-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q6cgDUpuZva+Dlnnt8VxT//4BIvc/8Q2r0KTxxvMDe5khtRby16WYhOf/g31/L33 x0RaCxaG3p1LKCvxktM5wg== 0000070145-95-000014.txt : 19990915 0000070145-95-000014.hdr.sgml : 19990915 ACCESSION NUMBER: 0000070145-95-000014 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19950127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 030-00009 FILM NUMBER: 95503372 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 U5S 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. FORM U5S ANNUAL REPORT For the Fiscal Year Ended September 30, 1994 Filed Pursuant to the Public Utility Holding Company Act of 1935 by NATIONAL FUEL GAS COMPANY 10 Lafayette Square, Buffalo, N. Y. 14203 NATIONAL FUEL GAS COMPANY FORM U5S - ANNUAL REPORT For the Fiscal Year Ended September 30, 1994 TABLE OF CONTENTS Page ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1994 3 ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 7 ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 7 ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 8 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 9 ITEM 6. OFFICERS AND DIRECTORS Part I. Names, principal business address and positions held as of September 30, 1994 11 Part II. Financial connections as of September 30, 1994 13 Part III. Compensation and other related information 13 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 17 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Intercompany sales and services (1) Salaries of officers of the Registrant 18 (2) Services rendered by Statutory Subsidiaries 19 (3) Services rendered by Registrant 26 Part II. Contracts to purchase services or goods between any System company and any affiliate 27 Part III. Employment of any person by any System company for the performance on a continuing basis of management services 27 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 27 ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements (Index) 28 Exhibits 43 SIGNATURE 48 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1994 Number of Common Percent of Issuer Owner's Name of Company Shares Owned Voting Power Book Value Book Value Registrant: (Thousands of Dollars) National Fuel Gas Company (Parent, Company or Registrant) - - - - Statutory Subsidiaries: National Fuel Gas Distribution Corporation (Distribution Corporation) (Note 1) 2,000 100% $386,064 $386,064 Unsecured Debt (Note 9) - - $401,600 $401,600 National Fuel Gas Supply Corporation (Supply Corporation) (Note 2 and 12) 1,013,802 100% $195,902 $195,902 Unsecured Debt (Note 9) - - $230,865 $230,865 Seneca Resources Corporation (Seneca Resources) (Note 3 and 12) 100,000 100% $109,539 $109,539 Unsecured Debt (Note 9) - - $133,000 $133,000 Empire Exploration Company (Note 10) $ 449,200 N/A $ 449 $ 449 Empire 1983 Drilling Program (Note 10) $ 449,200 N/A $ 449 $ 449 Empire 1983 Joint Venture (Note 10) $ 970,150 N/A $ 970 $ 970 Highland Land & Minerals, Inc. (Highland) (Note 4) 4,500 100% $ 4,440 $ 4,440 Utility Constructors, Inc. (UCI) (Note 5) 1,000 100% $ 2,890 $ 2,890 Unsecured Debt (Note 9) - - $ 7,300 $ 7,300 Data-Track Account Services, Inc. (Data-Track) (Note 6) 1,000 100% $ 583 $ 583 Leidy Hub, Inc. (Leidy Hub) (Note 7) 4,000 100% $ 572 $ 572 Unsecured Debt (Note 9) - - $ 200 $ 200 Ellisburg-Leidy Northeast Hub Company Partnership (Note 11) $ 14 N/A $ 14 $ 14 National Fuel Resources, Inc. (NFR) (Note 8) 10,000 100% $ 5,660 $ 5,660 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1994 (Continued) Notes: (1) Distribution Corporation is a public utility that sells natural gas and provides gas transportation service in western New York and northwestern Pennsylvania. (2) Supply Corporation is engaged in the transportation and storage of natural gas for System and nonaffiliated companies. (3) Seneca Resources is engaged in the exploration for, and the development and purchase of, natural gas and oil reserves in the Gulf Coast of Texas and Louisiana, in California, and in the Appalachian region of the United States. In addition, Seneca is engaged in the marketing of timber from its Pennsylvania land holdings. (4) Highland operates a sawmill and kiln in Kane, Pennsylvania. (5) UCI is engaged in pipeline construction and other construction work for the System and nonaffiliated companies, and is headquartered in Linesville, Pennsylvania. (6) Data-Track provides collection services for the subsidiaries of the Company, particularly Distribution Corporation, primarily through the issuance of collection notices. (7) Leidy Hub (formerly Enerop Corporation) is a partner in the Ellisburg-Leidy Northeast Hub Company, which operates a natural gas market area hub in northcentral Pennsylvania serving the consuming regions of the Northeast, Mid-Atlantic and Canada. (8) NFR is engaged in the marketing and brokerage of natural gas and performs energy management services for utilities and end-users. (9) Unsecured debt is presented on page 6. (10) In December 1983, Empire Exploration, Inc. (which was subsequently merged into Seneca Resources effective July 1, 1994) established a drilling fund through a series of limited partnerships in which it acts as general partner (See File No. 70-6909). Empire Exploration, Inc. made a cash investment of $449,200 in Empire Exploration Company, a limited partnership. Empire Exploration Company paid such cash investment of $449,200 plus other sums to, and various limited partners made cash investments in, the Empire 1983 Drilling Program, another limited partnership. Empire 1983 Drilling Program made a cash investment in Empire 1983 Joint Venture, of $9,903,990 (of which $449,200 represents the Empire Exploration, Inc. indirect investment), and Empire Exploration, Inc. invested an additional $520,950 in Empire 1983 Joint Venture. Thus, Empire Exploration, Inc.'s aggregate investment in all three limited partnerships amounted to $970,150. This amount is included in Seneca Resources' Paid In Capital of $104,035,000 at September 30, 1994. ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1994 (Continued) None of the three limited partnerships has issued common stock; the numbers listed with respect thereto under the first column represent dollars. (11) Leidy Hub and Hub Services, Inc. (a wholly-owned subsidiary of Natural Gas Clearinghouse) entered into a Partnership Agreement on September 1, 1994 to form Ellisburg-Leidy Northeast Hub Company (the Partnership). Leidy Hub and Hub Services, Inc. each has a 50% interest in the Partnership. The Partnership has not issued any common stock; the numbers listed with respect thereto under the first column represent dollars. (12) Effective January 1, 1994, Supply Corporation's exploration and production assets were transferred to Empire Exploration Inc. at book value. Effective July 1, 1994, Penn-York Energy Corporation was merged into Supply Corporation and Empire Exploration, Inc. was merged into Seneca Resources. Both mergers were accounted for at historical cost, in a manner similar to a pooling of interests. Information provided throughout this report is for the merged entities. ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1994 (Concluded) Note (9) Unsecured Debt Principal Issuer Owner's Name of Company Amount Book Book (Issuer) Security Owned by Registrant Owed Value Value (Thousands of Dollars) Distribution Corporation Intercompany Notes: 6.24% Due May 1, 1995 $ 20,000 $ 20,000 $ 20,000 6.21% Due May 1, 1995 23,000 23,000 23,000 9.45% Due June 8, 1995 20,000 20,000 20,000 6.23% Due June 23, 1995 1,000 1,000 1,000 9.03% Due December 18, 1995 8,000 8,000 8,000 9.00% Due December 18, 1995 9,000 9,000 9,000 9.03% Due December 20, 1995 13,000 13,000 13,000 6.54% Due November 5, 1997 7,000 7,000 7,000 6.71% Due February 4, 2000 50,000 50,000 50,000 7.99% Due February 1, 2004 100,000 100,000 100,000 7.46% Due March 30, 2023 49,000 49,000 49,000 8.55% Due July 15, 2024 20,000 20,000 20,000 5.0573% System Money Pool* 81,600 81,600 81,600 401,600 401,600 401,600 Supply Corporation Intercompany Notes: 9.03% Due December 18, 1995 17,500 17,500 17,500 9.00% Due December 18, 1995 11,000 11,000 11,000 6.54% Due November 5, 1997 25,000 25,000 25,000 7.37% Due July 14, 1999 50,000 50,000 50,000 7.99% Due February 1, 2004 25,000 25,000 25,000 8.44% Due November 10, 2012 50,965 50,965 50,965 8.55% Due July 15, 2024 30,000 30,000 30,000 5.0573% System Money Pool* 21,400 21,400 21,400 230,865 230,865 230,865 Seneca Resources Intercompany Notes: 6.21% Due May 1, 1995 32,000 32,000 32,000 4.66% Due September 9, 1996 30,000 30,000 30,000 6.54% Due November 5, 1997 18,000 18,000 18,000 5.0573% System Money Pool* 53,000 53,000 53,000 133,000 133,000 133,000 UCI 5.0573% System Money Pool* 7,300 7,300 7,300 Leidy Hub 5.0573% System Money Pool* 200 200 200 $772,965 $772,965 $772,965 *Interest rate represents weighted average of all short-term securities outstanding at September 30, 1994, pursuant to System money pool arrangement, S.E.C. File No. 70-8297 (Release Nos. 25964, 26076 and 26196). ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None during fiscal year ended September 30, 1994. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES One Outer Continental Shelf Mineral Lessee's and Operator's bond executed by Seneca Resources, as principal, and Aetna Casualty and Surety Company, as surety, was outstanding during the year. This bond was in favor of the United States of America and is required as security regarding Seneca Resources' possible liabilities resulting from its operations under the Outer Continental Shelf Lands Act. It is a blanket bond in the sum of $3,000,000. The blanket bond extends to January 25, 1995. Seneca Resources paid a fee of $30,000 to Aetna for acting as surety of this bond. This transaction is exempt pursuant to Rule 45(b)(6) under the Public Utility Holding Company Act of 1935.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES FISCAL YEAR ENDED SEPTEMBER 30, 1994 Name of Company Number of Shares or Acquiring, Redeeming Principal Amount Commission Name of Issuer and Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization (Thousands of Dollars) Registered Holding Company: Registrant: 9.5% Debentures Due July 1, 2019 Registrant $19,917 $ 21,337 Rule 42 Distribution Corporation: 8.55% Note maturing July 15, 2024 Registrant $ 20,000 20,000 File No. 70-8143 Supply Corporation: 8.55% Note maturing July 15, 2024 Registrant 30,000 30,000 File No. 70-8143 7.37% Note maturing July 14, 1999 Registrant 50,000 50,000 File No. 70-8143 $121,337 Subsidiaries of Registered Holding Company Distribution Corporation: 9.5% Note Due July 1, 2019 Distribution Corp. 19,917 $21,337 Rule 42 Leidy Hub: Ellisburg-Leidy Northeast Hub Company Partnership Leidy Hub 14 $14 File No. 70-8417
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES Number of Aggregate 1. Name of Owner Persons Business of Persons Investment Distribution Corporation Two Municipalities and $ 1,088 Civic Organizations Supply Corporation One Purchase of natural $ 81 gas and other petroleum products Name and Business Description Owner's 2. Name of Owner of Issuer of Securities Book Value Leidy Hub Metscan, Inc. 400,000 shares $447,439 A developer of of common stock* an electronic gas meter read- ing device. 56,500 shares of $120,154 preferred A stock* 29,167 shares of $ 35,000 preferred B stock* * In the aggregate, Leidy Hub has 4.79% voting power. THIS PAGE LEFT BLANK INTENTIONALLY
ITEM 6. OFFICERS AND DIRECTORS Part I. Names, principal business address and positions held as of September 30, 1994 Names of System Companies with Which Connected National Fuel National Fuel Seneca Gas Distribution Gas Supply Resources Registrant Corp. Corp. Corp. B. J. Kennedy Buffalo, NY (1) D,COB,CEO,P,s D, COB, s D, COB, s s B. S. Lee Des Plaines, IL (2) D, df - - - J. M. Brown Buffalo, NY (1) D, df - - - D. N. Campbell Buffalo, NY (1) D, df - - - L. F. Kahl Niagara Falls, NY (3) D, df - - - L. Rochwarger Buffalo, NY (5) D, df - - - G. H. Schofield Erie, PA (7) D, df - - - E. T. Mann Buffalo, NY (1) D, df - - - P. C. Ackerman Buffalo, NY (1) D, SVP, s D ,EVP ,s EVP ,s D, P, s J. A. Beck Houston, TX (8) - - - VP ,s A. M. Cellino Buffalo, NY (1) AS, s VP, s - - R. P. Borneman Buffalo, NY (1) - VP ,s s s R. R. Davis Linesville, PA (6) - - - s W. E. DeForest Buffalo, NY (1) - D, SVP, s s - R. M. DiValerio Buffalo, NY (1) S, s - D, S, GC, s - B. H. Hale Buffalo, NY (1) - D, SVP, s s - R. Hare Buffalo, NY (1) - - D, P, s - W. J. Hill Buffalo, NY (1) - D, P, s - - S. D. Holbrook Buffalo, NY (1) - VP, s - - R. J. Kreppel Buffalo, NY (1) - - - - J. P. Pawlowski Buffalo, NY (1) T, s D, SVP, T, s T, s s J. R. Pustulka Buffalo, NY (1) - - VP, s - J. D. Ramsdell Buffalo, NY (1) VP, s - - W. A. Ross Buffalo, NY (1) - - D, VP, s s D. J. Seeley Buffalo, NY (1) - s D, SVP, s - D. F. Smith Buffalo, NY (1) - D, SVP, S, s - D R. J. Tanski Buffalo, NY (1) - GC, VP, s - s P. A. Turek Erie, PA (4) - - D, VP, s - G. T. Wehrlin Buffalo, NY (1) C, s D, SVP, C, s s D,S, T, C, s R. W. Wilcox Buffalo, NY (1) - VP, s s s R. J. Wright Buffalo, NY (1) - VP, s s - Position Symbol Key COB - Chairman of the Board of Directors df - Director's Fees CEO - Chief Executive Officer S - Secretary P - President AS - Assistant Secretary EVP - Executive Vice President C - Controller SVP - Senior Vice President D - Director VP - Vice President s - Salary GC - General Counsel T - Treasurer Notes (1) National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York 14203 (2) Institute of Gas Technology, 1700 So. Mt. Prospect Road, DesPlaines, IL 60018-1804 (3) The Carborundum Company, 345 Third St., Niagara Falls, NY 14303 (4) National Fuel Gas, 1100 State Street, Erie, Pennsylvania 16512 (5) Rockmont Corporation, 135 Delaware Avenue, Buffalo, New York 14202 Highland Utility Data-Track Land & Constructors Account National Fuel Leidy-Hub, Minerals, Inc. Inc. Services, Inc. Resources, Inc. Inc. s COB, s s s D - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - D, P, s D, P, s D, P - - - - - - - - - - - - - - - - - - VP, s - - - - - - - P, D - - - - - - - s s - - - - - - - - - - - - - - - - - - - VP, s - S, T, s T, s T, s s - - - - - - - - - - - - - - - - - - - - - D D, S D, S D, P, s - - - - S, T - - - - - - D, s D, s D, s D, s S, T, D s s s s - s s s s - (6) Utility Constructors, Inc., P. O. Box 7, Linesville, Pennsylvania 16424 (7) Zurn Industries, Inc., One Zurn Plaza, Erie, PA 16505 (8) Seneca Resources Corp., 333 Clay St., Houston, Texas 77002
Item 6. OFFICERS AND DIRECTORS (Continued) Part II. Financial connections as of September 30, 1994: Position Held Applicable Name of Officer Name and Location of in Financial Exemption or Director Financial Institution Institution Rule D. N. Campbell Manufacturers & Traders Trust Company, Buffalo, New York Director 70 (a) (1) First Empire State Corp- oration, Buffalo, New York Director 70 (a) (1) B. J. Kennedy Marine Midland Bank Buffalo, New York Director 70 (a) (1) Part III. Compensation and other related information: (A) Compensation of Directors and Executive Officers: The information required by this item appears under "Directors' Compensation," and "Executive Compensation," on page 5 and pages 7 to 21, respectively, of National Fuel Gas Company Proxy Statement, dated January 5, 1995, included as exhibit A (4) to this Form U5S and is incorporated herein by reference. (B) Interest of executive officers and directors in securities of System Companies including options or other rights to acquire securities: The information required by this item appears under "Security Ownership of Certain Beneficial Owners and Management," on pages 6 to 7 of the National Fuel Gas Company Proxy Statement, dated January 5, 1995, included as exhibit A (4) of this Form U5S and is incorporated herein by reference. (C) Contracts and Transactions with System Companies: Exhibit No. (Incorporated by Reference as Indicated) Executive Death Benefits Agreements dated August 28, 1991 with Bernard J. Kennedy. 10-TT (2) Split Dollar Death Benefits Agreement dated April 1, 1991 with Richard Hare (errata). 10.9 (6) Executive Death Benefits Agreement dated April 1, 1991 with William J. Hill. EX-10.8 (3) Split Dollar Death Benefits Agreement dated April 1, 1991 with Philip C. Ackerman (errata). 10.10 (6) Item 6. OFFICERS AND DIRECTORS (Continued) Part III. Compensation of Directors and Executive Officers (Continued): (C) Contracts and Transactions with System Companies (Continued) Exhibit No. (Incorporated by Reference as Indicated) Amendment to Death Benefits Agreement dated March 15, 1994 with Richard Hare 10.5 (6) Amendment to Death Benefits Agreement dated March 15, 1994 with Philip C. Ackerman 10.6 (6) Employment Agreements, dated September 17, 1981, with Bernard J. Kennedy. 10.4 (6) Eighth Extension to Employment Agreement with Bernard J. Kennedy, dated September 20, 1991. 10-SS (2) National Fuel Gas Company 1993 Award and Option Plan, dated February 18, 1993. 10.1 (5) National Fuel Gas Company 1983 Incentive Stock Option Plan, as amended and restated through February 18, 1993. 10.2 (5) National Fuel Gas Company 1984 Stock Plan, as amended and restated through February 18, 1993. 10.3 (5) Change in Control Agreement, dated May 1, 1992, with Philip C. Ackerman. EX-10.4 (3) Change in Control Agreement, dated May 1, 1992, with Richard Hare. EX-10.5 (3) Change in Control Agreement, dated May 1, 1992, with William J. Hill. EX-10.6 (3) Agreement, dated August 1, 1989, with Richard Hare. 10-Q (1) National Fuel Gas Company Deferred Compensation Plan, as amended and restated through May 1, 1994. 10.7 (6) National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan as amended and restated through February 17, 1994. 10.8 (6) Excerpt of Minutes from the National Fuel Gas Company Board of Directors Meeting dated December 5, 1991. 