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, 2001
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 |
| incorporation or organization) | Identification No.) |
| 10 Lafayette Square | 14203 |
| Buffalo, New York | (Zip Code) |
(Address of principal executive offices)
(716)
857-7000
Registrant's telephone number, including area code
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, and | New York Stock Exchange |
| Common Stock Purchase Rights |
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 $1,759,487,000 as of November 30, 2001.
Common Stock, $1 Par Value, outstanding as of November 30, 2001: 79,480,675 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for 2001 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 21, 2002 are incorporated by reference into Part III of this report.
PART IV
(a)1. Financial Statements
Financial statements filed as part of this report are listed
in the index included in Item 8 of this Form 10-K, and
reference is made thereto.
(a)2. Financial Statement Schedules
Financial statements schedules filed as part of this report
are listed in the index included in Item 8 of this Form
10-K, and reference is made thereto.
(a)3. Exhibits
Exhibit
Number Description of Exhibits
3(i) Articles of Incorporation:
• Restated Certificate of Incorporation of National Fuel
Gas Company dated September 21, 1998 (Exhibit 3.1, Form 10-K for
fiscal year ended September 30, 1998 in File No. 1-3880)
3(ii) By-Laws:
**3.1 National Fuel Gas Company By-Laws as amended on December 13, 2001
(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)
• Third Supplemental Indenture, dated as of December 1, 1982,
to Indenture dated as of October 15, 1974, between the Company
and The Bank of New York (formerly Irving Trust Company)
(Exhibit 4(a)(4) in File No. 33-49401)
• 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)
• 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)
• Fifteenth Supplemental Indenture, dated as of September 1,
1996, 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, 1996 in File No. 1-3880)
• Indenture, dated as of October 1, 1999, between the Company
and The Bank of New York (Exhibit 4.1, Form 10-K for fiscal year
ended September 30, 1999 in File No. 1-3880)
• Officer's Certificate Establishing Medium-Term Notes,
dated October 14, 1999 (Exhibit 4.2, Form 10-K for fiscal year ended
September 30, 1999 in File No. 1-3880)
• Amended and Restated Rights Agreement, dated as of April
30, 1999, between the Company and HSBC Bank USA (Exhibit 10.2,
Form 10-Q for the quarterly period ended March 31, 1999 in File No. 1-3880)
• Certificate of Adjustment, dated September 7, 2001, to the
Amended and Restated Rights Agreement dated as of April 30, 1999,
between the Company and HSBC Bank USA (Exhibit 4, Form 8-K dated
September 7, 2001 in File No. 1-3880)
(10) Material Contracts:
(iii) Compensatory plans for officers:
• Retirement and Consulting Agreement, dated September 5,
2001, between the Company and Bernard J. Kennedy (Exhibit
10(iii)(a), Form 8-K dated September 19, 2001 in File No. 1-3880)
• Pension Settlement Agreement, dated September 5, 2001,
between the Company and Bernard J. Kennedy (Exhibit 10(iii)(b), Form
8-K dated September 19, 2001 in File No. 1-3880)
• Employment Agreement, dated September 17, 1981, between
the Company and Bernard J. Kennedy (Exhibit 10.4, Form 10-K for
fiscal year ended September 30, 1994 in File No. 1-3880)
• Tenth Amendment to Employment Agreement between the Company
and Bernard J. Kennedy, effective September 1, 1999 (Exhibit
10.1, Form 10-K for fiscal year ended September 30, 1999 in File No. 1-3880)
• Agreement, dated August 1, 1986, between the Company and
Joseph P. Pawlowski (Exhibit 10.1, Form 10-K for fiscal year ended
September 30,1997 in File No. 1-3880)
• Agreement, dated August 1, 1986, between the Company and
Gerald T. Wehrlin (Exhibit 10.2, Form 10-K for fiscal year ended
September 30, 1997, in File No. 1-3880)
• Form of Employment Continuation and Noncompetition
Agreements, dated as of December 11, 1998, between the Company
and each of Philip C. Ackerman, Walter E. DeForest, Joseph P.
