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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From..........to..........
Commission File Number 1-3880
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-1086010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Rockefeller Plaza 10112
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 541-7533
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange
Title of each class on which registered
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant amounted to $1,212,322,000 as of November 30, 1993.
Common stock, $1 par value, outstanding as of November 30, 1993:
36,740,088 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held February 16, 1994*, are incorporated by
reference into Part III of this report.
*Indicates item amended by this Form 10-K/A.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item concerning the directors of the
Company is omitted pursuant to Instruction G of Form 10-K since the Company's
definitive Proxy Statement for its February 16, 1994* Annual Meeting of
Shareholders will be filed with the SEC not later than 120 days after
September 30, 1993. The information provided in such definitive Proxy
Statement is incorporated herein by reference.
Information concerning the Company's executive officers can be found in
Part I, Item 1, of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is omitted pursuant to Instruction
G of Form 10-K since the Company's definitive Proxy Statement for its February
16, 1994* Annual Meeting of Shareholders will be filed with the SEC not later
than 120 days after September 30, 1993. The information provided in such
definitive Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is omitted pursuant to Instruction
G of Form 10-K since the Company's definitive Proxy Statement for its February
16, 1994* Annual Meeting of Shareholders will be filed with the SEC not later
than 120 days after September 30, 1993. The information provided in such
definitive Proxy Statement is incorporated herein by reference.
*Indicates item amended by this Form 10-K/A.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statement Schedules
All financial statement schedules filed as part of this report
are included in Item 8 and reference is made to the index on
page 51 of this report.
(b) Reports on Form 8-K
Report on Form 8-K was filed July 9, 1993
Date of Report - July 8, 1993
Item Reported - Item 5. Penn-York Rate Cases - Settlement.
(c) Exhibits.
Exhibit
Number Description of Exhibits
(3) Articles of Incorporation and By-Laws:
* Restated Certificate of Incorporation of National Fuel Gas
Company, dated March 15, 1985 (Exhibit 10-OO, Form 10-K
for fiscal year ended September 30, 1991)
* Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated March 9,
1987 (Exhibit A-3 in File No. 70-7334)
* Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated February
22, 1988 (Exhibit B-5 in File No. 70-7478)
* Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form
10-K for fiscal year ended September 30, 1992)
3(ii) National Fuel Gas Company By-Laws as amended through
December 8, 1993**
(4) Instruments Defining the Rights of Security Holders,
Including Indentures:
* Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 2(b), File No. 2-51796)
* Sixth Supplemental Indenture dated as of February 1, 1988,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit EX-4.1, Form 10-K for fiscal year ended
September 30, 1992) (Debentures issued thereunder redeemed
February 1, 1993)
**Indicates item amended by this Form 10-K/A. This exhibit is included
as part of this filing on Form 10-K/A.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Seventh Supplemental Indenture dated as of September 1,
1988, to Indenture dated as of October 15, 1974, between
the Company and The Bank of New York (formerly Irving
Trust Company) (Exhibit EX-4.2, Form 10-K for fiscal year
ended September 30, 1992) (Debentures issued thereunder
redeemed November 10, 1992)
* Eighth Supplemental Indenture dated as of July 1, 1989, to
Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit EX-4.3, Form 10-K for fiscal year ended
September 30, 1992) (Portions of Debentures issued
thereunder redeemed March 16, 1993 and July 7, 1993)
* Ninth Supplemental Indenture dated as of January 1, 1990,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit EX-4.4, Form 10-K for fiscal year ended
September 30, 1992)
* Tenth Supplemental Indenture dated as of February 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(a), Form 8-K dated February 14, 1992,
in File No. 1-3880)
* Eleventh Supplemental Indenture dated as of May 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(b), Form 8-K dated February 14, 1992,
in File No. 1-3880)
* Twelfth Supplemental Indenture dated as of June 1, 1992,
to Indenture dated as of October 15, 1974, between the
Company and The Bank of New York (formerly Irving Trust
Company) (Exhibit 4(c), Form 8-K dated June 18, 1992, in
File No. 1-3880)
* Thirteenth Supplemental Indenture dated as of March 1,
1993, to Indenture dated as of October 15, 1974, between
the Company and The Bank of New York (formerly Irving
Trust Company) (Exhibit 4(a)(14) in File No. 33-49401)
4.1 Fourteenth Supplemental Indenture dated as of July 1,
1993, to Indenture dated as of October 15, 1974, between
the Company and The Bank of New York (formerly Irving
Trust Company)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
(10) Material Contracts:
(ii) (B) Contracts upon which Registrant's business is substantially
dependent:
10.1 Gas Transportation Agreement with Tennessee Gas Pipeline
Company under rate schedule FT-A (Zone 4), dated September
1, 1993
10.2 Gas Transportation Agreement with Tennessee Gas Pipeline
Company under rate schedule FT-A (Zone 5), dated September
1, 1993
10.3 Service Agreement with Texas Eastern Transmission
Corporation under rate schedule CDS, dated June 1, 1993
10.4 Service Agreement with Texas Eastern Transmission
Corporation under rate schedule FT-1, dated June 1, 1993
10.5 Service Agreement with CNG Transmission Corporation under
Rate Schedule FT, dated October 1, 1993
10.6 Service Agreement with CNG Transmission Corporation under
Rate Schedule GSS, dated October 1, 1993.