10-UU (2) Summary of Annual at Risk Compensation Incentive Program 10.10 (4) Item 6. OFFICERS AND DIRECTORS (Continued) Part III. Compensation of Directors and Executive Officers (Continued): (C) Contracts and Transactions with System Companies (Concluded): (Notes) (1) Incorporated by reference from the Exhibit filed with the Annual Report on Form 10-K, for the fiscal year ended September 30, 1989. (2) Incorporated by reference from Exhibit filed with the Annual Report on Form 10-K, for fiscal year ended September 30, 1991. (3) Incorporated by reference from Exhibit filed with the Annual Report on Form 10-K for fiscal year ended September 30, 1992. (4) Incorporated by reference from Exhibit filed with the Annual Report on Form 10-K for fiscal year ended September 30, 1993. (5) Incorporated by reference from Exhibit filed with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1993. (6) Incorporated by reference from Exhibit filed with the Annual Report on Form 10-K for fiscal year ended September 30, 1994. (D) Indebtedness to System Companies: None (E) Participation in Bonus and Profit-Sharing Arrangements and Other Benefits: The information required by this item appears under "Director's Compensation," and "Executive Compensation," on page 5 and pages 7 to 21, respectively, of the National Fuel Gas Company Proxy Statement, dated January 5, 1995, included as exhibit A (4) to this Form U5S and is incorporated herein by reference. (F) Rights to Indemnity: The information required by this item appears in Article II, Paragraph 8 of the National Fuel Gas Company By-Laws as amended through June 9, 1994. Such By-Laws are listed as Exhibit B(1)(i) to this Form U5S and are incorporated therein by reference as indicated. Item 6. OFFICERS AND DIRECTORS (Concluded) Part III. Compensation of Directors and Executive Officers (Concluded): The Company also purchases directors and officers liability insurance with a primary limit of $35 million and $25 million in excess coverage, and, in recognition of the scope of the foregoing by-law indemnification, certain other errors and omissions and general liability insurance coverages which are applicable to all employees as insureds, including directors and officers.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS Amount Name of Recipient Accounts Charged Per Books Fiscal Year Ended Name of Company or Beneficiary Purpose of Disbursing Company September 30, 1994 Tabulation showing expenditures, disbursements, or payments during the year, in money, goods or services, directly or indirectly to or for the account of: (1) Any political party, candidate for public office or holder of such office, or any committee or agent therefor: Distribution Corporation N/A *FEDPAC Misc. Income Deductions $10,900 Distribution Corporation N/A *NYPAC Misc. Income Deductions $ 9,829 Distribution Corporation N/A *PAPAC Misc. Income Deductions $ 9,567 Supply Corporation N/A *FEDPAC Misc. Income Deductions $ 577 Supply Corporation N/A *NYPAC Misc. Income Deductions $ 1,776 Supply Corporation N/A *PAPAC Misc. Income Deductions $ 1,658 *Company labor and expenses relating to administration of political action funds. (2) Any citizens group or public relations counsel: Distribution Corporation Alliance for a New New York Civic Operation Expense $109,000 Miscellaneous Deferred Debits $ 66,000 $175,000 Distribution Corporation Greater Buffalo Partnership Civic Operation Expense $ 30,643 Distribution Corporation 51 Beneficiaries Civic Operation Expense $ 35,993 Supply Corporation 21 Beneficiaries Civic Operation Expense $ 15,994 National Fuel Resources 2 Beneficiaries Civic Operation Expense $ 530 The information called for by instruction 2 to Item 7 was compiled, and memoranda from the applicable System Companies were received and are preserved by the Registrant.
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Intercompany sales and services (1) Salaries of officers of the Registrant NATIONAL FUEL GAS COMPANY REPORT OF OFFICERS' SALARIES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 Distri- bution Supply Seneca Data- Parent Corp. Corp. Resources UCI Highland Track NFR Total B. J. Kennedy $65,000 $240,853 $364,720 $ 7,452 $ 3,440 $ 1,337 $2,674 $2,674 $688,150 P. C. Ackerman 17,403 90,493 184,466 48,728 3,480 3,480 - - 348,050 T. E. Burns* 6,045 66,288 36,825 10,760 501 336 23 122 120,900 R. M. DiValerio 7,736 - 146,989 - - - - - 154,725 J. P. Pawlowski 9,506 104,245 57,905 16,925 787 528 36 193 190,125 G. T. Wehrlin 9,506 104,245 57,905 16,925 787 528 36 193 190,125 A. M. Cellino 500 105,425 - - - - - - 105,925 * Retired effective November 1, 1994. ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries DISTRIBUTION CORPORATION REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Common Expenses Public Relations Materials Industrial Receiving Company Executive Purchasing Common Management Accounting Engineering Supply Corporation $ 921 $231 $193 $636 $1,164 $242 Seneca Resources 267 13 11 - 90 - UCI 22 1 1 - 8 - Highland 17 1 1 - 6 - Data-Track 2 - - - - - NFR 6 - - - 2 - $1,235 $246 $206 $636 $1,270 $242 Clearing Accounts and Direct Charges Data Material, Processing Human Risk Operations & Issues & Gas Receiving Company - Other Resources Land Management Construction Transfers Planning Supply Corporation $1,410 $ 12 $222 $251 $286 $551 $ 4 Seneca Resources 137 - 4 - 4 4 - UCI - - - - - - - Highland - - - - - - - Data-Track - - - - 10 7 - NFR - - - - - - - $1,547 $ 12 $226 $251 $300 $562 $ 4 Clearing Accounts and Direct Charges Continued Convenience or Facilities Industrial Accomodation Receiving Company Valuation Management Security Engieering Payments * Supply Corporation $1 $120 $ - $ 1 $6,594 Seneca Resources - - - - 682 UCI - - - - 437 Highland - - - - 11 Data-Track - - 3 - 131 NFR - - - - 315 $1 $120 $ 3 $ 1 $8,170 * Analysis of Convenience or Accommodation Payments is presented on page 21. Public Affairs Data Human Government Administration Processing Resources Legal Finance Affairs $ 99 $415 $468 $ 9 $1,304 $ 94 - 5 138 2 104 - - - 12 - 9 - - - 9 - 6 - - - 1 - 1 - - - 3 - 2 - $ 99 $420 $631 $11 $1,426 $ 94 Messenger Revenue Government Gas Materials Market Expense Legal Executive Recovery Engineering Finance Affairs Control Management Research $58 $ 3 $ 58 $ - $30 $128 $42 $12 $37 $ - 3 6 51 - - 58 - - - - - - 9 - - 56 - - - - - - 7 - - - - - - - - - - 16 - - - - - - - 4 1 - - - - - - 13 $61 $13 $126 $16 $30 $242 $42 $12 $37 $13 Total Services Rendered by Statutory Subsidiaries $15,596 1,579 555 58 171 346 $18,305
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries (Continued) DISTRIBUTION CORPORATION ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Receiving Company Supply Seneca Data- Corporation Resources UCI Highland Track NFR Total Material $ 448 $ 11 $ - $ - $ - $ 99 $ 558 Rents 202 - - - - - 202 Transportation 9 1 - - 1 - 11 Utilities 271 15 9 - 79 - 374 Contractors & Outside Services 460 25 102 3 - 1 591 Equipment Purchases & Rentals 1,800 25 21 - 33 2 1,881 Employee Benefits 1,174 111 95 5 1 1 1,387 Office Expense 731 76 40 - 2 1 850 Dues & Subscriptions 361 - - - - - 361 Postage 14 5 - - 14 - 33 Other Insurance 763 399 100 - - - 1,262 Injuries and Damages 2 - 30 - - - 32 Advertising - 1 - - - - 1 Environmental 1 - - - - - 1 Other 358 13 40 3 1 211 626 $6,594 $682 $437 $11 $131 $315 $8,170 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries (Continued) SUPPLY CORPORATION REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Clearing Accounts and Direct Charges Gas Human Operations Production Receiving Company Engineering Resources Land Geology & Construction Purchases Distribution Corp. $483 $184 $234 $ 1 $2,700 $127 Seneca Resources - - 133 626 104 - UCI - - - - - - Highland - - - - - - Data Track - - - - - - NFR - - - - - - $483 $184 $367 $627 $2,804 $127 Clearing Accounts and Direct Charges Continued Material Convenience or Total Services Issues & Gas Accommodation Rendered By Statu- Receiving Company Transfers Control Executive Payments * tory Subsidiaries Distribution Corp. $568 $811 $ 2 $5,898 $11,008 Seneca Resources 31 - 37 1,249 2,180 UCI - 70 77 594 741 Highland - - 2 60 62 Data Track - - 3 - 3 NFR - - - - - $599 $881 $121 $7,801 $13,994 * Analysis of Convenience or Accommodation Payments is presented on page 23. ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries (Continued) SUPPLY CORPORATION ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Receiving Company Distribution Seneca Corporation Resources UCI Highland NFR Total Material $ 204 $ 17 $ 4 $ 1 $ - $ 226 Rents 3,472 13 - - 50 3,535 Transportation 5 3 3 - - 11 Utilities 87 10 - - 3 100 Contractors & Outside Services 257 64 23 - - 344 Equipment Purchases & Rentals 788 - - - - 788 Employee Benefits 85 - - - - 85 Office Expense 152 32 - - - 184 Dues & Subscriptions 22 - - - - 22 Aircraft Expense 1 - 472 - - 473 Environmental - 6 - - - 6 Property Acquisition - - - - - Postage 1 - - - 1 Production Clearing - 852 - - - 852 Other 824 252 92 59 (53) 1,174 $5,898 $1,249 $594 $ 60 $ - $7,801 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries (Continued) SENECA RESOURCES REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Convenience or Total Accommodation Services Rendered By Receiving Company Operations Payments Statutory Subsidiaries Distribution Corporation $ - $ 5 $ 5 Supply Corporation - 24 24 Highland 41 95 136 UCI 54 - 54 NFR 5 301 306 Data-Track 4 - 4 $104 $425 $529 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS Receiving Company Distribution Supply Corporation Corporation Highland NFR Total Employee Benefits $ - $ - $ - $100 $100 Rent - 4 - - 4 Office Expense - - 1 6 7 Contractors and Outside Services 5 3 - 5 13 Other Insurance - - 94 - 94 Utilities - - - 1 1 Other - 17 - 189 206 $ 5 $24 $95 $301 $425 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued) Part I. Intercompany sales and services (Continued) (2) Services rendered by Statutory Subsidiaries (Continued) UCI REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Construction Receiving Company Services Distribution Corporation $ 701 Supply Corporation 683 Seneca Resources 350 Highland 31 $1,765 HIGHLAND REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Right-of-Way Clearing Receiving Company and Logging Supply Corporation $ 4 Seneca Resources 49 $ 53 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Concluded) Part I. Intercompany sales and services (Concluded) (2) Services rendered by Statutory Subsidiaries (Concluded) DATA-TRACK REPORT OF INTERCOMPANY SALES AND SERVICES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) Convenience or Total Accommodation Collection Services Rendered by Receiving Company Payments Services Statutory Subsidiaries Distribution Corporation $ 3 $411 $414 Supply Corporation 1 - 1 $ 4 $411 $415 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS Receiving Company Distribution Supply Corporation Corporation Total Equipment Purchase $ 3 $ - $ 3 Other - 1 1 $ 3 $ 1 $ 4 (3) Services rendered by Registrant No services were rendered for a charge by the Registrant to any of its subsidiaries during the fiscal year ended September 30, 1994. ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Concluded) Part II. Contracts to purchase services or goods between any System company and any affiliate at September 30, 1994: None Part III. Employment of any person by any System company for the performance on a continuing basis of management services Description of Contract and Annual Name Scope of Services Consideration Joseph Maljovec Performs management and consulting $53,500 services for the Registrant's wholly-owned sawmill subsidiary, Highland Land & Minerals, Inc. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Not applicable. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS SEPTEMBER 30, 1994 Page Report of Independent Accountants 29 National Fuel Gas Company and Subsidiaries: Consolidated and Consolidating Balance Sheet at September 30, 1994, and Consolidated Balance Sheet at September 30, 1993 31 - 34 Consolidated and Consolidating Statement of Income for the Fiscal Year Ended September 30, 1994, and Consolidated Statement of Income for the Fiscal Years Ended September 30, 1993, and 1992 35 - 36 Consolidated and Consolidating Statement of Earnings Reinvested in the Business for the Fiscal Year Ended September 30, 1994, and the Consolidated Statement of Earnings Reinvested in the Business for the Fiscal Years Ended September 30, 1993, and 1992 37 - 38 Consolidated and Consolidating Statement of Cash Flows for the Fiscal Year Ended September 30, 1994, and the Consolidated Statement of Cash Flows for the Fiscal Years Ended September 30, 1993, and 1992 39 - 42 Notes to Consolidated Financial Statements for Fiscal Years 1994, 1993 and 1992 * *The Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's 1994 Annual Report on Form 10-K for the year ended September 30, 1994, are incorporated herein by reference. REPORT OF INDEPENDENT ACCOUNTANTS October 28, 1994 To the Board of Directors and Shareholders of National Fuel Gas Company In our opinion, the consolidated financial statements listed in the index appearing under Item 10 on Page 28 present fairly, in all material respects, the financial position of National Fuel Gas Company and its subsidiaries at September 30, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Notes A and F to the consolidated financial statements which are incorporated by reference on Page 28, the Company adopted the new accounting standards for postretirement benefits other than pensions, income taxes and other postemployment benefits in fiscal 1994. Our audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The consolidating information on Pages 31 through 42 is presented for purposes of additional analysis rather than to present financial position, results of operations and cash flows of the individual companies. Accordingly, we do not express an opinion on the financial position, results of operations and cash flows of the individual companies. However, the consolidating information on Pages 31 through 42 has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole. PRICE WATERHOUSE LLP THIS PAGE LEFT BLANK INTENTIONALLY
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AT SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy Hub, Land & Company Corporation Corporation Corporation Inc. Minerals Inc. ASSETS PROPERTY,PLANT & EQUIPMENT: Gas Utilities $ - $1,036,145 $640,110 $ - $ - $ - Non-Utilities 244 80 13 476,877 3 2,811 244 1,036,225 640,123 476,877 3 2,811 Less: Accumulated Depreciation, Depletion and Amortization 107 248,431 199,313 168,211 3 964 137 787,794 440,810 308,666 - 1,847 CURRENT ASSETS: Cash and Temporary Cash Investments 7,138 15,133 3,554 1,744 100 183 Notes Receivable-Intercompany 259,500 - 37,700 - - 2,100 Allowance for Uncollectible Accounts - (4,798) - (122) - - Accounts Receivable-Intercompany 13,618 14,217 14,143 1,269 - 181 Accounts Receivable 7,784 67,189 5,487 10,181 5 450 Unbilled Utility Revenue - 17,311 - - - - Dividends Receivable-Intercompany 11,848 - - - - - Materials and Supplies - at average cost - 8,322 13,800 1,327 - 384 Gas Stored Underground - 31,900 2,811 - - - Unrecovered Purchased Gas Costs - - - - - - Prepayments 226 14,412 3,820 1,382 6 79 300,114 163,686 81,315 15,781 111 3,377 OTHER ASSETS: Recoverable Future Taxes - 94,039 5,703 - - - Unamortized Debt Expense 4,645 18,907 4,844 - - - Other Regulatory Assets - 44,112 3,625 - - - Deferred Charges 895 4,605 10,035 1,068 50 - Investment in Associated Companies 709,453 - 61 - - - Notes of Subsidiaries 513,465 - - - - - Other 214 7,403 4,869 717 617 2 1,228,672 169,066 29,137 1,785 667 2 $1,528,923 $1,120,546 $551,262 $326,232 $ 778 $5,226 See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. Consolidated Balance Sheet National Fuel Gas Company Utility Data-Track National Total Before Eliminations and Subsidiaries Constructors, Account Fuel Eliminations & Adjustments September 30, Inc. Services, Inc. Resources & Adjustments Dr (Cr) 1994 1993 $ - $ - $ - $1,676,255 $ - $1,676,255 $1,600,097 9,869 85 19 490,001 - 490,001 439,339 9,869 85 19 2,166,256 - 2,166,256 2,039,436 5,360 1 6 622,396 (1,121) 623,517 561,433 4,509 84 13 1,543,860 (1,121) 1,542,739 1,478,003 97 74 993 29,016 - 29,016 13,595 - 400 2,400 302,100 (302,100) - - - - (135) (5,055) - (5,055) (5,739) 640 52 540 44,660 (44,660) - - 4,264 - 3,788 99,148 1,900 101,048 92,696 - - - 17,311 - 17,311 27,210 - - - 11,848 (11,848) - - - - - 23,833 (37) 23,796 20,848 - - - 34,711 - 34,711 22,120 - - - - - - 20,772 77 1 133 20,136 (25) 20,111 17,094 5,078 527 7,719 577,708 (356,770) 220,938 208,596 - - - 99,742 - 99,742 - - - - 28,396 - 28,396 28,735 - - - 47,737 - 47,737 43,644 - - 8 16,661 (865) 15,796 21,255 - - - 709,514 (709,514) - - - - - 513,465 (513,465) - - 2,464 1 542 16,829 9,480 26,309 21,307 2,464 1 550 1,432,344 (1,214,364) 217,980 114,941 $12,051 $612 $ 8,282 $3,553,912 $(1,572,255) $1,981,657 $1,801,540 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET AT SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy-Hub Land & Company Corporation Corporation Corporation Inc. Minerals, Inc. CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, $1 Par Value Authorized-100,000,000 Shares; Issued and Outstanding-37,278,409 Shares and 36,661,008 Shares, Respectively $ 37,278 $ - $ - $ - $ - $ - Capital Stock of Subsidiaries - 59,170 25,345 500 4 5 Paid in Capital 379,156 121,668 35,894 104,035 1,039 445 Earnings Reinvested in the Business 363,854 205,226 134,663 5,004 (471) 3,990 Total Common Stock Equity 780,288 386,064 195,902 109,539 572 4,440 Long-Term Debt, Net of Current Portion 462,500 - - - - - Notes Payable-Intercompany - 256,000 209,465 48,000 - - Total Capitalization 1,242,788 642,064 405,367 157,539 572 4,440 CURRENT AND ACCRUED LIABILITIES: Notes Payable to Banks and Commercial Paper 112,500 - - - - - Notes Payable-Intercompany 42,600 145,600 21,400 85,000 200 - Current Portion of Long-Term Debt 96,000 - - - - - Accounts Payable 210 41,552 8,448 17,351 - 15 Amounts Payable to Customers - 18,342 20,372 - - - Dividends Payable 14,671 - - - - - Accounts Payable-Intercompany 7,855 19,575 12,429 388 1 305 Dividends Payable-Intercompany - 7,468 4,380 - - - Customer Deposits - 5,747 - - - - Federal Income Taxes 200 2,704 4,658 (4,559) 5 383 Other Taxes (99) 4,496 1,118 340 - 118 Other Accruals 11,391 14,990 6,350 2,678 - 3 285,328 260,474 79,155 101,198 206 824 DEFERRED CREDITS: Taxes Refundable to Customers - 23,390 8,298 - - - Unamortized Investment Tax Credit - 13,611 446 - - - Accumulated Deferred Income Taxes (180) 155,323 48,079 64,783 - (44) Other Deferred Credits 987 25,684 9,917 2,712 - 6 807 218,008 66,740 67,495 - (38) $1,528,923 $1,120,546 $551,262 $326,232 $ 778 $5,226 See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. Consolidated Balance Sheet National Fuel Gas Company Utility Data-Track National Total Before Eliminations and Subsidiaries Constructors, Account Fuel Eliminations & Adjustments September 30, Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1994 1993 $ - $ - $ - $ 37,278 $ - $ 37,278 $ 36,661 1 1 10 85,036 (85,036) - - 5,959 499 3,490 652,185 (273,029) 379,156 363,677 (3,070) 83 2,160 711,439 (347,585) 363,854 335,907 2,890 583 5,660 1,485,938 (705,650) 780,288 736,245 - - - 462,500 - 462,500 478,417 - - - 513,465 (513,465) - - 2,890 583 5,660 2,461,903 (1,219,115) 1,242,788 1,214,662 - - - 112,500 - 112,500 196,800 7,300 - - 302,100 (302,100) - - - - - 96,000 - 96,000 - 1,376 10 534 69,496 (2,829) 66,667 42,893 - - - 38,714 - 38,714 40,776 - - - 14,671 - 14,671 14,103 32 21 630 41,236 (41,236) - - - - - 11,848 (11,848) - - - - - 5,747 - 5,747 5,494 (1,076) 4 601 2,920 (4,448) (1,528) 10,888 (137) (4) (45) 5,787 - 5,787 5,288 821 - 458 36,691 - 36,691 33,750 8,316 31 2,178 737,710 (362,461) 375,249 349,992 - - - 31,688 - 31,688 - - - - 14,057 - 14,057 14,743 207 - 371 268,539 5,021 273,560 188,793 638 (2) 73 40,015 4,300 44,315 33,350 845 (2) 444 354,299 9,321 363,620 236,886 $12,051 $612 $8,282 $3,553,912 $(1,572,255) $1,981,657 $1,801,540 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy-Hub Land & Company Corporation Corporation Corporation Inc. Minerals, Inc. OPERATING REVENUES: Gas Sales $ - $892,343 $ - $ 1,461 $ - $ - Other Operating Revenues - 39,330 155,879 70,042 - 7,137 - 931,673 155,879 71,503 - 7,137 OPERATING EXPENSE: Purchased Gas - 530,978 - 1,181 - - Operation Expense 5,525 170,753 54,060 19,325 9 5,683 Maintenance - 22,272 8,697 10 - - Property, Franchise & Other Taxes 1,274 88,870 11,373 1,856 6 64 Depreciation, Depletion and Amortization 6 28,216 17,904 26,964 - 194 Income Taxes - Net 212 25,125 18,680 3,282 6 439 7,017 866,214 110,714 52,618 21 6,380 Operating Income (Loss) (7,017) 65,459 45,165 18,885 (21) 757 OTHER INCOME: Unremitted Earnings of Subsidiaries 36,958 - - - - - Dividends from Subsidiaries 47,395 - - - - - Interest-Intercompany 47,731 209 376 - - 75 Miscellaneous - 321 140 59 41 - Investment Tax Credit - 658 24 - - - Allowance for Other Funds Used in Construction - 211 338 - - - Other Interest 559 181 379 48 - 47 132,643 1,580 1,257 107 41 122 Income Before Interest Charges 125,626 67,039 46,422 18,992 20 879 INTEREST CHARGES: Interest on Long-Term Debt 36,699 - - - - - Interest-Intercompany 792 25,975 14,764 6,731 11 - Other Interest 5,700 3,546 1,171 207 - - Allowance for Borrowed Funds Used in Construction - (46) (164) - - - 43,191 29,475 15,771 6,938 11 - Income Before Cumulative Effect 82,435 37,564 30,651 12,054 9 879 Cumulative Effect of Changes in Accounting 3,237 - - 3,865 - 51 Net Income Available for Common Stock $ 85,672 $ 37,564 $ 30,651 $15,919 $ 9 $ 930 * Includes revenues from affiliates and non-affiliates of $1,765 and $11,823, respectively. See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. Consolidated Statement of Income National Fuel Gas Company and Subsidiaries Utility Data-Track National Total Before Eliminations & For the Fiscal Year Ended Constructors, Account Fuel Eliminations Adjustments September 30, Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1994 1993 1992 $ - $ - $50,764 $ 944,568 $ (868) $ 943,700 $ 846,391 $761,480 13,588* 411 - 286,387 (88,763) 197,624 173,991 158,970 13,588 411 50,764 1,230,955 (89,631) 1,141,324 1,020,382 920,450 - - 47,964 580,123 82,436 497,687 409,005 363,690 14,254 420 919 270,948 10,537 260,411 258,918 240,645 - - - 30,979 - 30,979 24,312 22,439 77 - 268 103,788 - 103,788 95,393 89,158 1,330 - 2 74,616 (148) 74,764 69,425 55,726 (410) 5 506 47,845 53 47,792 41,046 35,231 15,251 425 49,659 1,108,299 92,878 1,015,421 898,099 806,889 (1,663) (14) 1,105 122,656 3,247 125,903 122,283 113,561 - - - 36,958 (36,958) - - - - - - 47,395 (47,395) - - - - 19 112 48,522 (48,522) - - - 194 - - 755 - 755 192 289 - - - 682 - 682 693 706 - - - 549 - 549 528 1,517 434 - 15 1,663 7 1,670 3,420 3,278 628 19 127 136,524 (132,868) 3,656 4,833 5,790 (1,035) 5 1,232 259,180 (129,621) 129,559 127,116 119,351 - - - 36,699 - 36,699 38,507 39,949 249 - - 48,522 48,522 - - - 5 - 6 10,635 - 10,635 13,567 20,180 - - - (210) - (210) (175) (1,088) 254 - 6 95,646 48,522 47,124 51,899 59,041 (1,289) 5 1,226 163,534 (81,099) 82,435 75,217 60,310 (714) - - 6,439 (3,202) 3,237 - - $(2,003) $ 5 $ 1,226 $ 169,973 $(84,301) $ 85,672 $ 75,217 $ 60,310 Earnings Per Common Share Income Before Cumulative Effect $2.23 $2.15 $1.94 Cumulative Effect of Changes in Accounting .09 - - Net Income Available for Common Stock $2.32 $2.15 $1.94 Weighted Average Common Shares Outstanding 37,046,249 34,938,722 31,152,635 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy-Hub, Land & Company Corporation Corporation Corporation Inc. Minerals, Inc. EARNINGS REINVESTED IN THE BUSINESS Balance at Beginning of Year $335,907 $178,842 $121,535 $(26,611) $(480) $3,060 Net Income (Loss) Available for Common Stock 85,672 37,564 30,651 15,919 9 930 Dividends on Common Stock (1994-$1.56; 1993-$1.52; 1992-$1.48 per share) (57,725) (29,872) (17,523) - - - Adjustments: Unbilled Revenue (1) - 18,692 - - - - Full Cost Pool (2) - - - 15,696 - - Balance at End of Year $363,854 $205,226 $134,663 $ 5,004 $(471) $3,990 At September 30, 1994 Intercompany Eliminations: Earnings Reinvested in the Business: Unremitted Earnings of Subsidiaries Since Acquisition $344,354 Earnings Reinvested in the Business of Subsidiaries at Acquisition 7,095 Consolidating Adjustment (3,864) $347,585 Net Income Available for Common Stock: Subsidiaries-Dividends on Common Stock $47,395 Unremitted Earnings of Subsidiaries 36,958 Cumulative Effect of Changes in Accounting of Subsidiaries 3,202 Consolidating Adjustment (3,254) $84,301 See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. Consolidated Statement of Earnings Reinvested in the Business National Fuel Gas Company Utility Data-Track National Total Before Eliminations and Subsidiaries For the Constructors, Account Fuel Eliminations & Adjustments Fiscal Year Ended September 30, Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1994 1993 1992 $(1,067) $ 78 $ 934 $612,198 $(276,291) $335,907 $314,334 $301,066 (2,003) 5 1,226 169,973 (84,301) 85,672 75,217 60,310 - - - (105,120) 47,395 (57,725) (53,644) (47,042) - - - 18,692 (18,692) - - - - - - 15,696 (15,696) - - - $(3,070) $ 83 $2,160 $711,439 $(347,585) $363,854 $335,907 $314,334 ANALYSIS OF INVESTMENTS IN ASSOCIATED COMPANIES AT SEPTEMBER 30, 1994 Par or Earnings Total Investment Stated Value Reinvested in Unremitted in Associated of Paid the Business Earnings Companies Subsidiary in at Since at Stock Capital Acquisition Acquisition Equity Registrant: Distribution Corporation $59,170 $121,668 $4,636 $200,590 $386,064 Supply Corporation 25,345 35,833 2,453 132,210 195,841 Seneca Resources 500 104,035 6 4,998 109,539 Leidy-Hub, Inc. 4 1,039 - (471) 572 Highland 5 445 - 3,990 4,440 UCI 1 5,959 - (3,070) 2,890 Data-Track 1 499 - 83 583 NFR 10 3,490 - 2,160 5,660 Consolidating Adjustment - - - 3,864 3,864 85,036 272,968 7,095 344,354 709,453 Supply Corporation: Seneca Resources - 61 - - 61 $85,036 $273,029 $7,095 $344,354 $709,514 (1) Reflects the recording of unbilled utility revenue on the books of Distribution Corporation in March 1994, in accordance with a State of New York Public Service Commission Order. Unbilled utility revenue was previously only recorded in the consolidated financial statements of National Fuel Gas Company. (2) Reflects reversal of the effect of a prior period write-down on a separate company basis, of Seneca Resources' full cost pool. After giving effect to the transfer of Supply Corporation's oil and gas production assets to Empire Exploration, Inc. ("Empire") and the subsequent merger of Empire into Seneca Resources, effective July 1, 1994, (S.E.C. File No. 70-8385, Release No. 35-26036) this write-down on the separate company books of Seneca Resources is no longer necessary. Prior to the merger noted above, the write-down on Seneca Resources' books was reversed in the consolidated financial statements of National Fuel Gas Company. NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy-Hub, Land & Company Corporation Corporation Corporation Inc. Minerals, Inc. OPERATING ACTIVITIES: Net Income (Loss) Available for Common Stock $ 85,672 $ 37,564 $30,651 $15,919 $ 9 $ 930 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Effect of Noncash Adjustments: Cumulative Effect of Changes in Accounting (3,237) - - (3,865) - (51) Depreciation, Depletion and Amortization 6 28,216 17,904 26,964 - 194 Deferred Income Taxes (19) (7,240) 5,969 6,158 1 (103) Allowance for Other Funds Used in Construction - (211) (338) - - - Other 750 844 1,108 (41) - - 83,172 59,173 55,294 45,135 10 970 Change in: Receivables and Unbilled Utility Revenue (19) 211 2,135 2,070 (5) (137) Accounts Receivable- Intercompany (656) (364) 5,248 (590) - (33) Gas Stored Underground and Material and Supplies - (14,326) (78) (947) - (188) Unrecovered Purchased Gas Costs - 20,594 178 - - - Prepayments 124 (2,226) 1,081 (125) - 6 Accounts Payable (80) 10,168 (248) 12,182 - (8) Amounts Payable to Customers - (8,562) 6,500 - - - Accounts Payable-Intercompany (119) (2,024) (735) 88 - 24 Other Accruals and Current Liabilities 881 4,964 (2,839) (1,683) 29 53 Other Assets and Liabilities-Net (516) 4,473 2,032 (1,391) 147 1 Net Cash Provided by (Used in) Operating Activities $ 82,787 $ 72,081 $68,568 $54,739 $ 181 $688 See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. (Consolidating Statement of Cash Flows continues on pages 41 and 42) Consolidated Statement of Cash Flows National Fuel Gas Company and Subsidiaries Utility Data-Track National Total Before For the Fiscal Year Ended Constructors, Account Fuel Eliminations Eliminations September 30, Inc. Services, Inc. Resources & Adjustments & Adjustments 1994 1993 1992 $(2,003) $ 5 $1,226 $169,973 $(84,301) $ 85,672 $ 75,217 $ 60,310 714 - - (6,439) 3,202 (3,237) - - 1,330 - 2 74,616 148 74,764 69,425 55,726 227 - (88) 4,905 (52) 4,853 16,919 14,125 - - - (549) - (549) (528) (1,517) - - - 2,661 3,668 6,329 6,102 4,514 268 5 1,140 245,167 (77,335) 167,832 167,135 133,158 (1,967) - (1,425) 863 - 863 (21,531) (12,074) 740 (21) (534) 3,790 (3,790) - - - - - - (15,539) - (15,539) 7,156 (5,221) - - - 20,772 - 20,772 (7,739) (7,703) 253 (1) (118) (1,006) (2,011) (3,017) (1,489) 2,862 607 2 (188) 22,435 1,339 23,774 (2,579) 4,349 - - - (2,062) - (2,062) (18,808) (6,728) 4 10 170 (2,582) 2,582 - - - 543 (14) 971 2,905 167 3,072 15,249 15,704 269 (2) (11) 5,002 (1,468) 3,534 (13,691) (31,359) $ 717 $(21) $ 5 $279,745 $( 80,516) $199,229 $123,703 $ 92,988 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS (CONCLUDED) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 (THOUSANDS OF DOLLARS) National National National Fuel Gas Fuel Gas Seneca Highland Fuel Gas Distribution Supply Resources Leidy-Hub, Land & Company Corporation Corporation Corporation Inc. Minerals, Inc. INVESTING ACTIVITIES: Capital Expenditures $ (20) $(61,715) $(20,490) $(63,592) $ - $(361) Investment in Associated Companies (36,957) - - - - - Other - 327 9,262 2,896 - - Net Cash Used In Investing Activities (36,977) (61,388) (11,228) (60,696) - (361) FINANCING ACTIVITIES: Change in Notes Payable to Banks and Commercial Paper (84,300) - - - - - Change in Notes Payable-Intercompany 38,100 31,583 200 6,500 (100) - Change in Notes and Dividends Receivable-Intercompany (38,627) - (37,700) - - (300) Proceeds from Issuance of Long-Term Debt 100,000 - - - - - Reduction of Long-Term Debt (19,917) - - - - - Proceeds from Issuance of Common Stock 16,084 - - - - - Dividends Paid on Common Stock (57,157) (29,654) (17,397) - - - Net Cash Provided by (Used in) Financing Activities (45,817) 1,929 (54,897) 6,500 (100) (300) Net Increase (Decrease) in Cash and Temporary Cash Investments (7) 12,622 2,443 543 81 27 Cash and Temporary Cash Investments at Beginning of Year 7,145 2,511 1,111 1,201 19 156 Cash and Temporary Cash Investments at End of Year $ 7,138 $ 15,133 $ 3,554 $ 1,744 $ 100 $ 183 See Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's Annual Report on Form 10-K for the year ended September 30, 1994, incorporated herein by reference. Consolidated Statement of Cash Flows (Concluded) Utility Data-Track National Total Before National Fuel Gas Company Constructors, Account Fuel Eliminations Eliminations September 30, Inc. Services, Inc. Resources & Adjustments & Adjustments 1994 1993 1992 $(1,293) $ (53) $ (6) $(147,530) $ 12,446 $(135,084) $(131,926) $(157,856) - - - (36,957) 36,957 - - - 363 - - 12,848 (9,262) 3,586 225 (2,052) (930) (53) (6) (171,639) 40,141 (131,498) (131,701) (159,908) - - - (84,300) - (84,300) (30,200) 20,500 100 - - 76,383 (76,383) - - - - 100 (200) (76,727) 76,727 - - - - - - 100,000 - 100,000 129,000 251,000 - - - (19,917) - (19,917) (180,083) (176,729) - - - 16,084 (7,020) 9,064 78,822 73,728 - - - (104,208) 47,051 (57,157) (52,224) (45,634) 100 100 (200) (92,685) 40,375 (52,310) (54,685) 122,865 (113) 26 (201) 15,421 - 15,421 (62,683) 55,945 210 48 1,194 13,595 - 13,595 76,278 20,333 $ 97 $ 74 $ 993 $ 29,016 $ - $ 29,016 $ 13,595 $ 76,278
EXHIBITS A. *(1) Annual Report on Form 10-K for fiscal year ended September 30, 1994, filed December 22, 1994 (File No. 1-3880) *(2) Amendment No. 1 on Form 10-K/A for fiscal year ended September 30, 1994, filed January 17, 1995 (File No. 1-3880) (3) National Fuel Gas Company 1994 Annual Report to Shareholders *(4) National Fuel Gas Company Proxy Statement, dated January 5, 1995, filed January 4, 1995 (File No. 1-03880) B. Articles of Incorporation, By-Laws and Partnership Agreements (1) National Fuel Gas Company *i National Fuel Gas Company By-Laws as amended through June 9, 1994. (Exhibit 3.1, on Form 10-K for fiscal year ended September 30, 1994) *ii Restated Certificate of Incorporation of National Fuel Gas Company, dated March 15, 1985 (Exhibit 10-OO, Form 10-K for fiscal year ended September 30, 1991) *iii Certificate of Amendment of Restated Certificate of Incorporation of National Fuel Gas Company, dated March 9, 1987 (Exhibit A-3 in File No. 70-7334) *iv Certificate of Amendment of Restated Certificate of Incorporation of National Fuel Gas Company, dated February 22, 1988 (Exhibit B-5 in File No. 70-7478) *v Certificate of Amendment of Restated Certificate of Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form 10-K for fiscal year ended September 30, 1992.) (2) National Fuel Gas Distribution Corporation i By-Laws, as amended (Designated as Exhibit EX-3(b) for EDGAR purposes.) *ii Restated Certificate of Incorporation of National Fuel Gas Distribution Corporation, dated May 9, 1988 (Exhibit B-1 in File No. 70-7478) (3) National Fuel Gas Supply Corporation *i By-Laws, as amended (Exhibit (3) i, Form U5S for fiscal year ended September 30, 1989) *ii Articles of Incorporation of United Natural Gas Company, dated February 1, 1886 (Exhibit (3)ii, Form U5S for fiscal year ended September 30, 1984) * Incorporated herein by reference as indicated. EXHIBITS (Continued) *iii Certificate of Merger and Consolidation dated January 2, 1951 (Exhibit (3)iii, Form U5S for fiscal year ended September 30, 1984) *iv Joint Agreement and Plan of Merger, dated June 18, 1974. (Exhibit (3) iv, Form U5S for fiscal year ended September 30, 1987) v Certificate of Merger and Plan of Merger of Penn-York Energy Corporation and National Fuel Gas Supply Corporation dated April 1, 1994. (Designated as Exhibit EX-99-3 for EDGAR purposes.) (4) Leidy Hub, Inc. (formerly Enerop Corporation) *i By-Laws (Exhibit A-15, File No. 70-7478) *ii Restated Articles of Incorporation of Enerop Corporation dated April 13, 1988 (Exhibit B-4 in File No. 70-7478) *iii Action by Board of Directors to amend the By-Laws dated October 10, 1993 including a Restated Certificate of Incorporation of Enerop Corporation dated October 15, 1993 (Exhibit (4)iii, designated as Exhibit EX-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1993) iv Partnership Agreement between Leidy Hub, Inc. and Hub Services, Inc. dated September 1, 1994. (Designated as Exhibit EX-99-1 for EDGAR purposes.) (5) Seneca Resources Corporation *i By-Laws, as amended (Exhibit (5) i, Form U5S for fiscal year ended September 30, 1989) *ii Articles of Incorporation of Mars Natural Gas Company dated March 29, 1913 (Exhibit (5)ii, Form U5S for fiscal year ended September 30, 1984) *iii Secretary's Certificate dated January 4, 1918 (Exhibit (5)iii, Form U5S for fiscal year ended September 30, 1984) *iv Articles of Amendment, dated March 30, 1955 (Exhibit (5)iv, Form U5S for fiscal year ended September 30, 1984) *v Certificate of Amendment changing name of the Mars Company to Seneca Resources Corporation, January 29, 1976 (Exhibit (5)v, Form U5S for fiscal year ended September 30, 1984) vi Certificate of Merger and Plan of Merger of Seneca Resources Corporation and Empire Exploration, Inc. dated April 29, 1994. (Designated as Exhibit EX-99-2 for EDGAR purposes.) * Incorporated herein by reference as indicated. EXHIBITS (Continued) *(6) Limited Partnership Agreement dated November 28, 1983, between Empire Exploration, Inc. (now Seneca Resources Corporation) as general partner and Herman P. Loonsk as limited partner (Exhibit (8), Form U5S for fiscal year ended September 30, 1984) *(7) Empire 1983 