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): November 9, 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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
National Fuel Gas Company (the Company) plans to hold meetings with certain shareholders,
industry analysts, money managers and other members of the financial community beginning November
12, 2007. A copy of presentation materials to be provided to participants in the meetings is
hereby incorporated by reference into this Item 8.01 and filed as part of this Current Report as
Exhibit 99.
Neither the filing 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 presentation 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 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 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 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 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 Companys natural gas and oil reserves;
impairments under the Securities and Exchange Commissions 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 Companys 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 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; 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 or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99 Presentation materials for meetings to be held beginning November
12, 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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Dated: November 9, 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 beginning
November 12, 2007 |