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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
National Fuel Gas Company
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[insert company logo]
NATIONAL FUEL GAS COMPANY
10 Lafayette Square, Buffalo, New York 14203
September 27, 2001
TO: The Stockholders of National Fuel Gas Company
ADDITIONAL INFORMATION
Regarding the Notice of Special Meeting and Proxy Statement
of National Fuel Gas Company (the "Company")
dated August 9, 2001
Reference is made to the Notice of Special Meeting and Proxy
Statement of the Company dated August 9, 2001 (the "Proxy Statement") regarding
the Special Meeting of Stockholders to be held on September 19, 2001 (the
"Special Meeting"). The Special Meeting was called to approve amendments to the
Company's 1997 and 1993 Award and Option Plans.
In the wake of the turmoil caused by the tragic events of
September 11, 2001, the Special Meeting was recessed to Tuesday, October 16,
2001, at 10:00 a.m. Eastern Time, at the same location at the offices of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, New
York. The record date (July 23, 2001) for stockholders entitled to vote at the
Special Meeting and the stockholders' action requested remain unchanged. All
votes previously cast will be counted, unless new proxies are submitted.
* * * * * * *
IF YOU HAVE ALREADY VOTED, NO FURTHER ACTION IS REQUIRED. YOUR
PREVIOUS VOTE WILL BE COUNTED. IF YOU HAVE NOT VOTED OR WISH TO CHANGE YOUR
PREVIOUS VOTE, YOU MAY DO SO BY VOTING YOUR SHARES BY TELEPHONE AS DESCRIBED ON
THE ENCLOSED PROXY/VOTING INSTRUCTIONS CARD OR BY COMPLETING, SIGNING, DATING
AND PROMPTLY RETURNING THE PROXY/VOTING INSTRUCTIONS CARD.
* * * * * * *
In addition, the Company wishes to share the following
information with its stockholders.
On September 19, 2001 the Company announced the election of
Philip C. Ackerman as Chief Executive Officer to succeed Bernard J. Kennedy,
effective October 1, 2001. Mr. Kennedy, 70, who joined the Company in 1958 and
has been Chief Executive Officer since 1988, will remain Chairman until the end
of the year and will continue to serve as a Director. Mr. Kennedy has also
agreed to serve as a consultant to the Company for 30 months commencing January
2, 2002 at a monthly retainer of $20,833. Mr. Ackerman, 57, joined the Company
in 1968 and has been President since 1999, a Director since 1994 and Chief
Financial Officer since 1981.
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In connection with the transition in its leadership, the
Company has agreed to arrangements under which its existing agreement with Mr.
Kennedy will conclude on January 2, 2002. In the interim, Mr. Kennedy's cash
compensation will continue at the current level and it is anticipated that he
will receive an option grant in accordance with normal year-end practice. In
addition, Mr. Kennedy will continue to be entitled to a lifetime monthly
retirement benefit of $11,878 under the Company's qualified Retirement Plan. In
recognition of his long and distinguished service to the Company, and in
consideration of his waiver of the balance of his existing agreement with the
Company, his undertaking to be bound permanently by comprehensive
confidentiality and non-disclosure arrangements, and his agreement to a broad,
three-year, non-compete covenant, the Company has agreed to award Mr. Kennedy,
effective October 1, 2001, 100,000 shares of the Company's stock (which shares
will be purchased by the Company on the open market) and to settle Mr. Kennedy's
pension entitlements in accordance with the Company's Executive Retirement Plan,
as amended to accommodate similarly situated executives and reflect prior
actions of the Company's Board of Directors. Pursuant to that settlement, Mr.
Kennedy is entitled to a lifetime monthly retirement benefit of $183,745, which
translates into a one-time cash out option of $23,000,000 as of January 1, 2004,
which amount would be payable as a death benefit, in the event of Mr. Kennedy's
death prior to January 1, 2004. This cash out would eliminate the Company's
liability for any future annuity payments under the Executive Retirement Plan.
For further information with respect to these matters,
reference is made to the Company's Current Report on Form 8-K dated September
19, 2001 (and the exhibits thereto) filed with the Securities and Exchange
Commission. The foregoing supplements certain of the information set forth in
the Proxy Statement.