Drilling Program, Limited Partnership Agreement, dated November 28, 1983, between Empire Exploration, Inc., (now Seneca Resources Corporation) as general partner and those parties collectively called limited partners. (Exhibit (9), Form U5S for fiscal year ended September 30, 1984) *(8) Empire 1983 Joint Venture Agreement dated December 6, 1983 between Empire Exploration, Inc. (now Seneca Resources, Corporation) and Empire 1983 Drilling Program (Exhibit (10), Form U5S for fiscal year ended September 30, 1984) (9) Highland Land & Minerals, Inc. *i. Certificate of Incorporation, dated August 19, 1982 (Exhibit (11) i, Form U5S for fiscal year ended September 30, 1985) *ii. By-Laws (Exhibit (11) ii, Form U5S for fiscal year ended September 30, 1987) (10) Utility Constructors, Inc. *i. Articles of Incorporation, dated December 23, 1986, and certificate of amendment dated December 31, 1986. (Exhibit (12)i, Form U5S for fiscal year ended September 30, 1987) *ii. By-Laws (Exhibit (12) ii, Form U5S for fiscal year ended September 30, 1987) (11) Data-Track Account Services, Inc. *i. Restated Articles of Incorporation, dated March 2, 1984 (Exhibit A-1, File No. 70-7512) *ii. By-Laws (Exhibit A-2, File No. 70-7512) (12) National Fuel Resources, Inc. *i. Articles of Incorporation, dated January 9, 1991. (Exhibit (14)i; designated as Exhibit EX-3(a) for EDGAR purposes, Form U5S for fiscal year ended September 30, 1992) *ii. By Laws (Exhibit (14)ii; designated as Exhibit EX-3(b) for EDGAR purposes, Form U5S for fiscal year ended September 30, 1992) * Incorporated herein by reference as indicated. EXHIBITS (Continued) C. Indentures * Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 2(b), File No. 2-5l796) * Eighth Supplemental Indenture dated as of July 1, 1989, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit EX-4.3, Form 10-K for fiscal year ended September 30, 1992) (Portions of Debentures issued thereunder redeemed March 16, 1993 and July 7, 1993 and July 1, 1994) * Ninth Supplemental Indenture dated as of January 1, 1990 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit EX-4.4, Form 10-K for fiscal year ended September 30, 1992) * Tenth Supplemental Indenture dated as of February 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a), Form 8-K dated February 14, 1992, in File No. 1-3880) * Eleventh Supplemental Indenture dated as of May 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company ) (Exhibit 4(b), Form 8-K dated February 14, 1992, in File No. 1-3880) * Twelfth Supplemental Indenture dated as of June 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company ) (Exhibit 4(c), Form 8-K dated June 18, 1992, in File No. 1-3880) * Thirteenth Supplemental Indenture dated as of March 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No. 33-49401) * Fourteenth Supplemental Indenture dated as of July 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993) * Incorporated herein by reference as indicated. EXHIBITS (Concluded) D. *Tax Allocation Agreement pursuant to Rule 45(c) (Exhibit (D); designated as Exhibit EX-99 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1993) E. *Filing pursuant to Rule 48(b) (Exhibit (E) Form U5S for fiscal year ended September 30, 1991) F. Schedules of Utility Plant Accounts These schedules are not available as of the date of filing of this Form U5S. They will be filed pursuant to a Form U5S/A as soon as they are available. G. Financial Data Schedules. (Designated as Exhibit EX-27 for EDGAR purposes.) H. Not applicable. I. Not applicable. * Incorporated herein by reference as indicated. S I G N A T U R E The undersigned System company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. NATIONAL FUEL GAS COMPANY By/s/ Joseph P. Pawlowski Joseph P. Pawlowski, Treasurer and Principal Accounting Officer Date: January 27, 1995 EX-3 2 By-Laws with Amendments to April 1, 1976 As Amended 5/28/76, 9/15/78, 12/21/78, 2/15/85, 12/16/94. BY-LAWS OF NATIONAL FUEL GAS DISTRIBUTION CORPORATION ARTICLE I. OFFICES Section 1. Principal Office. The principal office of the Corporation shall be located in the City of Buffalo, County of Erie and State of New York. Section 2. Additional Offices. The Corporation may also have offices and places of business at such other places, within or without the State of New York, as the Board of Directors may from time to time determine or the business of the Corporation may require. - 2 - ARTICLE II. MEETINGS OF SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of shareholders for the election of the directors and for the transaction of such other business as may properly be brought before the meeting shall be held at 11:00 a.m. or as soon thereafter as the presiding officer may conveniently direct on the third Thursday of February in each year (if not legal holiday, and if a legal holiday then on the next succeeding business day), or on such other business day as the Board of Directors may fix, at such time and at such place within or without the State of New York as shall be determined by the Board of Directors prior to the date for serving notice of such meeting, or, if no such place is fixed, at the office of the Corporation. The order of business shall be as follows: (a) call of meeting to order; (b) proof of notice of meeting; (c) reading of minutes of last previous annual meeting; (d) reports of officers; (e) reports of committees; (f) election of directors; and (g) miscellaneous business. Section 2. Notice of Annual Meeting. Written notice of the place, date and hour of the annual meeting, shall be given by mail to each shareholder of record entitled to vote thereat, not less than ten (10) nor more than fifty (50) days prior to the meeting. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the New York Business Corporation Law to receive - 3 - payment for their shares, the notice of such meeting shall also include a statement of such purpose and to that effect. Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, the President, or the Board of Directors, or at the request in writing of shareholders owning at least ten per cent (10%) in amount of the shares of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Such meeting shall be held at such time and at such place within or without the State of New York as shall be determined by the chief executive officer of the Corporation. Section 4. Notice of Special Meeting. Written notice of a special meeting of shareholders, stating the place, date and hour of the meeting, the purpose or purposes for which the meeting is called, by or at whose direction it is being called, and such other matters as may be required by law, shall be given by mail to each shareholder entitled to vote thereat, not less than ten (10) nor more than fifty (50) days prior to the meeting. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the New York Business Corporation Law to receive payment for their shares, the notice of such meeting shall also include a statement to that effect. - 4 - Section 5. Quorum. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of record of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat upon a specified item of business, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of such specified item of business at any meeting of the shareholders. If, however, as to any item or items of business noticed to come before any meeting of shareholders such quorum shall not be present or represented at such meeting, the shareholders entitled to vote thereon present in person or represented by proxy shall have power to adjourn the meeting as to such item or items of business for which a quorum is not present from time to time, until a quorum for the transaction of such item or items of business shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally noticed. The chairman of any meeting of shareholders shall, at the beginning of such meeting, determine whether a quorum is present for the transaction of each item of business noticed to come before such meeting. A quorum for the transaction of any item of business, once present, shall not be broken by the subsequent withdrawal of any shareholders or their representatives. Section 6. Voting. At any meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person, or by proxy. Except as otherwise provided by law or the - 5 - Certificate of Incorporation, each such shareholder of record shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation. All elections shall be determined by a plurality vote, and, except as otherwise provided by law or the Certificate of Incorporation, all other matters shall be determined by vote of a majority of the shares present or represented at such meeting and voting on such questions. Section 7. Proxies. Every proxy must be executed in writing by the shareholder or by his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where an irrevocable proxy is permitted by law. - 6 - ARTICLE III DIRECTORS Section 1. Number, Tenure. Subject to statutes, Certificate of Incorporation and By-Laws, the business of the Corporation shall be managed by a Board of Directors. Each director shall be at least twenty-one years of age. The number of directors shall be eight, and may be altered from time to time by resolution adopted by a vote of a majority of the entire Board of Directors as then constituted, provided that the number of directors shall not be reduced to less than three. No decrease in the number of directors shall affect the current term of any director then in office. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article III, and each director shall be elected to serve until his successor has been elected and has qualified. Section 2. Resignation; Removal. Any director may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect at the time stated therein. The Board of Directors may, by majority vote of all directors then in office, remove a director for cause. The shareholders entitled to vote for the election of directors may remove a director, with or without cause. Section 3. Vacancies. If any vacancy should occur in the Board of Directors by reason of the death, resignation, retirement, or disqualification of any director, or the removal from office of any director with or without cause, or if any new directorship is created, all of the directors then in office, although less than a - 7 - quorum, may, by majority vote, choose a successor or successors to fill the vacated or newly created directorship, and any director so chosen shall hold office through the next annual meeting of the shareholders and until his successor shall be duly elected and qualified. However, if the directors remaining in office shall be unable, by majority vote, to fill such vacancy within thirty (30) days of the occurrence thereof, the President or the Secretary may call a special meeting of the shareholders at which such vacancy shall be filled. - 8 - ARTICLE IV. MEETINGS OF THE BOARD Section 1. Place. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of New York. Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or by the President on one day's notice to each director, personally or five days' notice by mail or by telegrams. On the written request of three directors special meetings shall be called by the Chairman, President or Secretary in like manner and on like notice. Section 4. Action by Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting upon the consent in writing of all the members of the Board to the adoption of a resolution authorizing the action, such resolution, together with such consents, to be filed with the minutes of the proceedings of the Board of Directors. Section 5. Quorum. At all meetings of the Board of Directors a majority of the entire Board shall be necessary to and constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote if a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the - 9 - Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice of any such adjournment shall be given to any directors who were not present and, unless announced at the meeting, to the other directors. Section 6. Compensation. Each Director who is not a regular full-time employee of the Corporation or one or more of its affiliated corporations shall be paid an annual fee of $2,000.00 in such manner as the Board of Directors may from time to time fix. Each Director of the Corporation who is not a regular full-time employee of the Corporation or one or more of its affiliated corporations shall receive a fee of $200.00 for attendance at any meeting of the Board of Directors or of any committee of the Board of Directors. Each Director shall be reimbursed for the travel expenses incurred by him in attending any meeting of the Board of Directors or any committee of the Board of Directors. Section 7. Meetings by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. - 10 - ARTICLE V. COMMITTEES OF THE BOARD Section 1. Designation. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board. However, no such committee shall have authority as to any of the following matters: (a) The submission to shareholders of any action as to which shareholders' authorization is required by law; (b) The filling of vacancies in the Board of Directors or on any committee; (c) The fixing of compensation of any director for serving on the Board or on any committee; (d) The amendment or repeal of these By-Laws or the adoption of new By-Laws; and (e) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee. Section 2. Tenure; Reports. Each committee shall serve at the pleasure of the Board of Directors. It shall keep minutes of its meetings and report the same to the Board of Directors. - 11 - ARTICLE VI. NOTICES Section 1. Form: Delivery. Notices to directors and shareholders shall be in writing and may be delivered personally or by mail or telegram. Notice by mail shall be deemed to be given at the time when deposited in the post office or letter box, in a post-paid sealed wrapper, and addressed to directors or shareholders at their addresses appearing on the records of the Corporation. Section 2. Waiver. Whenever a notice is required to be given by any statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to such notice. In addition, any shareholder attending a meeting of shareholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice shall be conclusively deemed to have waived notice of such meeting. - 12 - ARTICLE VII. OFFICERS Section 1. Officers. The executive officers of the Corporation shall be a Chairman of the Board, a President and one or more Vice-Presidents, a Secretary, a Treasurer and a Controller. Any two or more of the foregoing offices, except those of President and Secretary, may be held by the same person. In its discretion, the Board of Directors may leave unfilled for such period as it may determine any of the foregoing offices, except the offices of President, Treasurer and Secretary. The Board of Directors may also from time to time appoint such other officers and agents as they may deem necessary or advisable for the transaction of the business of the Corporation to perform such duties as may from time to time be designated or assigned to them by said Board of Directors. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, by the Board of Directors. Section 3. Election and Appointment; Term of Office; Removal. All executive officers shall be elected and all other officers shall be appointed by the Board of Directors or a Committee thereof and shall hold office at the pleasure of the Board or for such term as may be prescribed by the Board. Any officer elected or - 13 - appointed by the Board may be removed with or without cause at any time by the Board. Section 4. Vacancies. If an office becomes vacant for any reason, the Board of Directors may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or appointed by the Board. Section 5. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors. In the absence of the President, or in the event that there is a vacancy in the office of President, the Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall exercise the powers and perform the duties of the President, as well as those of Chairman of the Board. Section 6. The President. In addition to the duties and responsibilities specified in the laws of the State of New York and these By-Laws, the President shall be Chief Executive Officer of the Corporation, shall preside at all shareholders' meetings, shall, in general, supervise, manage, and control all of the business and affairs of the Corporation, subject to direction by the Board of Directors, and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. - 14 - Section 7. Vice President. The Vice President, or if there be more than one, the Vice Presidents (who may have such designations, if any, as the Board of Directors may determine), in the order of their seniority or in any other order determined by the Board shall, in the absence or disability of the president and the Chairman of the Board, exercise the powers and perform the duties of the President and each Vice President shall exercise such other powers and perform such other duties as may be prescribed by the President or the Board of Directors. Section 8. