Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2013

 

 

National Fuel Gas Company

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   1-3880   13-1086010
(State or Other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6363 Main Street

Williamsville, New York

    14221
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

In connection with the offering and sale of $500,000,000 aggregate principal amount of 3.75% notes due 2023 (the “Notes”), National Fuel Gas Company (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-180218):

 

  1. Underwriting Agreement, dated as of February 12, 2013, by and among the Company and J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, acting as representatives of several underwriters named therein.

 

  2. Officer’s Certificate dated February 15, 2013, establishing the terms of the Notes.

 

  3. Form of Note, as established by the Officer’s Certificate above.

 

  4. Opinion of Jones Day.

 

  5. Opinion of Lowenstein Sandler LLP.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

  Number  

  

Description

1.1    Underwriting Agreement, dated as of February 12, 2013, by and among the Company and J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, acting as representatives of several underwriters named therein
4.1.1    Officer’s Certificate dated February 15, 2013, establishing the terms of the Notes
4.1.2    Form of Note (included in 4.1.1 above)
5.1.1    Opinion of Jones Day
5.1.2    Opinion of Lowenstein Sandler LLP
23.1    Consent of Jones Day (included in Exhibit 5.1.1)
23.2    Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NATIONAL FUEL GAS COMPANY
February 15, 2013     By:    /s/ J. R. Peterson
      J. R. Peterson
      Assistant Secretary

 

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Exhibit Index

 

Exhibit

  Number  

  

Description

1.1    Underwriting Agreement, dated as of February 12, 2013, by and among the Company and J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, acting as representatives of several underwriters named therein
4.1.1    Officer’s Certificate dated February 15, 2013, establishing the terms of the Notes
4.1.2    Form of Note (included in 4.1.1 above)
5.1.1    Opinion of Jones Day
5.1.2    Opinion of Lowenstein Sandler LLP
23.1    Consent of Jones Day (included in Exhibit 5.1.1)
23.2    Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2)

 

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