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): August 7, 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) |
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Registrant’s telephone number, including area code: (716) 857-7000 |
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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 2.02 |
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Results of Operations and Financial Condition. |
On August 7, 2008, National Fuel Gas Company (the “Company”) issued a press release regarding its
earnings for the quarter ended June 30, 2008. A copy of the press release is furnished as part of
this Current Report as Exhibit 99.
Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion
in such press release of any reference to the Company’s 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 Company’s 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 press release 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
Company’s operating results in a manner that is focused on the performance of the Company’s ongoing
operations. The Company’s 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 press release furnished as part of this Current
Report, including statements regarding estimated future earnings and statements that are identified
by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,”
“predicts,” “projects,” “believes,” “seeks,” “will” and “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 Company’s projections will in fact be achieved nor do these
projections reflect any acquisitions or divestitures that may occur in the future. While the
Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 SEC’s 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 Company’s 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 Company’s 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. |
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Exhibit 99 |
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Press release issued August 7, 2008 regarding earnings for the quarter ended June 30, 2008 |