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary or Assistant Treasurer. He shall keep in safe custody the certificate books and shareholder records and shall perform all other duties incident to the office of Secretary as the Board of Directors shall prescribe. - 15 - Section 9. Assistant Secretaries. The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board of Directors shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors or the Secretary shall prescribe. Section 10. The Treasurer. The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. - 16 - Section 11. Assistant Treasurers. The Assistant Treasurers, if any, in the order of their seniority or in any other order determined by the Board, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors or the Treasurer shall prescribe. Section 12. Controller. The Controller shall see that adequate records of all assets, liabilities, and transactions of the Corporation are maintained that adequate audits thereof are currently and regularly made, and in conjunction with other officers initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with maximum efficiency, safety and economy. He shall also perform all such other duties as usually pertain to the office of Controller. He shall be in all matters subject to the control of and responsible to Board of Directors alone. - 17 - ARTICLE VIII. SHARE CERTIFICATES Section 1. Form; Signature. The certificates for shares of the Corporation shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the books of the Corporation as they are issued. Each certificate shall exhibit the registered holder's name and the number and class of shares, and shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and shall bear the seal of the Corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent, or registered by a registrar, the signature of any such officer may be a facsimile signature. In case any officer who signed, or whose facsimile signature or signatures were placed on any such certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of issue. Section 2. Lost, Destroyed or Stolen Certificates. The Board of Directors or an officer or officers duly authorized thereunto by the Board may direct a new share certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed or wrongfully taken upon the making of a sworn - 18 - affidavit of that fact by the person claiming the certificate to have been lost, destroyed or wrongfully taken. When authorizing such issue of a new certificate or certificates, the Board of Directors or any authorized officer or officers may, in its, his or their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, destroyed or wrongfully taken certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as may be directed as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, destroyed or wrongfully taken. Section 3. Registration of Transfer. Subject to the provisions of the Federal Securities Laws and to any contractual restriction which may be evidenced by a legend upon the face of such certificate, upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or such transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 4. Registered Shareholders. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends or other distributions, and to vote as such owner, and shall not be bound to recognize any equitable or - 19 - legal claim to or interest in such share or shares on the part of any other person. Section 5. Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than fifty (50) nor less than ten (10) days before the date of any such meeting, nor more than fifty (50) days prior to any other action. In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment or rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books of the Corporation after any such record date so fixed. - 20 - ARTICLE IX GENERAL PROVISIONS Section 1. Dividends. Subject to the applicable provisions of the Certificate of Incorporation, if any, dividends upon the outstanding shares of the Corporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law and may be paid in cash, in property or in shares of the Corporation. Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interest of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created. Section 3. Instruments Under Seal. All deeds, bonds, mortgages, contracts and other instruments requiring a seal may be signed in the name of the Corporation by the President or by any other officer authorized to sign such instrument by the President or the Board of Directors. - 21 - Section 4. Checks, etc. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or such other person or persons as the President or Vice President and Treasurer or Secretary, or the Board of Directors, may from time to time designate. Section 5. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise fixed by the Board of Directors, begin on the 1st day of October in each calendar year and end on the 30th day of September of the next succeeding calendar year. Section 6. Seal. The corporate seal shall have inscribed thereon the words "National Fuel Gas Distribution Corporation, Corporate Seal, New York, 1973." - 22 - ARTICLE X. INDEMNIFICATION AND INSURANCE Section 1. Indemnification. Any person made, or threatened to be made, a party to an action or proceeding, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation, or by reason of the fact that he, his testator or intestate, while serving as a director or officer of the Corporation, served in any capacity any other domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation, shall be indemnified by the Corporation against the expenses (including attorney's fees, judgments, fines and amounts paid in settlement) actually incurred by him as a result of such action or proceeding, or any appeal therein, to the full extent permissible under Sections 721 through 726 of the New York Business Corporation Law, or any amendments thereto. Section 2. Insurance. The Corporation may purchase and maintain insurance to indemnify the Corporation and the directors and officers to the extent permitted under Section 727 of the New York Business Corporation Law or any successor provisions. - 23 - ARTICLE XI. AMENDMENTS Section 1. Power to Amend. The Board of Directors shall have power to amend, repeal or adopt By-Laws at any regular or special meeting of the Board. However, any By-Law adopted by the Board may be amended or repealed by vote of the holders of shares entitled at the time to vote for the election of directors. Section 2. Amendment Affecting Election of Directors; Notice. If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the By-Law so adopted, amended or repealed, together with a concise statement of the changes effected by such adoption, amendment or repeal. EX-27 3 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 1,542,739 0 220,938 15,796 202,184 1,981,657 37,278 379,156 363,854 780,288 0 0 462,500 102,500 0 10,000 96,000 0 0 0 530,369 1,981,657 1,141,324 47,792 967,629 1,015,421 125,903 3,656 129,559 47,124 85,672 0 85,672 57,725 36,699 199,229 2.32 2.32
EX-27 4
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S (PARENT COMPANY) FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 137 0 300,114 895 1,227,777 1,528,923 37,278 379,156 363,854 780,288 0 0 462,500 145,100 0 10,000 96,000 0 0 0 35,035 1,528,923 0 212 6,805 7,017 (7,017) 132,643 125,626 43,191 85,672 0 85,672 57,725 36,699 82,787 2.32 2.32
EX-27 5
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS DISTRIBUTION CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 787,794 0 163,686 4,605 164,461 1,120,546 59,170 121,668 205,226 386,064 0 0 256,000 145,600 0 0 0 0 0 0 332,882 1,120,546 931,673 25,125 841,089 866,214 65,459 1,580 67,039 29,475 37,564 0 37,564 29,872 0 72,081 0 0
EX-27 6
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS SUPPLY CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 2 NATIONAL FUEL GAS SUPPLY CORPORATION 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 440,810 0 81,315 10,035 19,102 551,262 25,345 35,894 134,663 195,902 0 0 209,465 21,400 0 0 0 0 0 0 124,495 551,262 155,879 18,680 92,034 110,714 45,165 1,257 46,422 15,771 30,651 0 30,651 17,523 0 68,568 0 0
EX-27 7
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SENECA RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3 SENECA RESOURCES, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 308,666 0 15,781 1,068 717 326,232 500 104,035 5,004 109,539 0 0 48,000 85,000 0 0 0 0 0 0 83,693 326,232 71,503 3,282 49,336 52,618 18,885 107 18,992 6,938 15,919 0 15,919 0 0 54,739 0 0
EX-27 8
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LEIDY-HUB, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 4 LEIDY-HUB, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 0 0 111 50 617 778 4 1,039 (471) 572 0 0 0 200 0 0 0 0 0 0 6 778 0 6 15 21 (21) 41 20 11 9 0 9 0 0 181 0 0
EX-27 9
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HIGHLAND LAND & MINERALS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 5 HIGHLAND LAND & MINERALS, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 1,847 0 3,377 0 2 5,226 5 445 3,990 4,440 0 0 0 0 0 0 0 0 0 0 786 5,226 7,137 439 5,941 6,380 757 122 879 0 930 0 930 0 0 688 0 0
EX-27 10
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UTILITY CONSTRUCTORS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6 UTILITY CONSTRUCTORS, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 4,509 0 5,078 0 2,464 12,051 1 5,959 (3,070) 2,890 0 0 0 7,300 0 0 0 0 0 0 1,861 12,051 13,588 (410) 15,661 15,251 (1,663) 628 (1,035) 254 (2,003) 0 (2,003) 0 0 717 0 0
EX-27 11
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DATA TRACK ACCOUNT SERVICES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 7 DATA TRACK ACCOUNT SERVICES, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 84 0 527 0 1 612 1 499 83 583 0 0 0 0 0 0 0 0 0 0 29 612 411 5 420 425 (14) 19 5 0 5 0 5 0 0 (21) 0 0
EX-27 12
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 8 NATIONAL FUEL RESOURCES, INC. 1,000 12-MOS SEP-30-1994 OCT-01-1993 SEP-30-1994 PER-BOOK 13 0 7,719 8 542 8,282 10 3,490 2,160 5,660 0 0 0 0 0 0 0 0 0 0 2,622 8,282 50,764 506 49,153 49,659 1,105 127 1,232 6 1,226 0 1,226 0 0 5 0 0
EX-99 13 EXHIBIT A PARTNERSHIP AGREEMENT THIS PARTNERSHIP AGREEMENT entered into and effective of September 1, 1994, by Leidy Hub, Inc. or its designated affiliate, a New York corporation with its principal offices at 10 Lafayette Square, Buffalo, New York 14203 ("LHI"), and Hub Services, Inc. or its designated affiliate, a Delaware corporation with its principal offices at 13430 Northwest Freeway, Suite 1200, Houston, Texas 77040 ("Hub Services"). LHI and Hub are sometimes referred to as "Partners". WITNESSETH WHEREAS, the parties to this Agreement previously entered into an Agreement dated September 1, 1993 (the "Pre-Partnership Agreement") pursuant to which LHI and Hub Services agreed, subject to all the terms and conditions of the Pre-Partnership Agreement, to organize and begin operation of the Ellisburg-Leidy Northeast Hub and to cause the formation of a Partnership (the "Partnership") for the purposes of gathering, purchasing, transporting, storing, marketing natural gas, and owning and operating the Ellisburg-Leidy Northeast Hub; and WHEREAS, the Pre-Partnership Agreement contemplated that LHI and Hub Services would become Partners in the Partnership pursuant to this Partnership Agreement, which is intended to govern the terms of the relationship between LHI and Hub Services as Partners and to set forth certain covenants, representations and warranties of the parties; NOW, THEREFORE, in consideration of the covenants exchanged herein and in reliance on the representations and warranties given in the Pre-Partnership Agreement, the parties agree as follows: ARTICLE I ORGANIZATION OF PARTNERSHIP 1.1 General Partnership. LHI and Hub Services by this Agreement form a general partnership under the laws of the State of Pennsylvania named The Ellisburg-Leidy Northeast Hub Company, with its principal offices at 100 First Avenue, Suite 700A, Pittsburgh, Pennsylvania 15222. The principal place of business may be changed from time to time, and other offices may be established by actions taken in accordance with the provision of this Agreement. 1.2 Partnership Business. The business of the Partnership will be to operate and administer a natural gas marketing hub in the general vicinity of Leidy, Pennsylvania and to provide services associated with operation of the hub. No Partner will have any right or claim of right to the property contributed to the Partnership by the Partners or to control the use of such property or any other property of the Partnership, other than as set forth in this Agreement or established by law. 1.3 Partnership Authority. The Partnership is empowered to take any and all action necessary, appropriate, or convenient for the accomplishment of its purposes, and for the benefit of the Partnership and its properties, including, but not limited to: (1) Entering into and performing contracts of any kind; (2) Acquiring, constructing, operating, maintaining, owning, transferring, renting, or leasing any property, real, personal or mixed; (3) Applying for and obtaining governmental authorizations and approvals; (4) Bringing and defending actions at law or equity; and (5) Subject to the provisions of this Agreement, admitting additional parties as Partners or purchasing the interest of any Partner. 1.4 Initial Capital. Contemporaneously with the execution of this Agreement, each Partner shall initially contribute to the Partnership's capital the amount of $14,406.00 in assets, consisting of the property listed on Exhibit 1.4, which property was previously owned by Hub Services under the Pre-Partnership Agreement. Exhibit 1.4 also sets forth the amounts that the Partners agree are the market values of the properties. 1.5 Interest on Capital. No Partner shall be entitled to receive any interest on its capital contribution. 1.6 Additional Capital. Whenever the Executive Committee determines, in accordance with the provisions of Article II of this Agreement, that the Partnership's capital is, or is presently likely to become, insufficient for the conduct of Partnership business, the Executive Committee may issue a call for additional contributions to capital. These contributions shall be payable in cash no later than five business days after the date specified in the call. 1.7 Additional Partners. In order to raise additional capital, to acquire assets, or for any other Partnership purpose, the Partnership may issue Partnership units to Partners or to other persons, and admit such other persons to the Partnership as Partners, for the consideration and on the terms and conditions agreed upon by the Partners. For purposes of this Agreement, "Partnership unit" means a percentage ownership of the Partnership, with one percentage point (1%) equaling one unit. ARTICLE II MANAGEMENT 2.1 Executive Committee - Powers. (a) Except as otherwise provided in this Agreement, the property, business and affairs of the Partnership shall be under the direction of the Executive Committee. Except for matters requiring the action of the Partners under the terms of this Agreement, the Executive Committee shall have the power to take any action that the Partners may take under law, subject to any restrictions set forth in this Agreement. (b) The approval by all members of the Executive Committee present at a meeting of the Executive Committee at which a quorum is present shall be required before any of the following acts involving the Partnership or any of its Subsidiaries may be taken: (i) borrowing transactions in excess of $25,000, lending transactions or the guaranteeing of any third party indebtedness; (ii) approving a capital budget and an operating budget for each fiscal year, which shall not be exceeded without the express consent of the Executive Committee (except as provided in (iii) below); provided, however, that: (A) the operating budget for any year for which the Partners fail to adopt such budget shall be limited to eighty-five percent (85%) of the previous year's operating budget; and (B) the capital budget for any year for which the Partners fail to adopt such budget shall be the lesser of eighty-five percent (85%) of the previous year's capital budget or $50,000. (iii) making any capital expenditure in excess of $5,000 unless such expenditure is reflected in a budget for the current fiscal year that has been approved by the Executive Committee; (iv) entering into an agreement with a term in excess of one year or involving payments in excess of $50,000 over the term of the agreement; (v) entering into an agreement for the transportation, balancing, storage, parking, wheeling, purchase, or sale of natural gas with a term in excess of one year involving an average daily volume obligation of more than 25,000 MMBtu; (vi) executing or otherwise entering into any contract or commitment to transfer any asset, the fair market value of which exceeds $50,000 or which is material to the ongoing operations of the Partnership; (vii) executing or otherwise entering into any contract or commitment for any purchases or sales of gas in the ordinary course of business from a Partner, an officer or employee of the Partnership or any of its Subsidiaries, an Affiliate of a Partner or of an officer or employee of the Partnership or any of its Subsidiaries, or a person related by blood or marriage to an officer or employee of the Partnership or any of its Subsidiaries, involving aggregate consideration and fair market value of which exceeds $50,000; (viii) the indemnification of any Officer or any other Person except as specifically provided herein; (ix) executing or otherwise entering into any employment agreement or the hiring or firing of any Officer or other similarly compensated person with or without cause; (x) setting or amending the compensation level of any Officer or other similarly compensated person; (xi) revaluating of any property or asset; (xii) taking any action in its capacity as a shareholder or partner of any Person (defined as any individual, partnership or other legal entity); (xiii) making an investment in any Person; (xiv) (A) filing any claim or lawsuit against any Person except where the amount claimed is for less than $100,000 or (B) settling any claim or lawsuit except where the fair market value of the settlement amount is less than $100,000; (xv) taking any other action not in the ordinary course of business; (xvi) amending this Agreement; (xvii) transferring all or substantially all of the assets of the Partnership or any of its Subsidiaries; (xviii) merging or consolidating the Partnership with or into any other Person; or (xix) authorizing or issuing any additional Partnership interests or admitting any additional Person as a Partner. Any other action required or permitted by the Executive Committee under this Agreement may be taken only with the approval in advance by all members of the Executive Committee present at a meeting of the Executive Committee at which a quorum is present. 