UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A/A

Amendment No. 2

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

NATIONAL FUEL GAS COMPANY

 

(Exact name of registrant as specified in its charter)

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: Not applicable

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

 

 

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               This Amendment No. 2 on Form 8-A/A is filed to supplement and amend the information set forth in Items 1 and 2 of the Registration Statement on Form 8-A (File No. 001-03880) filed with the Securities and Exchange Commission (the "Commission") by National Fuel Gas Company (the "Company") on June 14, 1996, as amended by Amendment No. 1 thereto filed with the Commission on April 30, 1999.

 

 

On March 19, 1996, the Board of Directors (the "Board") of the Company authorized the Company to enter into a Rights Agreement, dated as of June 12, 1996 (the "Original Rights Agreement"), between the Company and Marine Midland Bank, as rights agent. In connection therewith, the Board authorized and declared a dividend distribution of one right (collectively, the "Rights") for each outstanding share of common stock, par value $1.00, of the Company (the "Common Stock").

 

On September 17, 1998, the Board approved certain amendments to the Original Rights Agreement and authorized the Company to enter into an Amended and Restated Rights Agreement to reflect those amendments. On April 30, 1999, the Company entered into the Amended and Restated Rights Agreement, dated as of April 30, 1999, with HSBC Bank USA (the successor in interest to Marine Midland Bank), as rights agent.

 

On September 7, 2001, the Company effectuated a two-for-one split of its Common Stock and in connection therewith executed a certificate of amendment to the Original Rights Agreement, as amended. As a result, the (i) purchase price per share of Common Stock upon the exercise of the Rights was adjusted to $65.00 (being $32.50 per half share) and (ii) price at which the Rights may be redeemed was adjusted to $.005 per Right.

 

On June 7, 2007, the Board authorized additional amendments to the Original Rights Agreement, as amended, and authorized the Company to enter into an Amended and Restated Rights Agreement to reflect those amendments. On June 8, 2007, the Company entered into the Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the "Rights Agreement"), with HSBC Bank USA, National Association, as rights agent.

 

 

 

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not be any person who otherwise would be an Acquiring Person but whom the Board determines, in good faith, to have become an Acquiring Person inadvertently (including, without limitation, because (i) such person was unaware that he or it was the beneficial owner of a percentage of Common Stock that otherwise would cause such person to be an Acquiring Person, or (ii) such person was aware of the extent to which such person is the beneficial owner of Common Stock but had no actual knowledge of the consequences of being such a beneficial owner under the Rights Agreement) and without any intention of changing or influencing control of the Company, and if such person, after being advised of such determination and within a period of time set by the Board, divests himself or itself of a sufficient number of shares of Common Stock so that such person would no longer be the beneficial owner of a Substantial Block;

 

The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Rights Agreement, a copy of which has been filed as an exhibit hereto and is expressly incorporated by reference herein.

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Dated: June 8, 2007

 

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Exhibit Index