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): November 8, 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
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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6363 Main Street, Williamsville, New York
(Address of principal executive offices)
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14221
(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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2007, National Fuel Gas Company (the “Company”) issued a press release regarding its
earnings for the quarter and fiscal year ended September 30, 2007. A copy of the press release is
hereby incorporated by reference into this Item 2.02 and furnished as part of this Current Report
as Exhibit 99.
Item 8.01 Other Events.
On November 8, 2007, the Company issued a press release regarding its earnings for the quarter and
fiscal year ended September 30, 2007. 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.
Neither the furnishing or filing of the press release as an exhibit to this Current Report nor the inclusion
in such press release of any reference to the Company’s 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 Company’s 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 press release furnished and filed 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
Company’s operating results in a manner that is focused on the performance of the Company’s ongoing
operations. The Company’s 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 press release, including
statements regarding future earnings, developments and operational results, 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 Company’s
projections will in fact be achieved nor do these projections reflect any acquisitions or
divestitures that may occur in the future. 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 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 of
derivative financial instruments or the valuation of the Company’s natural gas and oil reserves;
impairments under the Securities and Exchange Commission’s 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; 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
or from issuances of 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;
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 Company’s actual production levels for natural gas or oil; 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.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit 99
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Press Release issued November 8, 2007 regarding earnings for the
quarter and fiscal year ended September 30, 2007 |