Pawlowski, Dennis J. Seeley, David F. Smith and Gerald T. Wehrlin
(Exhibit 10.1, Form 10-Q for the quarterly period ended June 30,
1999 in File No. 1-3880)
• Severance Agreement, Release and Waiver dated March 27, 2000,
between National Fuel Gas Supply Corporation and Richard Hare
(Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 2000)
• Form of Employment Continuation and Noncompetition Agreement,
dated as of December 11, 1998, between the Company and James
A. Beck (Exhibit 10.3, Form 10-Q for the quarterly period ended
June 30, 1999 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)
• Amendment to the National Fuel Gas Company 1984 Stock Plan,
dated December 11, 1996 (Exhibit 10.7, Form 10-K for fiscal year
ended September 30, 1996 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)
• Amendment to National Fuel Gas Company 1993 Award and
Option Plan, dated October 27, 1995 (Exhibit 10.8, Form 10-K for
fiscal year ended September 30, 1995 in File No. 1-3880)
• Amendment to National Fuel Gas Company 1993 Award and
Option Plan, dated December 11, 1996 (Exhibit 10.8, Form 10-K for
fiscal year ended September 30, 1996 in File No. 1-3880)
• Amendment to National Fuel Gas Company 1993 Award and
Option Plan, dated December 18, 1996 (Exhibit 10, Form 10-Q for the
quarterly period ended December 31, 1996 in File No. 1-3880)
10.1 National Fuel Gas Company 1993 Award and Option Plan, amended
through June 14, 2001
10.2 National Fuel Gas Company 1997 Award and Option Plan, amended
through June 14, 2001
10.3 Amendment to National Fuel Gas Company Deferred Compensation
Plan, dated June 15, 2001
• 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)
• Amendment to National Fuel Gas Company Deferred Compensation
Plan, dated September 19, 1996 (Exhibit 10.10, Form 10-K for
fiscal year ended September 30, 1996 in File No. 1-3880)
• Amendment to National Fuel Gas Company Deferred Compensation
Plan, dated September 27, 1995 (Exhibit 10.9, Form 10-K for
fiscal year ended September 30, 1995 in File No. 1-3880)
• National Fuel Gas Company Deferred Compensation Plan, as
amended and restated through March 20, 1997 (Exhibit 10.3, Form
10-K for fiscal year ended September 30, 1997 in File No. 1-3880)
• Amendment to National Fuel Gas Company Deferred Compensation
Plan, dated June 16, 1997 (Exhibit 10.4, Form 10-K for fiscal
year ended September 30, 1997 in File No. 1-3880)
• Amendment No. 2 to the National Fuel Gas Company Deferred
Compensation Plan, dated March 13, 1998 (Exhibit 10.1, Form 10-K
for fiscal year ended September 30, 1998 in File No. 1-3880)
• Amendment to the National Fuel Gas Company Deferred
Compensation Plan, dated February 18, 1999 (Exhibit 10.1, Form
10-Q for the quarterly period ended March 31, 1999 in File No. 1-3880)
• National Fuel Gas Company Tophat Plan, effective March 20,
1997 (Exhibit 10, Form 10-Q for the quarterly period ended June
30, 1997 in File No. 1-3880)
• Amendment No. 1 to National Fuel Gas Company Tophat Plan,
dated April 6, 1998 (Exhibit 10.2, Form 10-K for fiscal year ended
September 30, 1998 in File No. 1-3880)
• Amendment No. 2 to National Fuel Gas Company Tophat Plan,
dated December 10, 1998 (Exhibit 10.1, Form 10-Q for the quarterly
period ended December 31, 1998 in File No. 1-3880)
• Death Benefits Agreement, dated August 28, 1991, between
the Company and Bernard J. Kennedy (Exhibit 10-TT, Form 10-K for
fiscal year ended September 30, 1991 in File No. 1-3880)
• Amendment to Death Benefit Agreement of August 28, 1991,
between the Company and Bernard J. Kennedy, dated March 15, 1994
(Exhibit 10.11, Form 10-K for fiscal year ended September 30, 1995
in File No. 1-3880)
• Amended and Restated Split Dollar Insurance Agreement,
effective June 15, 2000, among the Company, Bernard J. Kennedy,
and Joseph B. Kennedy, as Trustee of the Trust under the Agreement
dated January 9, 1998 (Exhibit 10.1, Form 10-Q for the
quarterly period ended June 30, 2000 in File No. 1-3880)
• Contingent Benefit Agreement, effective June 15, 2000
between the Company and Bernard J. Kennedy (Exhibit 10.2, Form
10-Q for the quarterly period ended June 30, 2000 in File No. 1-3880)
• Amended and Restated Split Dollar Insurance and Death Benefit
Agreement, dated September 17, 1997 between the Company and
Philip C. Ackerman (Exhibit 10.5, Form 10-K for fiscal year ended
September 30, 1997 in File No. 1-3880)
• Amendment Number 1 to Amended and Restated Split Dollar
Insurance and Death Benefit Agreement by and between the Company
and Philip C. Ackerman, dated March 23, 1999 (Exhibit 10.3, Form
10-K for fiscal year ended September 30, 1999 in File No.
