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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): July 25, 2001
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 (IRS Employer or
incorporation) Number) Identification No.)
10 Lafayette Square, Buffalo, New York 14203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 857-6987
ITEM 5. OTHER EVENTS
On July 25, 2001, National Fuel Gas Company (the "Company") and its
subsidiary, Seneca Resources Corporation, issued press releases regarding their
earnings for the third quarter ended June 30, 2001. Copies of these press
releases are hereby incorporated by reference and made a part of this Current
Report as Exhibits 99(a) and 99(b), respectively.
During a public conference call on July 26, 2001, the Company offered
revised earnings projections for its fiscal year 2002. Also on that day, the
Company issued a press release containing the revised estimate, a copy of which
is hereby incorporated by reference and made a copy of this Current Report as
Exhibit 99(c).
Neither the filing of any press release as an exhibit to this Current
Report nor the inclusion in such press release of a 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 by the Company with the Securities and
Exchange Commission.
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As disclosed in the attached press releases, the Company held a public
conference call on July 26, 2001. During the course of that call, the Company
indicated that it estimates earnings for the Company's fiscal year 2001 will be
a record-high $4.25 to $4.35 per diluted common share, and that earnings for
fiscal 2002 will be in the range of $4.10 to $4.20 per diluted common share.
There is no assurance that these earnings projections will in fact be
achieved nor do these projections reflect any acquisitions or divestitures that
may occur before or during fiscal 2002. The above earnings projections are
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. 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 in the forward-looking statement.
Furthermore, each forward-looking statement speaks only as of the date on which
it is made, and the Company undertakes no obligation to update the statement to
reflect events or circumstances after the date on which it is made or to reflect
the occurrence of unanticipated events. In addition to other factors, the
following are important factors that could cause actual results to differ
materially from the statements: changes in economic conditions, demographic
patterns or weather conditions; changes in the availability or price of natural
gas and oil; inability to obtain new customers or retain existing ones;
significant changes in competitive conditions affecting the Company;
governmental/regulatory actions, initiatives and proceedings, including those
affecting acquisitions, financings, allowed rates of return, industry and rate
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; the nature and projected profitability of pending and
potential projects and other investments; occurrences affecting the Company's
ability to obtain funds from operations, debt or equity to finance needed
capital expenditures and other investments; uncertainty of oil and gas reserve
estimates; ability to successfully identify and finance oil and gas property
acquisitions and ability to operate and integrate existing and any subsequently
acquired business or properties; ability to successfully identify, drill for and
produce economically viable natural gas and oil reserves; significant changes
from expectations in the Company's actual production levels for natural gas or
oil; changes in the availability or price of derivative financial instruments;
changes in the price of natural gas or oil and the related effect given the
accounting treatment or valuation of related derivative financial instruments;
inability of the various counterparties to meet their obligations with respect
to the Company's financial instruments; regarding foreign operations - changes
in foreign trade and monetary policies, laws, and regulations related to foreign
operations, political and governmental changes, inflation and exchange rates,
taxes and operating conditions; significant changes in tax rates or policies or
in rates of inflation or interest; significant changes in the Company's
relationship with its employees and contractors and the potential adverse
effects if labor disputes, grievances or shortages were to occur; or changes in
accounting principles or the application of such principles to the Company. The
Company disclaims any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99(a) - Press Release issued July 25, 2001 regarding
National Fuel Gas Company earnings for the third quarter
Exhibit 99(b) - Press Release issued July 25, 2001 regarding Seneca
Resources Corporation earnings for the third quarter
Exhibit 99(c) - Press Release issued July 26, 2001 regarding
National Fuel Gas Company estimated earnings for fiscal 2002
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
By: /s/ James R. Peterson
_________________________________
James R. Peterson
Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
99(a) Press Release issued July 25, 2001
regarding National Fuel Gas Company
earnings for the first quarter
99(b) Press Release issued July 25, 2001
regarding Seneca Resources Corporation
earnings for the first quarter
99(c) Press Release issued July 26, 2001
regarding National Fuel Gas Company
estimated earnings for fiscal 2002