[Federal Register Volume 62, Number 2 (Friday, January 3, 1997)]
[Notices]
[Page 434]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-18]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26636]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
December 24, 1996.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
delcaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by January 21, 1997, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
National Fuel Gas Company (70-8975)
Notice of Proposal to Issue Common Stock; Order Authorizing
Solicitation of Proxies
National Fuel Gas Company (``NFG''), 10 Lafayette Square, Buffalo,
New York 14203, a gas registered holding company, has filed a
declaration under sections 6(a), 7 and 12(e) of the Act and rules 62
and 65 thereunder.
NFG proposes to issue shares of NFG common stock in connection with
the NFG 1997 Award and Option Plan (``Plan''). The Plan will be
administered by the Compensation Committee of the Board of Directors or
another committee so designated (``Committee''). No member of the
Committee is eligible to be selected to participate in the Plan. The
Plan authorizes the Committee, at its discretion, to grant awards from
December 13, 1996 through December 12, 2006 to key employees of NFG or
any of its 80% or more owned subsidiaries. Under the Plan, 1.9 million
shares of NFG common stock are available for grants. Awards covering no
more than 300,000 shares of Common Stock may be granted to any
participant in any fiscal year.
NFG's Board of Directors (``Board'') may suspend or terminate the
Plan at any time and may also amend the Plan at any time, provided
however, that any such amendment may be subject to shareholder approval
(1) at the discretion of the Board and (2) to the extent that
shareholder approval may be required by law.
The following types of awards may be available under the Plan: (1)
Stock options, including incentive stock options; (2) stock
appreciation rights (``SARs''), the right to receive a payment equal to
the appreciation in market value of a stated number of shares of common
stock from the SARs' exercise price to the market value on the date of
exercise; (3) common stock of NFG, including restricted stock; (4)
common stock units; (5) performance shares; (6) performance units; and
(7) any award established by the Committee which is consistent with the
Plan's purpose, as described in the Plan.
The Plan provides for the forfeiture of awards in the event of
termination of employment for a reason other than death, disability,
retirement, or any approved reason, unless the award provides
otherwise. Forfeiture is also required if, in the Committee's opinion,
the participant competes with NFG without its written consent, or if
the participant acts in a manner inimical to NFG's best interests.
The Committee may unilaterally amend any award if, in the
Committee's opinion, such amendment is not adverse to the participant.
NFG may deduct from any payment under the Plan the amount of any
applicable income and employment taxes, or may require the participant
to pay such taxes as a condition to making such payment. The Committee
may also allow the participant to satisfy this obligation by
withholding from any payment of common stock due, or by delivering to
NFG, shares of common stock with a fair market value equal to the
amount of applicable taxes.
NFG proposes to solicit proxies from its common shareholders to
approve the Plan at NFG's Annual Meeting of Stockholders on or about
February 20, 1997. Accordingly, NFG request that an order authorizing
the solicitation of proxies be issued as soon as practicable pursuant
to rule 62(d).
It appearing to the Commission that NFG's declaration regarding the
proposed solicitation of proxies should be permitted to become
effective forthwith:
It is ordered, that the declaration regarding the proposed
solicitation of proxies be, and it hereby is, permitted to become
effective forthwith, pursuant to rule 62 and subject to the terms and
conditions prescribed in rule 24 under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-18 Filed 1-2-97; 8:45 am]
BILLING CODE 8010-01-M