1-3880)
• Amended and Restated Split Dollar Insurance and Death Benefit
Agreement, dated September 15, 1997, between the Company and
Joseph P. Pawlowski (Exhibit 10.7, Form 10-K for fiscal year ended
September 30, 1997 in File No. 1-3880)
• Amendment Number 1 to Amended and Restated Split Dollar
Insurance and Death Benefit Agreement by and between the Company and
Joseph P. Pawlowski, dated March 23, 1999 (Exhibit 10.5, Form
10-K for fiscal year ended September 30, 1999 in File
No. 1-3880)
• Second Amended and Restated Split Dollar Insurance Agreement
dated June 15, 1999, between the Company and Gerald T. Wehrlin
(Exhibit 10.6, Form 10-K for fiscal year ended September 30, 1999
in File No. 1-3880)
• Amended and Restated Split Dollar Insurance and Death Benefit
Agreement, dated September 15, 1997, between the Company and
Walter E. DeForest (Exhibit 10.7, Form 10-K for fiscal year ended
September 30, 1999 in File No. 1-3880)
• Amendment Number 1 to Amended and Restated Split Dollar
Insurance and Death Benefit Agreement by and between the Company and
Walter E. DeForest, dated March 29, 1999 (Exhibit 10.8, Form 10-K
for fiscal year ended September 30, 1999 in File No. 1-3880)
• Amended and Restated Split Dollar Insurance and Death Benefit
Agreement, dated September 15, 1997, between the Company and
Dennis J. Seeley (Exhibit 10.9, Form 10-K for fiscal year ended
September 30, 1999 in File No. 1-3880)
• Amendment Number 1 to Amended and Restated Split Dollar
Insurance and Death Benefit Agreement by and between the Company and
Dennis J. Seeley, dated March 29, 1999 (Exhibit 10.10, Form 10-K
for fiscal year ended September 30, 1999 in File No. 1-3880)
• Split Dollar Insurance and Death Benefit Agreement dated
September 15, 1997, between the Company and Bruce H. Hale (Exhibit
10.11, Form 10-K for fiscal year ended September 30, 1999 in File
No. 1-3880)
• Amendment Number 1 to Split Dollar Insurance and Death Benefit
Agreement by and between the Company and Bruce H. Hale, dated
March 29, 1999 (Exhibit 10.12, Form 10-K for fiscal year ended
September 30, 1999 in File No. 1-3880)
• Split Dollar Insurance and Death Benefit Agreement,
dated September 15, 1997, between the Company and David F. Smith
(Exhibit 10.13, Form 10-K for fiscal year ended September 30,
1999 in File No. 1-3880)
• Amendment Number 1 to Split Dollar Insurance and Death
Benefit Agreement by and between the Company and David F. Smith,
dated March 29, 1999 (Exhibit 10.14, Form 10-K for fiscal year
ended September 30, 1999 in File No. 1-3880)
• National Fuel Gas Company and Participating Subsidiaries
Executive Retirement Plan as amended and restated through November
1, 1995 (Exhibit 10.10, Form 10-K for fiscal year ended September
30, 1995 in File No. 1-3880)
• National Fuel Gas Company and Participating Subsidiaries
1996 Executive Retirement Plan Trust Agreement (II), dated May 10,
1996 (Exhibit 10.13, Form 10-K for fiscal year ended September 30,
1996 in File No. 1-3880)
• Amendments to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan, dated September 18, 1997
(Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1997
in File No. 1-3880)
• Amendments to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan, dated December 10, 1998
