United States
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
Form 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended September 30, 1995
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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 Identification No.)
incorporation or organization)
10 Lafayette Square 14203
Buffalo, New York (Zip Code)
(Address of principal executive offices)
(716) 857-6980
Registrant's telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange 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
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. [ X ]
The aggregate market value of the voting stock held by
nonaffiliates of the registrant amounted to $1,164,782,000
as of November 30, 1995.
Common Stock, $1 par value, outstanding as of November 30, 1995:
37,437,663 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders
for 1995 are incorporated by reference into Part I of this report.
Portions of the registrant's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held February 15, 1996
are incorporated by reference into Part III of this report.
<PAGE 2>
PART IV
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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 of this Form 10-K and reference is made
thereto.
(b) Reports on Form 8-K
None
(c) Exhibits
Exhibit
Number Description of Exhibits
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3(i) Articles of Incorporation:
* 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 in File No.
1-3880)
3.1 Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated March 9,
1987
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of National Fuel Gas Company, dated February
22, 1988
* 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 in File
No. 1-3880)
3(ii) By-Laws:
* National Fuel Gas Company By-Laws as amended through June 9,
1994 (Exhibit 3.1, Form 10-K for fiscal year ended September
30, 1994 in File No. 1-3880)
(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) in File No. 2-51796)
* 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 in File No. 1-3880)
* 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)
<PAGE 3>
* 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)
* 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) (Exhibit 4.1, Form 10-K for fiscal year ended
September 30, 1993 in File No. 1-3880)
(10) Material Contracts:
(ii)(B) Contracts upon which Registrant's business is substantially
dependent:
** 10.1 Service Agreement with Empire State Pipeline under Rate
Schedule FT, dated December 15, 1994. [Portions of this
agreement are subject to a request for confidential
treatment under Rule 24b-2]
10.2 Service Agreement between National Fuel Gas Distribution
Corporation and National Fuel Gas Supply Corporation under
Rate Schedule ESS dated August 1, 1993
10.3 Service Agreement between National Fuel Gas Distribution
Corporation and National Fuel Gas Supply Corporation under
Rate Schedule ESS dated September 19, 1995
10.4 Service Agreement between National Fuel Gas Distribution
Corporation and National Fuel Gas Supply Corporation under
Rate Schedule EFT dated August 1, 1993
10.5 Amendment dated as of May 1, 1995 to Service Agreement
between National Fuel Gas Distribution Corporation and
National Fuel Gas Supply Corporation under Rate Schedule EFT
dated August 1, 1993
10.6 Service Agreement with Transcontinental Gas Pipe Line
Corporation under Rate Schedule FT dated August 1, 1993
<PAGE 4>
10.7 Service Agreement with Transcontinental Gas Pipe Line
Corporation under Rate Schedule FT dated October 1, 1993
* Service Agreement with Columbia Gas Transmission Corporation
under Rate Schedule FTS, dated November 1, 1993 and executed
February 13, 1994 (Exhibit 10.1, Form 10-K for fiscal year
ended September 30, 1994 in File No. 1-3880)
* Service Agreement with Columbia Gas Transmission Corporation
under Rate Schedule FSS, dated November 1, 1993 and
executed February 13, 1994 (Exhibit 10.2, Form 10-K for
fiscal year ended September 30, 1994 in File No. 1-3880)
* Service Agreement with Columbia Gas Transmission Corporation
under Rate Schedule SST, dated November 1, 1993 and executed
February 13, 1994 (Exhibit 10.3, Form 10-K for fiscal year
ended September 30, 1994 in File No. 1-3880)
* Gas Transportation Agreement with Tennessee Gas Pipeline
Company under Rate Schedule FT-A (Zone 4), dated September 1,
1993 (Exhibit 10.1, Form 10-K for fiscal year ended
September 30, 1993 in File No. 1-3880)
* Gas Transportation Agreement with Tennessee Gas Pipeline
Company under Rate Schedule FT-A (Zone 5), dated
September 1, 1993 (Exhibit 10.2, Form 10-K for fiscal year
ended September 30, 1993 in File No. 1-3880)
* Service Agreement with Texas Eastern Transmission Corporation
under Rate Schedule CDS, dated June 1, 1993 (Exhibit 10.3,
Form 10-K for fiscal year ended September 30, 1993 in
File No. 1-3880)
* Service Agreement with Texas Eastern Transmission
Corporation under Rate Schedule FT-1, dated June 1, 1993
(Exhibit 10.4, Form 10-K for fiscal year ended September 30,
1993 in File No. 1-3880)
* Service Agreement with CNG Transmission Corporation
under Rate Schedule FT, dated October 1, 1993 (Exhibit 10.5,
Form 10-K for fiscal year ended September 30, 1993 in File
No. 1-3880)
* Service Agreement with CNG Transmission Corporation
under Rate Schedule GSS, dated October 1, 1993 (Exhibit 10.6,
Form 10-K for fiscal year ended September 30, 1993 in File
No. 1-3880)
(iii) Compensatory plans for officers:
* Employment Agreement, dated September 17, 1981, with
Bernard J. Kennedy (Exhibit 10.4, Form 10-K for fiscal year
ended September 30, 1994 in File No. 1-3880)
<PAGE 5>
* 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 in File No. 1-3880)
* 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 in File No. 1-3880)
* 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 in
File No. 1-3880)
* 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 in File No.
