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): December 12, 2007
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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| New Jersey
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1-3880
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13-1086010 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 6363 Main Street, Williamsville, New York
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14221 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On December 12, 2007, the Board of Directors of National Fuel Gas Company (the “Company”) caused to
be delivered to New Mountain Vantage Advisers, L.L.C. (“New Mountain”) a letter in response to
earlier correspondence from New Mountain. A copy of the letter is hereby incorporated by reference
into this Item 8.01 and filed as part of this Current Report as Exhibit 99.1. The letter to New
Mountain references a slide presentation, which is hereby incorporated by reference into this Item
8.01 and filed as part of this Current Report as Exhibit 99.2. Also on December 12, 2007, the
Company issued a press release regarding the letter to New Mountain. A copy of the press release
is hereby incorporated by reference into this Item 8.01 and filed as part of this Current Report as
Exhibit 99.3. The Company will send a letter to employees regarding these matters. A copy of the
letter to employees is hereby incorporated by reference into this Item 8.01 and filed as part of
this Current Report as Exhibit 99.4.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 99.1
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Letter to New Mountain |
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Exhibit 99.2
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Slide Presentation |
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Exhibit 99.3
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Press Release |
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Exhibit 99.4
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Letter to Employees |
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with its 2008 Annual Meeting, National Fuel Gas Company will be filing a proxy
statement, WHITE proxy card and other materials with the U.S. Securities and Exchange Commission
(“SEC”). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NATIONAL FUEL GAS
COMPANY AND THE MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may contact Morrow &
Co., LLC, National Fuel Gas Company’s proxy advisor for the 2008 Annual Meeting, at (800) 252-1959
or by email at nfginfo@morrowco.com. Investors may also obtain a free copy of the proxy statement
and other relevant documents when they become available as well as other materials filed with the
SEC concerning National Fuel Gas Company at the SEC’s website at
http://www.sec.gov. Free copies
of National Fuel Gas Company’s SEC filings are also available on National Fuel Gas Company’s
website at http://www.nationalfuelgas.com. These materials and other documents may also be
obtained for free from: Secretary, National Fuel Gas Company, 6363 Main Street, Williamsville, New
York 14221, (716) 857-7000.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
National Fuel Gas Company and its directors are, and certain of its officers and employees may be
deemed to be, participants in the solicitation of proxies from National Fuel Gas Company’s
stockholders with respect to the matters considered at National Fuel Gas Company’s 2008 Annual
Meeting. Information regarding these directors, and these certain officers and employees, is
included in the soliciting material on Schedule 14A filed with the SEC on December 12, 2007 and on
National Fuel Gas Company’s website at
http://www.nationalfuelgas.com. Security holders can also
obtain information with respect to the identity of the participants and potential participants in
the solicitation and a description of their direct or indirect interests, by security holdings or
otherwise, for free, by contacting: Secretary, National Fuel Gas Company, 6363 Main Street,
Williamsville, New York 14221, (716) 857-7000. More detailed information with respect to the
identity of the participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in
connection with National Fuel Gas Company’s 2008 Annual Meeting.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein or incorporated by reference from the exhibits, including
statements regarding future prospects, plans, performance and capital structure, anticipated
capital expenditures, and completion of construction projects, as well as statements that are
identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,”
“plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are
“forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995.
While the Company’s expectations, beliefs and projections are expressed in good faith and are
believed to have a reasonable basis, actual results may differ materially from those expressed in
the forward-looking statements. Furthermore, each forward-looking statement speaks only as of the
date on which it is made. In addition to other factors, the following are important factors that
could cause actual results to differ materially from those discussed in the forward-looking
statements: changes in economic conditions, including economic disruptions caused by terrorist
activities, acts of war or major accidents; changes in demographic patterns and weather conditions,
including the occurrence of severe weather such as hurricanes; changes in the availability and/or
price of natural gas or oil and the effect of such changes on the accounting treatment of
derivative financial instruments or the valuation of the Company’s natural gas and oil reserves;
uncertainty of oil and gas reserve estimates; ability to successfully identify, drill for and
produce economically viable natural gas and oil reserves; significant changes from expectations in
the Company’s actual production levels for natural gas or oil; changes in the availability and/or
price of derivative financial instruments; changes in the price differentials between various types
of oil; inability to obtain new customers or retain existing ones; significant changes in
competitive factors affecting the Company; changes in laws and regulations to which the Company is
subject, including changes in tax, environmental, safety and employment laws and regulations;
governmental/regulatory actions, initiatives and proceedings, including those involving
acquisitions, financings, rate cases (which address, among other things, allowed rates of return,
rate design and retained gas), affiliate relationships, industry structure, franchise renewal, and
environmental/safety requirements; unanticipated impacts of restructuring initiatives in the
natural gas and electric industries; significant changes from
expectations in actual capital expenditures and operating expenses and unanticipated project delays
or changes in project costs or plans; the nature and projected profitability of pending and
potential projects and other investments, and the ability to obtain necessary governmental
approvals and permits; occurrences affecting the Company’s ability to obtain funds from operations,
from borrowings under our credit lines or other credit facilities or from issuances of other
short-term notes or debt or equity securities to finance needed capital expenditures and other
investments, including any downgrades in the Company’s credit ratings; ability to successfully
identify and finance acquisitions or other investments and ability to operate and integrate
existing and any subsequently acquired business or properties; impairments under the SEC’s full
cost ceiling test for natural gas and oil reserves; significant changes in tax rates or policies or
in rates of inflation or interest; significant changes in the Company’s relationship with its
employees or contractors and the potential adverse effects if labor disputes, grievances or
shortages were to occur; changes in accounting principles or the application of such principles to
the Company; the cost and effects of legal and administrative claims against the Company; changes
in actuarial assumptions and the return on assets with respect to the Company’s retirement plan and
post-retirement benefit plans; increasing health care costs and the resulting effect on health
insurance premiums and on the obligation to provide post-retirement benefits; or increasing costs
of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any
obligation to update any forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.