[Federal Register Volume 63, Number 3 (Tuesday, January 6, 1998)]
[Notices]
[Page 583]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-156]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26805]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
December 29, 1997.
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
declaration(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 22, 1998, to the Secretary, Securities and Exchange
Commission, Washington, DC 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 (70-9149)
Notice of Proposal to Issue Common and Preferred Stock; Order
Authorizing Solicitation of Proxies
National Fuel Gas Company (``NFG''), 10 Lafayette Square, Buffalo,
New York 14201, a gas registered holding company, has filed a
declaration under sections 6(a), 7 and 12(e) of the Public Utility
Holding Company Act of 1935, as amended (``Act''), and rules 62 and 65
under the Act relating to proposed changes to its certificate of
incorporation.
On December 11, 1997, the Board of Directors of NFG adopted
resolutions to amend Article Fourth of NFG's Restated Certificate of
Incorporation, as amended (``Certificate of Incorporation''), to:
increase the number of authorized shares of common stock, $1 par value
(``Common Stock''), from 100,000,000 shares to 200,000,000 shares of
Common Stock, eliminate NFG's existing 3,200,000 shares of authorized
but unissued preferred stock, $25 par value, and all related provisions
in the Certificate of Incorporation \1\ and authorize 10,000,000
shares, $1 par value, of a new class of preferred stock (``New
Preferred Stock''). NFG states that it has no present plans to issue
New Preferred Stock or any material amount of additional shares of
Common Stock.
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\1\ NFG represents that currently there are no outstanding
shares of preferred stock.
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NFG states that the New Preferred Stock will be issued in one or
more series and with certain powers, designations, preferences and
relative, participating, optional or other special rights and
qualifications as the Board of Directors determines, in its discretion,
without further action by the shareholders unless shareholder action is
required by applicable law or stock exchange requirements. Issuances of
New Preferred Stock will also be subject to then existing and
applicable provisions of the Certificate of Incorporation.
NFG proposes to solicit proxies from its shareholders to approve
amendments to NFG's Certificate of Incorporation required to effect
these changes at the next annual shareholders meeting, scheduled for
February 26, 1998. Accordingly, NFG requests that an order authorizing
the solicitation of proxies be issued as soon as practicable under rule
62(d).
It appears to the Commission that NFG's declaration regarding the
proposed solicitation of proxies should be permitted to become
effective immediately.
It is ordered, under rule 62 under the Act, that the declaration
regarding the proposed solicitation of proxies can become effective
immediately, subject to the terms and conditions contained in rule 24
under the Act.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-156 Filed 1-5-98; 8:45 am]
BILLING CODE 8010-01-M
