1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
NATIONAL FUEL GAS COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
2
NATIONAL FUEL GAS COMPANY
10 LAFAYETTE SQUARE
BUFFALO, NEW YORK 14203
BECAUSE OF DELAYS IN MAIL,
PLEASE SIGN AND RETURN THE
ENCLOSED PROXY EVEN IF
YOU RETURNED THE ORIGINAL
January 31, 1997
Dear Stockholder:
A REMINDER
On December 30, 1996, proxy soliciting material was mailed to you relating to
the Annual Meeting of Stockholders to be held on Thursday, February 20, 1997.
According to our records, we have not yet received your proxy for this meeting.
Since the meeting is only a short time away, we urge you to give the proxy
materials your immediate attention. Please SIGN AND RETURN your proxy TODAY in
the envelope provided.
You can help the Company to avoid further expense and delay by responding
promptly.
Thank you for your cooperation.
Very truly yours,
Anna Marie Cellino
Secretary
PLEASE ACT PROMPTLY
3
NATIONAL FUEL GAS COMPANY
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 20, 1997
PLACE: THE RITZ-CARLTON, PALM BEACH, MANALAPAN, FLORIDA
PROXY: B.J. Kennedy, P.C. Ackerman, and A.M. Cellino, and each or any of them,
with full power of substitution and revocation in each, are hereby appointed by
the undersigned as Proxies to vote all the shares of Common Stock held of
record by the undersigned on December 23, 1996, at the Annual Meeting of
Stockholders of National Fuel Gas Company or at any adjournment of the meeting,
on each of the Items on the reverse side and in accordance with the directions
given there, and, in their discretion, on all other matters that may properly
come before the Annual Meeting or any adjournment thereof. FAILURE TO WITHHOLD
AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE FOR DIRECTOR SHALL CONFER ON
THE PROXIES AUTHORITY TO VOTE FOR SUCH NOMINEE'S ELECTION. FAILURE TO VOTE ON
ANY OTHER MATTER SHALL CONFER ON THE PROXIES AUTHORITY TO VOTE WITH RESPECT TO
EACH SUCH MATTER.
THIS PROXY MAY BE REVOKED BY GIVING THE SECRETARY OF THE
MEETING WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENT
PROXY AT ANY TIME BEFORE THE VOTING OF THE SHARES
REPRESENTED BY THIS PROXY OR BY CASTING A BALLOT.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
FOLD AND DETACH HERE
4
This proxy, when properly executed, will be voted as directed by the
stockholder. If no direction is given, the shares represented by this proxy
will be voted FOR Items 1, 2, 3, 4 and 5.
/ X / Please mark your choice like this
The Board of Directors Recommends a Vote FOR Items 1, 2, 3, 4 and 5.
Item 1 - Election of the following nominees as Directors:
FOR all nominees
(except as marked WITHHOLD
to the left) for all nominees
For three-year terms which
expire in 2000 - / / / /
E.T. Mann, G.L. Mazanec
and G.H. Schofield
WITHHOLD for the following only. Write name(s) below.
- -----------------------------------------------------
FOR AGAINST ABSTAIN
Item 2 - Appointment of independent accountants / / / / / /
Item 3 - Adopt 1997 Award and Option Plan / / / / / /
Item 4 - Amend 1984 Stock Plan and
1993 Award and Option Plan / / / / / /
Item 5 - Approval of Retainer Policy for
Non-Employee Directors / / / / / /
WILL ATTEND
MEETING / /
(Signature of Stockholder(s)) _______________________________________________
____________________________________________ Dated: ________________, 1997
Please sign your name as it appears on this proxy and return the completed proxy
in the enclosed envelope. When signing as an attorney, executor, administrator,
trustee, guardian or other representative, please give title as such. If signer
is a corporation, please sign full corporate name by duly authorized officer and
attach corporate seal. For joint accounts, each joint owner should sign.
FOLD AND DETACH HERE
------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE, AND SIGN THE ABOVE
PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
------------------------------------------------------------------------