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NATIONAL FUEL GAS COMPANY
PLEASE MARK VOTE AS INDICATED IN THIS EXAMPLE. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
For Against Abstain
Item 1. Approval of Amendments to the National Fuel Gas Company 1997 Award and [ ] [ ] [ ]
Option Plan and the National Fuel Gas Company 1993 Award and Option Plan:
WILL ATTEND MEETING [ ]
**WE ENCOURAGE YOU TO VOTE BY TELEPHONE TOLL FREE.
PLEASE READ THE INSTRUCTIONS BELOW**
INCOMPLETE DIRECTIONS AND INSTRUCTIONS. IF THIS CARD IS RETURNED SIGNED BUT
WITHOUT DIRECTIONS MARKED FOR ITEM 1, YOU ARE INSTRUCTING THE TRUSTEE(S) AND
GRANTING THE PROXIES DISCRETION TO VOTE FOR ITEM 1. YOU MAY REVOKE YOUR
INSTRUCTIONS BY NOTICE TO THE TRUSTEE(S) AS DESCRIBED ON THE FIRST PAGE OF THE
ENCLOSED PROXY STATEMENT.
Please sign your name as it appears on this
proxy/voting instruction card and return the
completed card in the enclosed envelope.
When signing as an attorney, executor,
administrator, trustee, guardian or other
representative, please give title as such.
If signer is a corporation, please sign full
corporate name by duly authorized officer
and attach corporate seal. For joint
accounts, each joint owner should sign.
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Signature
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Signature (if held jointly)
Dated:______________________________________
This proxy, when properly executed, will be voted as directed by the
stockholder. See reverse side for important provisions and additional
instructions.
CONTROL NUMBER
VOTE BY TELEPHONE -- TOLL FREE
[PHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies/trustees to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
-- You will be asked to enter a Control Number, which is located above.
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-- To vote as the Board of Directors RECOMMENDS, Press 1.
-- To vote AGAINST, press 9
-- To ABSTAIN; press 0.
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WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
Your vote will be repeated, please confirm your selection.
When prompted, please answer the following:
-- Will you be attending the Special Meeting?
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY/VOTING INSTRUCTION CARD.
THANK YOU FOR VOTING.
CALL **TOLL FREE** ON A TOUCH TONE TELEPHONE
1-888-698-8077 -- ANYTIME
There is NO CHARGE to you for this call.
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PROXY PROXY
NATIONAL FUEL GAS COMPANY
Proxy/Voting Instruction Card Solicited by the Board of Directors for Use at the
Special Meeting of Stockholders: October 16, 2001
PLACE: Offices of LeBoeuf, Lamb, Greene & MacRae,
125 West 55th Street, New York, NY 10019-5389
The undersigned on the other side of this card hereby appoints B. J.
Kennedy, P. C. Ackerman, and A. M. Cellino, and each or any of them, Proxies
with full power of substitution and revocation in each, to vote all the shares
of Common Stock held of record by the undersigned on July 23, 2001 at the
Special Meeting of Stockholders of National Fuel Gas Company or at any
adjournment of the meeting, on each of the items on the reverse side and in
accordance with the directions given there, and, in their discretion, on all
other matters that may properly come before the Special Meeting or any
adjournment thereof. THIS PROXY MAY BE REVOKED WITH THE SECRETARY OF THE MEETING
AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY STATEMENT.
EMPLOYEE BENEFIT PLANS. This card also provides voting instructions for
shares held in the National Fuel Gas Company Employee Stock Ownership Plans, the
National Fuel Gas Company Employees' Thrift Plan, and the National Fuel Gas
Company Tax-Deferred Savings Plans. If you are a participant in any of these
plans and have shares of the Common Stock of the Company allocated to your
account under these plans, please read the following authorization to the
Trustees of those plans as to the voting of such shares.
TRUSTEES' AUTHORIZATION. The undersigned on the other side of this card
authorizes JP Morgan Chase & Co. as Trustee of the National Fuel Gas
Company Employee Stock Ownership Plans and the National Fuel Gas Company
Employees' Thrift Plan and/or authorizes Vanguard Fiduciary Trust Company as
Trustee of the National Fuel Gas Company Tax-Deferred Savings Plans to vote all
shares of the Common Stock of the Company allocated to the undersigned's account
under such plan(s) (as shown on the reverse side) at the Special Meeting, or at
any adjournment thereof, in accordance with the instructions on the reverse
side.
THIS PROXY/VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE BY TELEPHONE, OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE WITHOUT ATTENDING THE MEETING IN ONE OF TWO WAYS:
1. Call TOLL FREE 1-888-698-8077 on a touch-tone telephone and follow the
instructions found on the reverse side.
Or
2. Mark, sign and date your proxy/voting card and return it promptly in the
enclosed envelope.
PLEASE VOTE