National Fuel Gas Company 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): April 16, 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) |
Registrants 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)) |
Item 7.01 Regulation FD Disclosure
National Fuel Gas Company (the Company) plans to hold meetings with certain industry analysts, money managers, and other members of the financial community on Monday, April 16, 2007, Tuesday, April
17, 2007 and Wednesday, April 18, 2007. A copy of presentation materials to be provided to participants in the meetings is hereby
incorporated by reference into this Item 7.01 and furnished as part of this Current Report as
Exhibit 99.
Neither the furnishing of the presentation as an exhibit to this Current Report nor the inclusion
in such presentation of any reference to the Companys internet address shall, under any
circumstances, be deemed to incorporate the information available at such internet address into
this Current Report. The information available at the Companys internet address is not part of
this Current Report or any other report filed or furnished by the Company with the Securities and
Exchange Commission.
In addition to financial measures calculated in accordance with generally accepted accounting
principles (GAAP), the slide presentation furnished as part of this Current Report as Exhibit 99
contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial
measures are useful to investors because they provide an alternative method for assessing the
Companys operating results in a manner that is focused on the performance of the Companys ongoing
operations. The Companys management uses these non-GAAP financial measures for the same purpose,
and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not
meant to be a substitute for financial measures prepared in accordance with GAAP.
Certain statements contained herein or incorporated by reference from the presentation, including
statements regarding earnings projections, statements designated with an asterisk (*) and
statements identified by the use of the words anticipates, estimates, expects, intends,
plans, predicts, projects, and similar expressions, are forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995. There is no assurance that the
Companys projections will in fact be achieved nor do these projections reflect any acquisitions or
divestitures that may occur in the future. While the Companys expectations, beliefs and
projections are expressed in good faith and are believed to have a reasonable basis, actual results
may differ materially from those in the forward-looking statement. 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 laws and regulations to which
the Company is subject, including changes in tax, environmental, safety and employment laws and
regulations; 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 or valuation
of derivative financial instruments or the Companys natural gas and oil reserves; impairments
under the SECs full cost ceiling test for natural gas and oil reserves; 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; 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, including changes
in the plans of the sponsors of the proposed Millennium Pipeline with respect to that project; the
nature and projected profitability of pending and potential projects and other investments;
occurrences affecting the Companys ability to obtain funds from operations or from issuances of
debt or equity securities to finance needed capital expenditures and other investments, including
any downgrades in the Companys credit ratings; uncertainty of oil and gas reserve estimates;
ability to successfully identify and finance acquisitions or other investments and ability to
operate and integrate existing and any subsequently acquired business or properties; ability to
successfully identify, drill for and produce economically viable natural gas and oil reserves;
significant changes from expectations in the Companys actual production levels for natural gas or
oil; regarding foreign operations, changes in trade and monetary policies, inflation and exchange
rates, taxes, operating conditions, laws and regulations related to foreign operations, and
political and governmental changes; significant changes in tax rates or policies or in rates of
inflation or interest; significant changes in the Companys 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 Companys 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.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit 99
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Presentation materials for meetings to be held April 16, 2007 through April 18, 2007 |
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.
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NATIONAL FUEL GAS COMPANY
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By: |
/s/ James R. Peterson
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James R. Peterson |
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Assistant Secretary |
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April 16, 2007
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99
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Presentation materials for meetings to be held
April 16, 2007 through April 18, 2007 |