FORM 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 18, 2008
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other jurisdiction
of incorporation)
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1-3880
(Commission File Number)
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13-1086010
(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) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
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
18, 2008. A copy of presentation materials to be provided to participants in the meetings is
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 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 in the presentation furnished as part of this Current
Report, including statements regarding expected future natural gas and oil production, estimated
future earnings, future prospects, plans 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, may, and similar expressions, are forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995. There can be 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 projected in 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: financial and economic
conditions, including the availability of credit, and their effect on the Companys ability to
obtain financing on acceptable terms for working capital, capital expenditures and other
investments; occurrences affecting the Companys ability to obtain financing under credit lines or
other credit facilities or through the issuance of commercial paper, other short-term notes or debt
or equity securities, including any downgrades in the Companys credit ratings and changes in
interest rates and other capital market conditions; changes in economic conditions, including
global, national or regional recessions, and their effect on the demand for, and customers ability
to pay
for, the Companys products and services; economic disruptions caused by terrorist activities, acts
of war or major accidents; changes in actuarial assumptions, the interest rate environment and the
return on assets for the Companys retirement plan and post-retirement benefit plans, which can
affect future funding obligations and costs and plan liabilities; 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; uncertainty of oil and natural gas reserve estimates; ability to successfully
identify, drill for and produce economically viable natural gas and oil reserves, including
shortages, delays or unavailability of equipment and services required in drilling operations;
significant changes from expectations in the Companys 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 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 natural 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; 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 Securities and Exchange Commissions full cost ceiling test for
natural gas and oil reserves; changes in the market price of timber and the impact such changes
might have on the types and quantity of timber harvested by the Company; 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 or activist shareholder campaigns to effect changes at the Company; 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 beginning November
18, 2008 |
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 18, 2008
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 18, 2008 |