Current Report Filing (8-k)
13 January 2018 - 7:39AM
Edgar (US Regulatory)
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): January 11, 2018
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
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1-3880
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13-1086010
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6363 Main Street, Williamsville, New York
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14221
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (716)
857-7000
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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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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The information set forth under Item 3.03 below is incorporated
herein by reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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On January 11, 2018, National Fuel Gas Company (the
Company) entered into Amendment No. 1 to that certain Amended and Restated Rights Agreement, dated as of December 4, 2008, by and between the Company and Wells Fargo Bank, National Association (Wells Fargo), as
successor rights agent to The Bank of New York.
Amendment No. 1 modifies the rights of holders of the Companys Common Stock Purchase Rights
(the Rights), by advancing the final expiration date of the Rights from July 31, 2018 to January 16, 2018. At the close of business on January 16, 2018, the Rights will expire and will no longer be exercisable.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a
copy of which has been filed as Exhibit 4.1 hereto and is expressly incorporated by reference herein.
Wells Fargo is a party to the Third Amended and
Restated Credit Agreement, dated as of September 9, 2016, among the Company, the lenders party thereto, and JP Morgan Chase Bank, National Association, as Administrative Agent. Wells Fargo Shareowner Services, a division of Wells Fargo, serves
as the Companys transfer agent and as administrator of the Companys Direct Stock Purchase and Dividend Reinvestment Plan.
Item 7.01
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Regulation FD Disclosure.
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The Company notes that, under the laws of New York and Pennsylvania, where the
Companys Utility segment operates, regulatory approvals are required with respect to certain acquisitions of interests in public utility companies or public utility holding companies.
Item 9.01
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Financial Statements and Exhibits.
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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.
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NATIONAL FUEL GAS COMPANY
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By:
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/s/ Sarah J. Mugel
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Sarah J. Mugel
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Assistant Secretary
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Dated: January 12, 2018
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