2.2 Composition and Term. (a) The Executive Committee shall be composed of two members for each Partner. Each Partner is entitled to select two members of the Executive Committee. All members shall be entitled to receive notices and agendas of upcoming Executive Committee meetings, attend all Executive Committee meetings and participate in all discussions, and receive minutes from previous Executive Committee meetings. (b) Until replaced pursuant to the terms of this Agreement, LHI's members shall be Bruce D. Heine and Gerald T. Wehrlin. Hub Services' members shall be Stephen W. Bergstrom and Arthur R. Cipriani. Gerald T. Wehrlin will be the Chairman, and Stephen W. Bergstrom will be the Vice Chairman. Each member shall be entitled to hold office until death, resignation or removal. Partners who are entitled to appoint a member may replace that member in the event of a vacancy. Any member may be removed at any time without cause by the Partner entitled to appoint such member, but not otherwise. Any member may appoint a proxy (including another member) to attend meetings and vote (including, without limitation, voting on any matter before the Executive Committee). Without limiting the generality of the foregoing, in determining if a quorum is present, all members in attendance by means of a proxy shall be included in the count of a quorum. 2.3 Annual and Regular Meetings. The Executive Committee shall hold an annual meeting, and may hold regular meetings at such time and place as the Executive Committee determines by resolution but in any event the Executive Committee shall, unless the Executive Committee otherwise agrees, hold regular meetings at the offices of the Partnership in Pittsburgh, Pennsylvania during the months of January, April, July and October of each year. 2.4 Special Meetings. Special meetings of the Executive Committee may be called by the Chairman, Vice Chairman, the Executive Committee or any Partner, upon notice to all members of the Executive Committee. 2.5 Notice of Meetings. Notice of a special meeting shall state the purpose of the meeting and notice of special and regular meetings must be given in writing at least ten days in advance of such meeting. Notice of such meeting may be waived in writing. 2.6 Quorum and Manner of Acting. The presence of one member designated by each Partner shall constitute a quorum. If a quorum is present, the action of all those present shall constitute the action of the Executive Committee. Any action the Executive Committee may take, may be taken without a meeting by unanimous written consent of the members. Meetings of the Executive Committee may take place by telephone or any means where any persons attending can hear and speak to each other. 2.7 No Compensation. No member of the Executive Committee shall be entitled to compensation for its services, or any reimbursement of expenses incurred, as a member of the Executive Committee. 2.8 Vote Required. The action of the Executive Committee shall be by unanimous consent of those members present (assuming there is a quorum present). 2.9 Officers. (a) Generally. The Partnership shall have agents, referred to as "Officers" of the Partnership. These agents (whose authority is limited pursuant to the following sentence) shall be appointed in the manner specified below, and shall have the titles and authority specified in this Section 2.9. Each Officer shall have only the authority specified below, and shall not be a general agent of the Partnership. Unless otherwise decided by the Executive Committee, no Officer of the Partnership (other than a member of the Executive Committee) may simultaneously serve as an officer of any Partner, or of any affiliate of a Partner. (b) Titles and Number. The managing executives of the Partnership shall be the members of the Executive Committee, the Chief Operating Officer, the Secretary and the Treasurer. There shall be appointed from time to time, in accordance with subsection (c) below, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Executive Committee may desire. Any person may hold two or more offices, except that the offices of Chief Operating Officer and Secretary may not be held by the same person. (c) Election and Term of Office. The Officers shall be elected by the Executive Committee at the annual meeting; provided that the following Officers are hereby installed and authorized to act until the first such annual meeting of the Executive Committee: Paul Drexelius, Chief Operating Officer; Gerald T. Wehrlin, Secretary; and Robert T. Ray, Treasurer. Each Officer shall hold office until the annual meeting following the date of election of such Officer. Any Officer may be removed by the Executive Committee with or without cause. Vacancies in any office shall be filled by the Executive Committee. Any vacancy in the office of Chief Operating Officer shall be filled by unanimous consent of the Partners. (d) Chairman and Vice Chairman of the Executive Committee. The Chairman, and in the absence of the Chairman, the Vice Chairman, shall preside at meetings of the Executive Committee, and shall exercise such powers and perform such duties as may be assigned to him by this Agreement or the Executive Committee. (e) Chief Operating Officer. The Chief Operating Officer, subject to the general control of the Executive Committee, shall be responsible for the day-to-day management and direction of the affairs of the Partnership, employees and agents, shall supervise generally the affairs of the Partnership, and, subject to the limitations imposed by this Agreement, any employment agreement, any employee plan, or any resolution of the Executive Committee, shall have full authority to execute all documents and take all actions that the Partnership may legally take. The Chief Operating Officer shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Executive Committee, including such duties and powers stated in any employment agreement. (f) Vice Presidents. In the absence of the Chairman, the Vice Chairman and the Chief Operating Officer, the Vice President designated by the Executive Committee shall, except as hereinafter provided, have all of the powers and duties conferred upon the Chief Operating Officer. Each of the Vice Presidents shall have the same power as the Chairman, the Vice Chairman or the Chief Operating Officer to sign certificates, contracts and other instruments of the Partnership; provided, however, no Vice President may execute or otherwise enter into any contract or commitment referred to in Section 2.1(b)(v) unless the Executive Committee approves the execution of that contract or commitment by a Vice President. Any Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by this Agreement, the Executive Committee, the Chairman, the Vice Chairman or the Chief Operating Officer. (g) Secretary and Assistant Secretaries. The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Partners and the meetings or actions of the Executive Committee or any subcommittees thereof, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Executive Committee, the Chairman, or the Vice Chairman. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer's absence or inability or refusal to act. Each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Partnership. (h) Treasurer and Assistant Treasurers. The Treasurer shall keep or cause to be kept the books of account of the Partnership and shall render statements of the financial affairs of the Partnership in such form and as often as required by this Agreement, the Executive Committee, the Chairman, or the Vice Chairman. The Treasurer, subject to the order of the Executive Committee, shall have the custody of all funds and securities of the Partnership. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Executive Committee, the Chairman, or the Vice Chairman shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer's absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Partnership. (i) Powers of Attorney. The Executive Committee may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers. 2.10 Expenses. The Partnership shall pay only those expenses that are directly attributable to the Partnership's business. ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES 3.1 Pre-Partnership Representations - LHI. LHI hereby reaffirms to the Partnership for the benefit of Hub Services and the Partnership the covenants, representations and warranties it made in the Pre-Partnership Agreement, and affirms that those covenants, representations and warranties are true as of the date of this Agreement. 3.2 Pre-Partnership Representations - Hub Services. Hub Services hereby reaffirms to the Partnership for the benefit of LHI and the Partnership the covenants, representations and warranties it made in the Pre-Partnership Agreement, and affirms that those covenants, representations and warranties are true as of the date of this Agreement. ARTICLE IV LOANS TO THE PARTNERSHIP 4.1 No Partner shall lend or advance money to or for the Partnership's benefit without the approval of the Executive Committee. If any Partner, with the requisite consent of the Executive Committee, lends any money to the Partnership in addition to its contribution to the Partnership's capital, the loan shall be a debt of the Partnership to that Partner and shall bear interest at a rate established and approved by the Executive Committee. The liability shall not be regarded as an increase in the lending Partner's capital, and it shall not entitle the lending partner to any increased share of Partnership profits. ARTICLE V CAPITAL ACCOUNTS 5.1 Capital Accounts. The Partnership will establish for each Partner a Capital Account, which will be maintained in accordance with the following: (a) To each Partner's Capital Account will be credited (i) that Partner's capital contributions to the Partnership, (ii) items in the nature of income or gain that are allocated to that Partner pursuant to Article VI of this Agreement, and (iii) the amount of any Partnership liabilities that are assumed by that Partner or that are secured by any property that is distributed to that Partner. Notwithstanding anything else in this Agreement, the initial balance of the Capital Accounts of LHI and Hub Services shall be deemed to be $14,406.00 each. (b) From each Partner's Capital Account will be debited the amount of (i) distributions made to that partner pursuant to Article VI of this Agreement, (ii) any items in the nature of expenses or losses that are allocated to that Partner pursuant to Article VI of this Agreement, and (iii) the amount of any liabilities of that Partner that are assumed by the Partnership or that are secured by any property that is contributed by that Partner to the Partnership. 5.2 Assignment. In the event any Partner's interest in the Partnership is assigned to an affiliate in accordance with the terms of this Agreement, the affiliate shall succeed to the Capital Account of the Partner which assigns its interest. 5.3 Maintenance of Capital Accounts. Partners' Capital Accounts will be maintained otherwise in accordance with Treasury Regulation Section 1.704-1(b) or corresponding provisions of future regulations. The foregoing provisions and other provisions of this Agreement relating to Capital Accounts are intended to comply with Treasury Regulation 1.704-1(b) and will be interpreted and applied in a manner consistent with that Regulation. ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Partnership Profit and Loss. The profits, losses and credits of the Partnership will be determined at the end of each fiscal year of the Partnership, which will end on December 31 of each calendar year unless otherwise agreed by the Partners. Accounting principles will be applied in a consistent manner. Profits and losses will be allocated annually based upon the results of an annual audit, unless otherwise agreed by the Parties. 6.2 Allocation of Profit and Loss. (a) Except as otherwise provided in this Section 6.2, the profits, losses and credits of the partnership shall be allocated 50 percent to each Partner. (b) Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Partnership minimum gain (as defined in Treasury Regulation Section 1.704-2 (b) (2) and computed in accordance with Treasury Regulation Section 1.704-2(d)) during any Partnership taxable year, then each Partner shall be allocated such amount of Partnership income and gain for such year (and subsequent years, if necessary) determined under and in the manner required by Treasury Regulation Sections 1.704-2(f) and (g) as is necessary to meet the requirements for a minimum gain chargeback as provided in such Regulation. (c) Notwithstanding any other provision of this Section 6.2 except Section 6.2(b), if there is a net decrease in Partner nonrecourse debt minimum gain (as determined in accordance with Treasury Regulation Section 1.704-2(i)(5)) attributable to a Partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b) (4)) during any Partnership taxable year, any Partner who has a share of the Partner nonrecourse debt minimum gain attributable to such Partner nonrecourse debt, determined in accordance with Treasury Regulation Section 1.704-2(g)(2), shall be allocated such amount of income and gain for such year (and subsequent years, if necessary) determined under and in the manner required by Treasury Regulation Section 1.704-2(i)(4) as is necessary to meet the requirements for a Partner nonrecourse debt minimum gain chargeback as is provided in such Regulation. (d) To the extent that an adjustment to the basis of any asset pursuant to Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the adjustment shall be treated (if an increase) as an item of gain or (if a decrease) as an item of loss, and such gain or loss shall be allocated to the Partners consistent with the allocation of the adjustment pursuant to such Regulation. (e) Nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(b)(1)) of any fiscal year shall be allocated among the Partners in proportion to their interests in the Partnership. (f) Any Partner nonrecourse deduction shall be allocated pursuant to Treasury Regulation Section 1.704-2(i)(1) to the Partner who bears the economic risk of loss with respect to the Partner nonrecourse debt to which it is attributable. (g) Notwithstanding any other provision of this Section 6.2 except Sections 6.2(b) and 6.2(c), if during any Partnership taxable year any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and, as a result of such adjustment, allocation or distribution, such Partner's Capital Account balance is reduced below zero in an amount exceeding the amount of such Partner's deficit amount that it is obligated to restore within the meaning of Treasury Regulation Section 1.704- 1(b)(2)(ii), items of Partnership income and gain for such year (and, if necessary, subsequent years) shall be allocated to such Partner in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. (h) The purpose and the intent of the special allocations provided for in Section 6.2(b) through 6.2(g) are to comply with the provisions of Treasury Regulation Sections 1.704-1 and 1.704-2 and such special allocations are to be made so as to accomplish that result. However, to the extent possible, the Partners in allocating items of income, gain, loss or deduction between the Partners shall take into account the special allocations in such a manner that the net amount of allocations to each Partner shall be the same as such Partner's distributive share of profits and losses would have been had the events requiring the special allocations not taken place. The Partners shall apply the provisions of Section 6.2(b) through 6.2(g) in whatever order they reasonably believe will minimize any economic distortion that otherwise might result from the application of the special allocations. (i) Solely for income tax purposes, any item of income, gain, loss, deduction or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which is required to be allocated to Partners for income tax purposes under Code Section 704(c) so as to take into account the variation between the tax basis of such property and its fair market value at the time of its contribution, shall be allocated to the Partners for income tax purposes in the manner required by Code Section 704(c) and the Regulations promulgated thereunder. If and when the Capital Accounts of the Partners are required to be adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or (g) with respect to a revaluation of any asset of the Partnership, subsequent allocations of income, gain, loss and deduction, including, without limitation, depreciation or deductions for cost recovery with respect to such asset, shall take account of any variation between the then exiting adjusted basis of such asset for federal income tax purposes and the fair market value, as adjusted, of such asset, as such computations may be required under Code Sections 704(b) and 704(c). 6.3 Partnership Cash Flow. The term "Partnership Cash Flow" means the excess from time to time of the total of cash on hand of the Partnership over the reasonable working capital requirements of the Partnership. 