4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NATIONAL FUEL GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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New Jersey 13-1086010
(State of incorporation (IRS Employer
or organization) Identification No.)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(B) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock New York Stock Exchange, Inc.
Purchase Rights
Item 1. Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Registered.
On June 13, 1996 the Board of Directors of National Fuel Gas Company
("National") declared a dividend distribution of one right ("Right") for each
outstanding share of common stock, $1.00 par value, of National ("Common Stock")
to shareholders of record at the close of business on July 31, 1996 ("Record
Date"). The Rights are to be issued pursuant to a shareholder rights plan which
was approved by the Board on March 19, 1996. Each Right entitles the registered
holder to purchase from National one-half of one share of Common Stock at a
price of $130 per share, being $65.00 per half share, subject to adjustment
("Purchase Price"). The detailed description and terms of the Rights are set
forth in a Rights Agreement ("Agreement") between National and the Rights Agent
("Agent").
Distribution Date; Transfer of Rights
Until the earliest to occur of (i) ten days following the date
("Shares Acquisition Date") of the public announcement that a person or
affiliated group ("Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of Common Stock or other voting securities
("Voting Stock") that have 10% or more of the voting power of the outstanding
shares of Voting Stock or (ii) ten days following the commencement or
announcement of an intention to make a tender offer, or exchange offer, the
consummation of which would result in such person acquiring, or obtaining the
right to acquire, beneficial ownership of Voting Stock having 10% or more of the
voting power of the outstanding shares of Voting Stock (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any shares of Common Stock outstanding as of the Record Date, by the
Common Stock certificates representing those outstanding shares. Until the
Distribution Date, the Rights will be transferable only with the Common Stock,
and new Common Stock certificates issued after the Record Date will contain a
notation incorporating the Agreement by reference. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of Common Stock as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on the tenth anniversary of the
Record Date, unless earlier redeemed or exchanged by National as described
further herein.
Exercise of Rights
Subject to redemption or exchange of the Rights, at any time
following the Distribution Date, each holder of a Right will have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of National) having a value equal to two times the
Purchase Price of the Right then in effect. However, all Rights that are, or
under certain circumstances were, beneficially owned by any Acquiring Person
will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) National is acquired in a merger or other business
combination transaction, or (ii) 50% or more of National's assets or earning
power are sold or transferred, each holder of a Right shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the Purchase Price of the Right then in effect.
Adjustments to Purchase Price
The Purchase Price payable, and the number of shares of Common
Stock (or other securities, as the case may be) issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for or purchase shares
of the Common Stock or convertible securities at less than the then current
market price of the Common Stock or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Common Stock) or of subscription
rights or warrants (other than those referred to above). Prior to the
Distribution Date, the Board may make such other equitable adjustments as it
deems appropriate in the circumstances in addition to or in lieu of any
adjustment otherwise required by the foregoing.
With certain exceptions, no adjustment in the Purchase Price
will be required until the earlier of (i) three years from the date of the event
giving rise to such adjustment or (ii) the time at which cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional
shares of Common Stock will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
Redemption and Exchange of Rights
At any time prior to 5:00 P.M. Buffalo, New York time on the
tenth day following the Shares Acquisition Date, National may redeem the Rights
in whole, but not in part, at a price of $.01 per Right ("Redemption Price"),
payable in cash or stock. Under certain circumstances set forth in the
Agreement, the decision to redeem shall require the concurrence of a majority of
the Independent Directors. An "Independent Director" means any member of the
Board who was a member of the Board prior to the date of the Agreement, and any
person who is subsequently elected to the Board if such person is recommended or
approved by a majority of the Independent Directors, but shall not include an
Acquiring Person or any representative thereof. Immediately upon the action of
the Board electing to redeem the Rights, National shall make announcement
thereof and the only right of the holders of Rights will be to receive the
Redemption Price.
At any time after a person becomes an Acquiring Person, the
Board may exchange the Rights (other than Rights owned by an Acquiring Person,
which become void), in whole or in part, at an exchange ratio of one share of
Common Stock and/or other securities, cash or other assets deemed to have the
same value as one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised or exchanged for Common Stock, the
Rights, as such, will not grant the holders thereof rights as a stockholder of
National. While the distribution of the Rights will not be taxable to
stockholders or to National, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable for
Common Stock of National (or other consideration) or for the stock of the
Acquiring Person.
Amendments
Any of the provisions of the Agreement may be amended by the
Board without the consent of the holders of the Rights prior to the Distribution
Date. Thereafter, the Agreement may be amended by the Board in order to cure any
ambiguity, defect or inconsistency, or to make changes which do not adversely
affect the interests of holders of Rights (excluding the interest of any
Acquiring Person); provided, however, that no supplement or amendment may be
made on or after the Distribution Date which changes those provisions relating
to the principal economic terms of the Rights. The Board may also, with the
concurrence of a majority of the Independent Directors, extend the redemption
period for up to an additional 20 days.
A copy of the Rights Agreement is filed herewith as Exhibit
99.1. The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such Exhibit, which is hereby
incorporated herein by reference.
Item 2. Exhibits
99.1 Rights Agreement dated June 12, 1996 between
National Fuel Gas Company and Marine Midland
Bank, as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: June 14, 1996
NATIONAL FUEL GAS COMPANY
By: /s/Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
EXHIBIT INDEX
Number Description
99.1 Rights Agreement, dated as of
June 12, 1996, between National
Fuel Gas Company and Marine Midland
Bank, as Rights Agent.