[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