1-3880)
10.8 Amendment to National Fuel Gas Company 1993 Award and Option
Plan, dated October 27, 1995
* 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 in File No. 1-3880)
* 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 in File No. 1-3880)
* 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 in File No. 1-3880)
* Agreement, dated August 1, 1989, with Richard Hare
(Exhibit 10-Q, Form 10-K for fiscal year ended September 30,
1989 in File No. 1-3880)
* National Fuel Gas Company Deferred Compensation Plan, as
amended and restated through May 1, 1994 (Exhibit 10.7,
Form 10-K for fiscal year ended September 30, 1994 in
File No. 1-3880)
10.9 Amendment to National Fuel Gas Company Deferred Compensation
Plan, dated September 27, 1995
10.10 National Fuel Gas Company and Participating Subsidiaries
Executive Retirement Plan as amended and restated through
November 1, 1995
* 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 in File No. 1-3880)
* Split Dollar Death Benefits Agreement, dated April 1, 1991,
with Richard Hare (Exhibit 10.9, Form 10-K for fiscal year
ended September 30, 1994 in File No. 1-3880)
<PAGE 6>
* Amendment to Split Dollar Death Benefits Agreement,
dated March 15, 1994, with Richard Hare (Exhibit 10.5,
Form 10-K for fiscal year ended September 30, 1994 in File
No. 1-3880)
* Split Dollar Death Benefits Agreement, dated April 1, 1991,
with Philip C. Ackerman (Exhibit 10.10, Form 10-K for
fiscal year ended September 30, 1994 in File No. 1-3880)
* Amendment to Split Dollar Death Benefits Agreement, dated
March 15, 1994, with Philip C. Ackerman (Exhibit 10.6, Form
10-K for fiscal year ended September 30, 1994 in File No.
1-3880)
* Death Benefits Agreement, dated August 28, 1991, with
Bernard J. Kennedy (Exhibit 10-TT, Form 10-K for fiscal year
ended September 30, 1991 in File No. 1-3880)
10.11 Amendment to Death Benefit Agreement of August 28, 1991 with
Bernard J. Kennedy, dated March 15, 1994
* Summary of Annual at Risk Compensation Incentive Program
(Exhibit 10.10, Form 10-K for fiscal year ended September
30, 1993 in File No. 1-3880)
* 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
in File No. 1-3880)
(12) Computation of Ratio of Earnings to Fixed Charges
(13) Discussion of the Company's business segments as contained
in the 1995 Annual Report and incorporated by reference into
this Form 10-K
(21) Subsidiaries of the Registrant:
See Item 1 of Part I of this Annual Report on Form 10-K
(23) Consents of Experts and Counsel:
23.1 Consent of Ralph E. Davis Associates, Inc.
23.2 Consent of Independent Accountants
(27) Financial Data Schedules
(99) Additional Exhibits:
99.1 Report of Ralph E. Davis Associates, Inc.
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.
** Indicates item amended by this Form 10-K/A. This exhibit is included as part
of this filing on Form 10-K/A.
<PAGE 7>
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)
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By /s/ Joseph P. Pawlowski
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Joseph P. Pawlowski
Treasurer and
Principal Accounting Officer
Date February 16, 1996
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