6.4 Distributions of Partnership Cash Flow. Partnership Cash Flow available for distribution will be determined annually by the Executive Committee in connection with its approval of the Annual Operating Budget, or more frequently as determined by the Executive Committee. The Partnership Cash Flow determined to be available for distribution shall be distributed 50 percent to each Partner. ARTICLE VII TERM AND DISSOLUTION 7.1 Term of Partnership. The Partnership shall continue for two (2) years from the date of execution of this Agreement, and shall be automatically continued for additional terms of one (1) year unless a Partner notifies the other Partner(s), at least three months prior to the end of the term, that the Partnership shall not automatically be continued for an additional term. If the Partnership has not previously been dissolved, it shall dissolve twenty (20) years after the death of the last to die of the employees of the Partners as of the date of execution of this Agreement. Otherwise, the Partnership shall continue until it is sooner dissolved in accordance with the provision of this Article or as otherwise required by law. 7.2 Dissolution. (1) The Partnership shall be dissolved upon the occurrence of any of the following events: (a) The express will of all of the Partners who have not suffered their interests in the Partnership to be charged for their separate debts; (b) The expiration of the term of the Partnership; (c) The withdrawal, bankruptcy, or dissolution of any Partner, unless all remaining Partners agree within 90 days to continue the Partnership; or (d) The material breach of this Agreement by any Partner; provided that any Partner seeking to dissolve the Partnership for this reason shall first give the allegedly breaching Partner a sworn statement ("Notice of Breach") specifying the nature of the breach, after which the Partners shall in good faith attempt to resolve dispute. If the Partners have not resolved the matter within six (6) months after the Notice of Breach is given, the Partner alleging the breach must give the allegedly breaching Partner a second sworn statement alleging that such breach has continued and that the Partner alleging the breach thereby dissolves the Partnership effective at least six (6) months and a day after the Notice of Breach was given. If the Partner alleged to have breached this Agreement believes that there was no material breach, or that such breach was cured during the six months following the Notice of Breach, such Partner may attempt to recover from the alleging Partner damages for wrongful termination of this Agreement. (2) On application by or for a Partner the court shall decree a dissolution upon the occurrence of an event designated in Section 7.2(1) should the Partners not agree that the Partnership is dissolved. 7.3 Purchase Option. If any Partner (herein, the "Affected Partner") becomes bankrupt, or dissolves, merges or consolidates with any other Person (other than with an affiliate of a Partner), the provisions of this Section 7.3 shall apply: (a) Any Partner (other than the Affected Partner), or its designee (the "Purchasing Partner"), shall have the right to purchase all of the Affected Partner's interest in the Partnership by so notifying the Affected Partner within 90 days after the event giving rise to such Partner becoming an Affected Partner. The purchase price shall be equal to the fair market value of the Affected Partner's interest in the Partnership. The fair market value shall be determined as of the date of the notice to the Affected Partner of the election to purchase its interest in the Partnership. Fair market value shall be determined by a national investment banking firm mutually acceptable to the Affected Partner and the Purchasing Partner. Fees, if any, charged by the investment banking firm shall be paid by the Partnership. The closing shall be held at a date mutually satisfactory to the Affected Partner and the Purchasing Partners, but not later than 120 days after the notice of election to purchase the Affected Partner's interest in the Partnership. The purchase price shall be payable in cash at the closing. The payment to be made shall be conclusively deemed to be, in complete liquidation and satisfaction of all the rights and interest of the Affected Partner in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners. (b) If at any time a liability is asserted against the Partnership based on acts or transactions that occurred wholly or in part before the notice of the election to purchase the Affected Partner's interest in the Partnership, the Affected Partner's share of the asserted liability (determined in accordance with the Affected Partner's allocated share of profits or losses pursuant to Section 6.2) may be withheld from any amounts otherwise payable to the Affected Partner under this Section 7.3 until the amount of the liability is determined by adjudication, settlement, compromise or otherwise, at which time so much of the withheld amount as equals the Affected Partner's share of the liability shall be applied toward payment thereof and the balance shall be paid to the Affected Partner. If, at the time the amount of the liability is finally determined, all payments under this Section 7.3 have been made to the Affected Partner or the amount withheld is not sufficient to offset the Affected Partner's share of the liability, the Affected Partner shall reimburse the Partnership for its share of the liability immediately upon demand. 7.4 Liquidation. Upon the dissolution of the Partnership, unless it is reconstituted and continued, a liquidator designated by the Executive Committee ("Liquidator") shall wind up the affairs of the Partnership. The Liquidator shall take full account of the Partnership's property and liabilities and the Partnership's property shall be liquidated as promptly as is consistent with obtaining the fair value thereof. As promptly as possible after the dissolution and final liquidation of the Partnership, the Liquidator shall cause a proper accounting to be made by the Partnership's auditors of the Partnership's assets, liabilities, and operations through the last day of the calendar month in which the liquidation shall occur or the final liquidation shall be completed, as applicable. The Liquidator shall obtain the approval of the Executive Committee before selling, assigning, transferring or encumbering any of the Partnership's assets and shall wind up and liquidate the affairs of the Partnership in an orderly and businesslike manner. All proceeds from the liquidation of the Partnership's assets shall be applied in the following order of priority: (a) first, to the payment of debts and liabilities of the Partnership, including without limitation, any loans or advances to the Partnership by any Partners, and the costs and expenses of liquidation; (b) second, to the establishment of such reserves as the Executive Committee deems necessary or advisable; (c) third, to the Partners in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for the Partnership taxable year in which the liquidation occurs; and (d) any remaining amount, 50 percent to each of the Partners. In the event that any Partner's Capital Account balance is negative after taking into account all Capital Account adjustments for the Partnership taxable year in which the liquidation occurs, the Partner shall have no obligation to contribute any amount to the Partnership as a result of the negative Capital Account except to the extent necessary to meet the debts and obligations of the Partnership, including, without limitation, any loans or advances to the Partnership by any Partner, but excluding any return of capital or other Partnership distribution to the Partners. Any distribution to or contribution from a Partner under this Article VII shall be made by the end of the taxable year of the "liquidation" of the Partnership, or, if later, within 90 days of such "liquidation" as such term is defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(g), except as otherwise permitted by Treasury Regulation Section 1.704- 1(b)(2)(ii)(b). The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 7.4 shall constitute a complete return to the Partner of its capital contributions to the Partnership and a complete distribution to the Partner of its interest in the Partnership and all the Partnership's property. 7.5 Distribution in Kind. If any Partnership assets are to be distributed in kind to the Partners, the liquidator shall obtain an independent appraisal of the fair market value of such assets at a date reasonably close to the date of liquidation and shall adjust the Partners' Capital Accounts for any unrealized gain or loss in the same manner as such Capital Accounts would be adjusted under Article VI upon an actual sale of such assets at such appraised value. Fees, if any, associated with the appraisal shall be paid by the Partnership. The assets shall be distributed in kind to the Partners in accordance with Section 7.4. The Capital Account of each Partner shall be debited by the appraised value of the assets distributed to it. All distributions in kind to the Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership shall have committed prior to the date of termination. 7.6 Withdrawal of a Partner. Each Partner covenants and agrees that it will not withdraw from the Partnership. If a Partner shall so withdraw from the Partnership in violation of such covenant and agreement, such withdrawal shall be effective only upon at least 90 days prior notice to all other Partners, and the Partnership may recover from such Partner damages for breach of such covenant, and offset the damages just described against the amount otherwise distributable to such Partner and/or may pursue any remedies otherwise available under applicable law. 7.7 Limitations on Partition and Dissolution. Except as specifically provided in this Article VII, no Partner shall be entitled to bring an action at law or equity for the partition or dissolution of the Partnership. 7.8 Removal. No Partner may be removed as a Partner. ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES 8.1 Survival. The covenants, representations and warranties of the Partners shall survive for two years from execution of this Agreement. 8.2 Indemnification by Hub Services. Hub Services hereby agrees to indemnify and hold harmless LHI and the Partnership from and against any and all damages, claims, liabilities, losses, costs and expenses whatsoever arising out of, attributable to, or incurred with respect to (i) any breach of warranty or misrepresentation by or on behalf of Hub Services under this Agreement, or the breach or nonperformance of any covenant, agreement, or obligation to be performed by Hub Services; and (ii) any misrepresentation in, or omission from, any certificate or instrument executed and delivered or to be executed and delivered by or on behalf of Hub Services in connection with this Agreement. 8.3 Indemnification by LHI. LHI agrees to indemnify and hold harmless Hub Services and the Partnership from and against any and all damages, claims, liabilities, losses, costs and expenses whatsoever arising out of, attributable to, or incurred with respect to (i) any breach of warranty or misrepresentation by or on behalf of LHI under this Agreement, or the breach or nonperformance of any covenant, agreement or obligation to be performed by LHI; and (ii) any misrepresentation in, or omission from, any certificate or instrument executed and delivered or to be executed and delivered by or on behalf of LHI in connection with this Agreement. ARTICLE IX INDEMNIFICATION 9.1 Indemnification by Partnership. Subject to the provisions of Section 9.2, the Partnership shall indemnify each Partner from and against all losses, liabilities, costs, and expenses incurred on account of such Partner's liability for obligations of the Partnership; provided, however, that such indemnity shall not apply to actions or omissions constituting gross negligence, willful misconduct, bad faith or breach of the provisions of this Agreement. 9.2 Unauthorized Acts. Except as otherwise expressly provided herein, no Partner, in its capacity as a Partner, shall have the authority to act as agent for or on behalf of the Partnership or another Partner, to do any act which would be binding on the Partnership or another Partner or to incur any expenditures on behalf of or with respect to the Partnership. If the Partnership or a Partner sustains any loss or liability attributable to any act of another Partner which is unauthorized under the terms of this Agreement, then the Partner who has taken such unauthorized action shall indemnify the Partnership or such Partner, as the case may be, for the amount of such loss or liability so sustained. ARTICLE X ACCOUNTING AND INFORMATION 10.1 Books. The Partnership shall maintain complete and accurate books of account of the Partnership's affairs for both accounting and tax purposes, at the Partnership's principal place of business. The Partnership's books shall be kept on the accrual method of accounting generally applicable to partnerships, except that another method may be applied with the approval of the Executive Committee for financial statement reporting purposes, on the advice of the Partnership's accountants. The Partnership's accounting period, taxable year and fiscal year shall be the calendar year or such other year for income tax purposes as may be required by the Code or Treasury Regulations. 10.2 Reports and Information. The Executive Committee shall mail to each Partner (i) monthly, within 15 days after the end of each month, a balance sheet and statement of income, cash flow and Partner's capital for the Partnership, covering the month then ended, prepared on a consistent basis and in accordance with generally accepted accounting principles and past practices of the Partnership; (ii) subject to the approval of the Executive Committee, within 60 days after the end of the fiscal year, financial statements of the same type and prepared in accordance with the same standards as in (i) above, covering the fiscal year ended, audited by the accounting firm of Arthur Anderson or another national accounting firm acceptable to the Executive Committee with copies of all audit reports, and drafts thereof, delivered simultaneously to all members of the Executive Committee; and (iii) subject to the approval of the Executive Committee, annually, by not later than March 10th of each year, sufficient financial information concerning the results of Partnership operations as is necessary for each Partner to file its own federal and state income tax return for the preceding year. Each Partner or its authorized representative shall have access at the Partnership's principal place of business and other appropriate locations, during ordinary business hours, to all properties, books, records, accounts and information regarding the Partnership, its Subsidiaries or their respective activities, whether in possession of the Partnership or any affiliate of a Partner. 10.3 Tax Returns and Elections. The Executive Committee shall cause to be prepared and timely filed all federal, state and local income and other tax returns and reports as may be required as a result of the business of the Partnership. All elections made on such returns shall be subject to the prior approval of the Partners. Not more than 10 days after the date on which the Partnership actually files its federal income tax return, a copy of the return so filed shall be furnished to all Partners. 10.4 Allocation of Expenses to Partnership. The Partnership may (i) share space and office equipment and facilities in offices leased and occupied by Natural Gas Clearinghouse's ("NGC") Pittsburgh office, and (ii) borrow NGC or Hub Services employees from time to time on a temporary basis for purposes associated with operating the Ellisburg-Leidy Hub. Expenses or salaries associated with such shared space and borrowed employees shall be treated as expenses incurred by the Partnership, subject to the limit set forth in this Section 10.4. The allocations of such costs from NGC or Hub Services to the Partnership shall total no more than twenty- two thousand dollars ($22,000) per month, except as otherwise approved by the Executive Committee. The Executive Committee shall review this limit at least every six months, and shall endeavor in good faith to set that limit, and approve requested monthly allocations exceeding that limit, at amounts which compensate NGC or Hub Services for the actual proportionate cost of prudently shared facilities and prudently borrowed employees. NGC or Hub Services shall furnish all members of the Executive Committee with a monthly statement of such expenses, supported by invoices or other supporting documents, and shall maintain adequate records in accordance with GAAP supporting the allocation of expenses between the Partnership and Hub Services or NGC. Nothing in this Agreement shall obligate NGC or Hub Services to provide facilities or furnish borrowed employees at a cost in excess of the cost subject to compensation under this Section 10.4. ARTICLE XI TRANSFER OF PARTNERSHIP INTEREST 11.1 Restrictions on Transfer. Transfers of Partnership interests to any Person (in this Article XI, a "Transferee") shall be subject to the purchase rights and other terms provided below. Additionally, except as otherwise provided in Section 11.3(c), no Transfer of a Partnership interest may be made (i) without the consent of all of the other Partners, which consent shall not be unreasonably withheld or (ii) if the Partnership would be considered to have terminated within the meaning of Section 708 of the Internal Revenue Code. The consent of all of the other Partners to such a Transfer shall, except as provided in Section 11.3(c), constitute the consent of such Partners to the admission of the Transferee as a partner in the Partnership. No Transfer shall be effective until the transferring Partner and its Transferee shall have executed and delivered to the other Partners an appropriate document whereby the Transferee agrees to be bound by the terms of this Agreement, and all the other agreements and plans of the Partnership, and the transferring Partner and its Transferee each represents and warrants to the other Partners and the Partnership that such Transfer was made in accordance with all applicable laws and regulations, including, without limitation, securities laws. Any Transfer of a Partnership interest permitted under this Article XI shall not release the transferring Partner from any of its liabilities and obligations under this Agreement, whether theretofore accrued or arising after such transfer. 