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): March 28, 2005
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 1-3880 13-1086010
(State or other jurisdiction (Commission File Number) (IRS Employer or
of incorporation) Identification No.)
6363 Main Street, Williamsville, New York 14221
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 857-7000
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 28, 2005, the Compensation Committee of the Board of Directors
of National Fuel Gas Company (the "Company") approved and adopted short-term
incentive goals for fiscal year 2005 for executive officers James A. Beck,
Dennis J. Seeley and David F. Smith. Mr. Beck is President of Seneca Resources
Corporation. Effective April 1, 2005, Mr. Seeley is Vice President of the
Company and President of National Fuel Gas Distribution Corporation. Also
effective April 1, 2005, Mr. Smith is Vice President of the Company, President
of National Fuel Gas Supply Corporation and President of Empire State Pipeline.
These officers will earn a bonus for fiscal year 2005 depending upon their
performance relative to their goals. Bonus amounts pursuant to this arrangement
can range from zero to 130% of salary, with a target bonus of 65% of salary. The
Compensation Committee may approve other compensation or awards at its
discretion.
Mr. Beck's goals relate to oil and natural gas production volume
(weighted as 30% of the goal formula), reserve replacement (weighted 30%),
finding and development costs (weighted 20%), and lease operating expense and
general and administrative expense per Mcfe (weighted 20%).
Mr. Seeley's goals relate to corporate earnings per share (weighted as
50% of the goal formula), customer service and safety (weighted 20%), particular
expansion projects (weighted 15%), and the profitability, production and reserve
replacement of a division of the Company's Exploration and Production segment
(weighted 15%).
Mr. Smith's goals relate to corporate earnings per share (weighted as
50% of the goal formula), customer service and safety (weighted 20%), particular
expansion projects (weighted 20%), and execution of the Company's plans with
respect to certain immaterial, non-core assets (weighted 10%).
In addition, on March 29, 2005, the Compensation Committee awarded
non-qualified stock options under the National Fuel Gas Company 1997 Award and
Option Plan (the "Plan") to various employees of the Company and its
subsidiaries, including the following executive officers: Philip C. Ackerman,
160,000; Karen M. Camiolo, 40,000; Anna Marie Cellino, 30,000; Paula M.
Ciprich, 25,000; Donna L. DeCarolis, 25,000; John R. Pustulka, 35,000; James
D. Ramsdell, 15,000; David F. Smith, 60,000; and Ronald J. Tanski, 40,000. The
options have an exercise price of $28.155 and become exercisable on June 29,
2005. The options expire March 30, 2015. The form of award letter used for
options issued under the Plan is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1 Form of Award Notice under National Fuel Gas Company
1997 Award and Option Plan
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.
NATIONAL FUEL GAS COMPANY
/s/ James R. Peterson
By:_________________________________
James R. Peterson
Assistant Secretary
EXHIBIT INDEX
Exhibit Number Description
10.1 Form of Award Notice under National Fuel Gas Company 1997
Award and Option Plan