(iii) Compensatory plans for officers:
* Employment Agreement, dated September 17, 1981, with
Bernard J. Kennedy. (Exhibit 10-J, Form 10-K for fiscal
year ended September 30, 1984)
* National Fuel Gas Company 1983 Incentive Stock Option
Plan, as amended and restated through February 18, 1993.
(Exhibit 10.2, Form 10-Q for the quarterly period ended
March 31, 1993)
* National Fuel Gas Company 1984 Stock Plan, as amended and
restated through February 18, 1993 (Exhibit 10.3, Form
10-Q for the quarterly period ended March 31, 1993)
* National Fuel Gas Company 1993 Award and Option Plan,
dated February 18, 1993. (Exhibit 10.1, Form 10-Q for the
quarterly period ended March 31, 1993)
* Change in Control Agreement, dated May 1, 1992, with
Philip C. Ackerman. (Exhibit EX-10.4, Form 10-K for fiscal year
ended September 30, 1992)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Change in Control Agreement, dated May 1, 1992, with
Richard Hare. (Exhibit EX-10.5, Form 10-K for fiscal year
ended September 30, 1992)
* Change in Control Agreement, dated May 1, 1992 with
William J. Hill. (Exhibit EX-10.6, Form 10-K for fiscal
year ended September 30, 1992)
* Agreement, dated August 1, 1989, with Richard Hare.
(Exhibit 10-Q, Form 10-K for fiscal year ended
September 30, 1989)
10.7 National Fuel Gas Company Deferred Compensation Plan, as
amended and restated through June 16, 1993.
* National Fuel Gas Company and Participating Subsidiaries
Executive Retirement Plan as amended and restated through
May 2, 1988. (Exhibit 10-T, Form 10-K for fiscal year
ended September 30, 1989)
10.8 Amendment to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan dated September 13,
1993.
10.9 Amendment to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan dated November 18,
1993.
* Eighth Extension to Employment Agreement with Bernard J.
Kennedy, dated September 20, 1991. (Exhibit 10-SS, Form
10-K for fiscal year ended September 30, 1991)
* Executive Death Benefits Agreement dated August 28, 1991
with Bernard J. Kennedy. (Exhibit 10-TT, Form 10-K for
fiscal year ended September 30, 1991)
10.10 Summary of Annual at Risk Compensation Incentive Program
* Excerpts of Minutes from the National Fuel Gas Company
Board of Directors Meeting of December 5, 1991. (Exhibit
10-UU, Form 10-K for fiscal year ended September 30, 1991)
* Split Dollar Death Benefits Agreement dated April 1, 1991
with Richard Hare. (Exhibit EX-10.7, Form 10-K for fiscal
year ended September 30, 1992)
* Executive Death Benefits Agreement dated April 1, 1991
with William J. Hill. (Exhibit EX-10.8, Form 10-K for
fiscal year ended September 30, 1992)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
* Split Dollar Death Benefits Agreement dated April 1, 1991
with Philip C. Ackerman. (Exhibit EX-10.9, Form 10-K for
fiscal year ended September 30, 1992)
(12) Computation of Actual Ratio of Earnings to Fixed Charges
(21) Subsidiaries of the Registrant:
See Item 1 of Part I of this Annual Report on Form 10-K
Consents of Experts and Counsel:
23.1 Consent of Ralph E. Davis Associates, Inc.
23.2 Consent of H. J. Gruy and Company
23.3 Consent of Independent Accountants
Additional Exhibits:
99.1 Report of Ralph E. Davis Associates, Inc.
99.2 Report of H. J. Gruy and Company
99.3 Report of Empire Exploration, Inc. Geologists and
Engineers.
99.4 System Maps
All other exhibits are omitted because they are not applicable or
the required information is shown elsewhere in this Annual Report
on Form 10-K.
*Incorporated herein by reference as indicated.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into Registrant's Registration Statements on Form
S-8 Nos. 2-97641, 33-17341, 33-28037 and 33-49693:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the New Jersey Business Corporation Act,
the Company's by-laws, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NATIONAL FUEL GAS COMPANY
(Registrant)
By/s/ J. P. Pawlowski
J. P. Pawlowski
Treasurer and Principal
Date January 10, 1994 Accounting Officer