(Exhibit 10.2, Form 10-Q for the quarterly period ended December
31, 1998 in File No. 1-3880)
• Amendments to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan, effective September 16,
1999 (Exhibit 10.15, Form 10-K for fiscal year ended September 30,
1999 in File No. 1-3880)
**10.4 Amendment to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan, effective September 5, 2001
**10.5 Retirement Supplement Agreement, dated September 14, 2000, between
the Company and Gerald T. Wehrlin
**10.6 Retirement Supplement Agreement, dated January 11, 2002, between the Company and
Joseph P. Pawlowski
• Administrative Rules with Respect to at Risk Awards
under the 1993 Award and Option Plan (Exhibit 10.14, Form 10-K for
fiscal year ended September 30, 1996 in File No. 1-3880)
• Administrative Rules with Respect to at Risk Awards under
the 1997 Award and Option Plan (Exhibit A, Definitive Proxy
Statement, Schedule 14(A) filed January 14, 2000 in File No. 1-3880)
• Administrative Rules of the Compensation Committee of the
Board of Directors of National Fuel Gas Company, as amended and
restated, effective December 10, 1998 (Exhibit 10.3, Form 10-Q
for the quarterly period ended December 31, 1998 in
File No. 1-3880)
• Excerpts of Minutes from the National Fuel Gas Company
Board of Directors Meeting of February 20, 1997 regarding the
Retirement Benefits for Bernard J. Kennedy (Exhibit 10.10, Form
10-K for fiscal year ended September 30, 1997 in File No. 1-3880)
• Excerpts of Minutes from the National Fuel Gas Company Board
of Directors Meeting of March 20, 1997 regarding the Retainer
Policy for Non-Employee Directors (Exhibit 10.11, Form 10-K
for fiscal year ended September 30, 1997 in File No. 1-3880)
(12) Statements regarding Computation of Ratios: Ratio of Earnings
to Fixed Charges for the fiscal years ended September 30,
1977 through 2001
(21) Subsidiaries of the Registrant:
See Item 1 of Part I of this Annual Report on
Form 10-K
(23) Consents of Experts:
23.1 Consent of Ralph E. Davis Associates, Inc. regarding Seneca
Resources Corporation
23.2 Consent of Ralph E. Davis Associates, Inc. regarding National
Fuel Exploration Corp.
23.3 Consent of Ralph E. Davis Associates, Inc. regarding Player
Resources Ltd.
23.4 Consent of Independent Accountants
(99) Additional Exhibits:
99.1 Report of Ralph E. Davis Associates, Inc. regarding Seneca
Resources Corporation
99.2 Report of Ralph E. Davis Associates, Inc. regarding National Fuel
Exploration Corp.
99.3 Report of Ralph E. Davis Associates, Inc. regarding Player
Resources Ltd.
• Incorporated herein by reference as indicated.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.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
National Fuel Gas Company
(Registrant)
By/s/ J. P. Pawlowski
J. P. Pawlowski
Treasurer and Principal Accounting Officer
Date: January 23, 2002
Exhibit Index
-------------
3.1 National Fuel Gas Company By-Laws as amended on
December 13, 2001
10.4 Amendment to National Fuel Gas Company and
Participating Subsidiaries Executive Retirement
Plan, effective September 5, 2001
10.5 Retirement Supplement Agreement, dated
September 14, 2000, between the Company and
Gerald T. Wehrlin
10.6 Retirement Supplement Agreement, dated
January 11, 2002, between the Company and
Joseph P. Pawlowski