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): September 18, 2008
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)) |
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Item 7.01 |
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Regulation FD Disclosure |
National Fuel Gas Company (the Company) will make a presentation to securities market
professionals in Erie, Pennsylvania on Thursday, September 18, 2008. A copy of the presentation 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: changes in economic
conditions, including economic disruptions caused by terrorist activities, acts of war or major
accidents, and downturns in economic activity including national or regional recessions; 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 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 changes in 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 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,
from borrowings under our credit lines or other credit facilities or from issuances of other
short-term notes or debt or equity securities to finance needed capital expenditures and other
investments, including any downgrades in the Companys credit ratings; 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 SECs 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; 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.
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Item 9.01 |
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Financial Statements and Exhibits |
Exhibit 99 Presentation materials dated September 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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September 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 dated September 18, 2008 |