518,459 (18,949) - (199,008) - (8,479,662) 4,528,668 - - - - 2,117,490 2,101,612 247,757 217,449 372,123 - 4,181,968 4,008,016 (5,481) - - - (10,990) (5,936) 7,235 3,552 12,857 16,291 230,088 126,428 (22,522) (185,280) (126,677) (68,442) (3,735,656) (1,387,414) 261,216 2,888,886 (20,472) 141,887 - - 502,464 3,052,614 181,684 276,818 (2,948,811) 11,889,833 731,545 1,695,239 2,190,639 2,351,305 56,598,007 44,708,174 $1,234,009 $4,747,853 $2,372,323 $2,628,123 $53,649,196 $56,598,007
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 $9,240 for 1994 and will be $9,240 for 1995. 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") consisted of a continuing deposit guaranteed investment contract ("GIC") issued by Provident National Assurance Company ("Provident"), which had a term of August 1, 1991 through July 31, 1994 and provided an effective annual interest rate of 7.64%, and a GIC issued by Continental Assurance Company ("CNA"), which had a term of August 1, 1990 through August 1, 1994, and provided 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 continued to earn interest through their maturity dates even though they no longer accepted 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. 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 $25,076 for services rendered in connection with the Plan and Trust for the year ended December 31, 1994. Brokerage commissions and similar costs of acquiring or selling securities (if any) that are incurred by the investment funds are borne by the participant. NOTE 3 - INCOME TAXES The Company has filed for a determination letter from the Internal Revenue Service indicating that the Plan qualifies under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended. Accordingly, no provision for income taxes has been recorded. NOTE 4 - PARTIES-IN-INTEREST For the Plan years ended December 31, 1994 and 1993, 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 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 (c) Description of Investment (b) Identity of Issue, Including Maturity Date, Rate Borrower, Lessor of Interest, Collateral, Par (e) Current (a) or Similar Party or Maturity Value (d) Cost Value * National Fuel Gas Company Stock Funds: National Fuel Gas Company Stock Fund A (935,542 units) $ 8,590,284 $ 8,588,280 National Fuel Gas Company Stock Fund B (1,879,403 units) 16,000,077 17,252,920 Total National Fuel Gas Company Stock Funds 24,590,361 25,841,200 Mutual Funds (1): * Vanguard Group of Index Trust - 500 Portfolio Investment Companies (213,751 units) 8,815,088 9,184,898 * Vanguard Group of International Equity Index Investment Companies Fund - Pacific Portfolio (95,760 units) 970,665 1,082,085 * Vanguard Group of International Equity Index Investment Companies Fund - European Portfolio (103,069 units) 1,144,464 1,212,096 * Vanguard Group of Money Market Reserves, Inc. Investment Companies - Prime Portfolio (4,723,503 units) 4,723,503 4,723,503 * Vanguard Group of Total Bond Market Portfolio Investment Companies (254,390 units) 2,529,026 2,332,760 Total Vanguard Mutual Funds 18,182,746 18,535,342 Common/Collective Trust (2): * Vanguard Group of Investment Contract Trust Investment Companies (6,077,339 units) 6,077,339 6,077,339 TOTAL ASSETS HELD FOR INVESTMENT $48,850,446 $50,453,881 * Denotes known party-in-interest to the Plan. (1) 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. (2) 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. SCHEDULE II NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 (b) Description of Asset (Include Interest Rate (f) Expense (a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of Party Involved in Case of Loan Price Price Rental Transaction Asset Purchase Transactions Vanguard Group of Investment Companies Money Market Reserves, (99 Transactions) Inc. Prime Portfolio $4,515,938 $ - $ - $ - $4,515,938 Vanguard Group of Investment Companies Index Trust - 500 (71 Transactions) Portfolio 2,495,681 - - - 2,495,681 Vanguard Group of Investment Companies Investment Contract (75 Transactions) Trust 1,491,854 - - - 1,491,854 National Fuel Gas Company (55 Transactions) Stock Fund A 2,304,430 - - - 2,304,430 National Fuel Gas Company (22 Transactions) Stock Fund B 3,131,684 - - - 3,131,684 (h) Current Value of Asset on Transaction (i) Net Gain Date or (Loss) Purchase Transactions $4,515,938 $ - 2,495,681 - 1,491,854 - 2,304,430 - 3,131,684 - SCHEDULE II NATIONAL FUEL GAS COMPANY TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 (b) Description of Asset (Include Interest Rate (f) Expense (a) Identity of and Maturity (c) Purchase (d) Selling (e) Lease Incurred with (g) Cost of Party Involved in Case of Loan Price Price Rental Transaction Asset Sale Transactions Vanguard Group of Investment Companies Money Market Reserves, (105 Transactions) Inc. Prime Portfolio $ - $1,468,874 $ - $ - $1,468,874 Vanguard Group of Investment Companies Index Trust - 500 (93 Transactions) Portfolio - 946,286 - - 901,228 Vanguard Group of Investment Companies Investment Contract (75 Transactions) Trust - 692,311 - - 692,311 National Fuel Gas Company (85 Transactions) Stock Fund A - 1,588,168 - - 1,295,080 National Fuel Gas Company (37 Transactions) Stock Fund B - 1,393,705 - - 1,002,075 (h) Current Value of Asset on Transaction (i) Net Gain Date or (Loss) Sale Transactions $1,468,874 $ - 946,286 45,058 692,311 - 1,588,168 293,088 1,393,705 391,630
EXHIBIT INDEX Exhibit Number Description of Exhibit (1) Consent of Independent Accountants 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 9, 1995 appearing on pages 4 and 5 of this Form 11-K. PRICE WATERHOUSE Buffalo, New York June 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----