11.2 Reflecting Transfers on the Books of the Partnership. The Partnership shall not transfer upon its books any interest held or owned by any of the Partners to any person except in accordance with this Agreement. 11.3 Certain Restrictions and Permitted Transfers. (a) No Partner shall grant any proxy or enter into or agree to be bound by any voting trust with respect to the interests. (b) Any Transferee acquiring Partnership interest(s) pursuant to a Transfer in accordance with the provisions of this Article XI shall, as a successor or assignee hereunder, be deemed to take such interest subject to all of the other provisions of this Agreement. (c) A Partner shall be entitled to pledge up to twenty- five percent (25%) of its Partnership interest to a commercial lending institution (the "Lender") as security for indebtedness of such Partner if (i) the Lender executes a written agreement in favor of the other Partners pursuant to which it agrees (A) not to Transfer such interests except in compliance with the provisions of this Agreement, (B) that any Transfer of such interests upon or in lieu of foreclosure of its security interest will be subject to the provisions of Section 11.4 and that it must offer to sell the interests pursuant to Section 11.4 before it may accept any offer at foreclosure or in lieu of foreclosure and (C) that if the Lender shall acquire such interests, whether by foreclosure or otherwise, it will assume and be bound by all the obligations of the pledging Partner under this Agreement but the Lender and its assignees shall not be admitted to the Partnership as a Partner or otherwise have the right to vote on any matter and the Lender and its assignees shall only have the right to receive distributions, and (ii) such pledge does not reduce the Partnership's borrowing capacity. The consent requirement of Section 11.1 and the provisions of Section 11.4 shall not apply to the pledging of interests under the preceding sentence. 11.4 Sale of Partnership Interest. (a) If any Partner (as used in this Section, the "Transferor") receives a bona fide offer to purchase all or any portion of the Transferor's interest in the Partnership that the Transferor desires to accept, the Transferor shall give written notice (as used in this Section, the "Transfer Notice") to the Partnership and the other Partners (as used in this Section, the "Remaining Partners"), stating the Transferor's desire to make such Transfer, the identity of the Person that made such bona fide offer to purchase (as used in this Section, the "Offeror"), the interest to be transferred (as used in this Section, the "Offered Interest"), the cash price and other consideration which has been offered for the Offered Interest and the other terms and conditions of such proposed sale. The Partnership and the Remaining Partners shall then have the prior right to purchase all, but not less than all, of the Offered Interest in accordance with Section 11.5. (b) If the Partnership and the Remaining Partners elect not to exercise the rights to purchase all of the Offered Interest set forth in Section 11.4(a), then, subject to Section 11.1, the Transferor may transfer all of the Offered Interest to the Offeror at any time within 120 days after the date the Partnership received the Transfer Notice. Any such sale shall be to the Offeror, at not less than the price for the Offered Interest specified in the Transfer Notice and upon other terms and conditions, if any, not more favorable to the Offeror than those specified in the Transfer Notice. If the Transferor does not effect such sale within such 120 day period, the proposed disposition shall again become subject to the rights of purchase set forth in Section 11.4. 11.5 Prior Rights to Purchase. (a) The provisions of this Section 11.5 shall apply to any Transfer referred to in Section 11.4. (b) The Partnership, acting through the Executive Committee, shall have the irrevocable option to purchase or redeem all of the Offered Interest, and may exercise its option by written notice to the Transferor (the "Partnership Notice"), with copies to the Remaining Partners, within 20 days from the date the Partnership receives the Transfer Notice (as used in this Section, the "Offer Date"). The failure of the Partnership to so notify the Transferor and the Remaining Partners within such 20 day period shall be deemed an election not to purchase or redeem the Offered Interest. (c) In the event the Partnership elects not to purchase or redeem the Offered Interest, each of the Remaining Partners shall have the irrevocable option to purchase all of the Offered Interest in accordance with their Proportionate Shares, or on such other basis as they may agree. The option of the Remaining Partners shall be exercisable by each Remaining Partner by written notice from such Remaining Partner to the Transferor, with a copy to the Partnership and the other Remaining Partners, given within 30 days from the Offer Date, setting forth (a) whether such Remaining Partner elects to purchase its Proportionate Share and (b) whether such Remaining Partner elects to purchase its Proportionate Share of the Proportionate Share of any other Remaining Partner that declines to exercise its option. The failure of a Remaining Partner to so notify the Transferor, the Partnership and the other Remaining Partners within such 30 day period shall be deemed an election by such Remaining Partner not to purchase the Offered interest. If the Remaining Partners do not, in the aggregate, exercise their options to acquire all of the Offered Interest, the Transferor may Transfer the offered interest in accordance with Section 11.4(b). (d) The parties, if any, that exercise their rights under this Section are referred to in this Section as the "Purchasing Parties". In the case of a Transfer subject to Section 11.4, the Offered Interest shall be purchased and sold for the consideration and on the other terms and conditions offered by the Offeror; provided, however, that if such consideration consists of or includes consideration other than cash, the Purchasing Parties, at their sole option, may pay such non-cash portion (if any) of the purchase price with either (i) substantially similar consideration of equivalent value or (ii) cash in an amount equal to the fair market value of the non-cash consideration as valued in either case by an independent third party accounting firm, evaluation firm or investment banker (the "Appraiser") selected by the Transferor and approved by the Purchasing Parties (the fee of which shall be borne one-half by the Purchasing Parties and one- half by the Transferor) promptly after a request by the Transferor. If the Transferor and the Purchasing Parties cannot agree on an Appraiser within ten days after the Purchasing Parties' receipt of written notice of the Appraiser selected by the Transferor, then [insert alternative selection procedure]. (e) The closing (the "Closing") of the purchase of the Offered Interest under this Section will be held at the Partnership's offices not later than 30 days after the giving of the last notice of the election to purchase the Offered Interest, or if such day is not a business day, on the next following business day. At the Closing, the Purchasing Parties shall tender t o the Transferor the consideration required under this Section 11.5, and the Transferor will duly execute and deliver assignments of the Offered Interest to the Purchasing Parties, conveying the Offered Interest with general warranty of title and free and clear of all liens, adverse claims and encumbrances. 11.6 Assignment to Affiliates and Successors. Notwithstanding anything to the contrary in this Agreement except the prohibition set forth in Section 11.1(ii), any Partner may assign its right, interest and obligations hereunder to an affiliate or successor in interest by merger or consolidation. No such assignment shall relieve the assignor of any of its obligations, duties or liabilities hereunder to the other parties. ARTICLE XII COMPETITION 12.1 Competing Hubs. Except as provided in this Section 12.1 and 12.3, no Partner, nor any entity which owns more than 50% of the outstanding voting stock of a Partner (a "Parent"), nor any subsidiary of a Parent (a "Sibling"), shall establish or operate any business covering the area of Ellisburg and Leidy, Pennsylvania, which is or purports to be a "market hub" or "market center" as those terms are used in FERC publications. This Section 12.1 shall not be interpreted to prohibit any Partner, Parent or Sibling from buying or selling gas, or buying or releasing capacity, involving points in the area of Ellisburg and Leidy, Pennsylvania, without utilizing the services of the Partnership. The prohibition contained in this Section shall be in effect during the term of this Partnership, and for twelve (12) months after dissolution of this Partnership. 12.2 Use of Partnership Identity. Unless the Partners agree otherwise in a signed written agreement, no Partner, Parent or Sibling shall use the Partnership's telephone number, address, name (or any deceptively similar name) or logo for twelve (12) months after the termination of this Partnership. 12.3 Permitted Competition by National Fuel. Notwithstanding the prohibition contained in Section 12.1 above, LHI Siblings National Fuel Gas Supply Corporation ("Supply") and National Fuel Gas Distribution Corporation ("Distribution") shall be permitted to comply with the laws, regulations and tariffs applicable to them as an "open access" interstate natural gas pipeline and a state- regulated public utility, respectively. For example, potential Partnership customers will be able to make requests for service directly to Supply which may be in competition with the services offered by the Partnership, and Supply may be required to perform those services. 12.4 Partner Dealings with the Partnership. The Partners expect that Partners and/or Siblings may become customers of the Partnership, and otherwise engage in natural gas marketing or brokering activities which may effectively compete with the Partnership. Other than the specific prohibition in Section 12.1 above, nothing in this Agreement is intended to prohibit or limit such competition. 12.5 Competition Between Partners. Except as specifically provided in this Article XII, nothing shall limit or restrict the Partners' ability to compete with each other. ARTICLE XIII MISCELLANEOUS 13.1 Entire Agreement. This Agreement and its Exhibits and Schedules constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof and no Partner shall be liable or bound to the other in any manner by any warranties or representations, except as specifically set forth therein. 13.2 Amendment. Any amendment, change or modification of this Agreement shall be void unless in writing and signed by all Partners. 13.3 Confidentiality. The Partners will use all reasonable efforts to cause all confidential information obtained from each other to be treated as such and will use all reasonable efforts not to use such information in a manner detrimental to each other. In the event that the transactions contemplated hereby are not consummated for any reason, each will destroy or expeditiously return to the others all copies of information furnished to it and its representatives. 13.4 Successors and Assigns. This Agreement and the rights and obligations hereunder will be binding upon and will inure to the benefit of the Partners and their respective, permitted successors and assigns, but nothing in this Agreement is intended to confer on any person not a party hereto any benefit or right. 13.5 Transaction Costs. Each party shall each bear and pay its own transaction costs relating to the negotiation and execution of this Agreement. 13.6 Notices. Any notices or other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been given if delivered personally or sent by certified mail, postage prepaid, addressed as follows: (a) To LHI: Mr. Gerald T. Wehrlin 10 Lafayette Square Buffalo, New York 14203 With a copy to: James R. Peterson, Esq. National Fuel Gas Company 10 Lafayette Square, Room 1500 Buffalo, New York 14203 (b) To Hub Services: Stephen W. Bergstrom Hub Services, Inc. 13430 Northwest Freeway, #1200 Houston, Texas 77040 With a copy to: John Herbert, Esq. Natural Gas Clearinghouse 13430 Northwest Freeway, #1200 Houston, Texas 77040 or to such other addresses as shall be furnished in writing by the parties. 13.7 Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of the provisions hereof. 13.8 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.9 Choice of Law. This Agreement shall be governed, construed and enforced in accordance with the internal laws of the State of New York without regard to principles of conflicts of law. 13.10 Additional Documents. The Partners agree to execute any additional documents and to perform any additional acts as are or may become necessary or convenient to carry out the purposes of this Agreement. 13.11 Setoff Rights. In the event that any sum is payable to any Partner pursuant to this Agreement, any amounts owed by such Partner to the Partnership shall be deducted from such sum before payment to the Partner. 13.12 Severability. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, then (i) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were not a part of this Agreement; (ii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement; and (iii) there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable. IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of the date first above written. LEIDY HUB, INC. By:_/s/ Walter E. DeForest______ Title: President________________ HUB SERVICES, INC. By: /s/ Stephen W. Bergstrom____ Title:__________________________ JCH\AGR\120 EXHIBIT 1.4 Schedule of Partnership Assets as of September 1, 1994 Assets Market Value A. Communications Equipment 1. Merlin AT&T Phone System $ 3,489.00 2. AT&T Answering Machine 58.00 3. AT&T Cellular Phone 1,279.00 Subtotal $ 4,826.00 B. Computer Equipment 1. P.C. $ 4,982.00 2. Computer Monitor (2) 600.00 3. Computer Docking Station (2) 1,200.00 4. H.P. Printer 2,500.00 5. Computer Mobile Arm 100.00 6. Software 2,000.00 Subtotal $11,382.00 C. Office Furnishings 1. Executive Desk $ 2,751.00 2. Desk Chairs (3) 2,064.00 3. Guest Chairs (4) 1,225.00 4. Bookcases (3) 1,221.00 5. Lateral Files (2) 1,403.00 6. Executive Credenza 780.00 Subtotal $ 9,444.00 D. Leasehold Improvements $ 2,855.00 E. Miscellaneous 1. Plants $ 305.00 F. Hub Service Agreements and Gas Transportation Agreements -0- TOTAL $28,812.00 JCH\608 Exhibit 1.4(b) Schedule of Ellisburg-Leidy Northeast Hub Company's Hub Service Agreements and Gas Transportation Agreements A. Fully Executed Agreements Agreement Type Date Parties 1. Hub Service 3/15/94 HSI/Chatauqua Energy Agreement Marketing 2. Hub Service 4/1/94 HSI/Columbia Energy Services Agreement 3. Hub Service 2/15/94 HSI/Gaslantic Corp. Agreement 4. Hub Service 11/1/93 HSI/Goetz Oil & Gas Agreement 5. Hub Service 12/1/93 HSI/Natural Gas Agreement Clearinghouse 6. Hub Service 12/1/93 HSI/National Fuel Gas Agreement Distribution 7. Hub Service 12/1/93 HSI/National Fuel Resources Agreement 8. Gas 11/1/93 HSI/Tennessee Gas Pipeline Transportation Company Agreement 9. Gas Storage 11/9/93 HSI/Tennessee Gas Pipeline Agreement Company 10. Gas 9/1/93 HSI/National Fuel Gas Supply Transportation Corporation Agreement 11. Service Agreement 9/1/93 HSI/National Fuel Gas Supply (ISS) Corporation 12. Service Agreement 1/21/94 HSI/National Fuel Gas Supply (W-1) Corporation 13. Service Agreement 1/21/94 HSI/National Fuel Gas Supply (IR-1) Corporation 14. Service Agreement 1/21/94 HSI/National Fuel Gas Supply (P-1) Corporation B. Agreements Not Fully Executed - Hub Business Conducted Agreement Type Parties 15. Hub Service Agreement HSI/Catex Vitol 16. Hub Service Agreement HSI/CC Pace Resources 17. Hub Service Agreement HSI/Cenergy 18. Hub Service Agreement HSI/Con Ed Gas Marketing 19. Hub Service Agreement HSI/Enron/Access 20. Hub Service Agreement HSI/Enron Gas Services 21. Hub Service Agreement HSI/Enserch 22. Hub Service Agreement HSI/Equitable Resource Marketing 23. Hub Service Agreement HSI/J. Makowski & Assoc. 24. Hub Service Agreement HSI/Indeck Energy Services 25. Hub Service Agreement HSI/KCS Energy Marketing 26. Hub Service Agreement HSI/O&R Energy Marketing 27. Hub Service Agreement HSI/Philbro Energy 28. Hub Service Agreement HSI/Superior Energy 29. Hub Service Agreement HSI/Tenngasco 30. Hub Service Agreement HSI/Transco Energy Marketing 31. Hub Service Agreement HSI/Western Gas Marketing 32. Hub Service Agreement HSI/Western Gas Resources 33. Hub Service Agreement HSI/Xenergy JCH\609 Attached to and made part of the Partnership Agreement dated as of September 1, 1994, between Leidy Hub, Inc. and Hub Services, Inc. to form Ellisburg-Leidy Northeast Hub Company. Gentlemen: The following serves as notice and certification that: Leidy Hub, Inc. is a corporation duly organized and existing under the laws of the State of Pennsylvania; that Walter E. DeForest is an officer of Leidy Hub, Inc. and thus fully authorized to execute that certain Partnership Agreement dated September 1, 1994, executed by Hub Services, Inc. and Leidy Hub, Inc. I, Gerald T. Wehrlin, Secretary and Treasurer of Leidy Hub, Inc. certify that the foregoing representations and statements are true and correct and in full accordance with Leidy Hub, Inc.'s Articles of Incorporation and Bylaws as of this 1st day of September, 1994. /s/ Gerald T. Wehrlin___________ Secretary and Treasurer of Leidy Hub, Inc. JCH\619 Attached to and made part of the Partnership Agreement dated as of September 1, 1994, between Leidy Hub, Inc. and Hub Services, Inc. to form Ellisburg-Leidy Northeast Hub Company. Gentlemen: The following serves as notice and certification that: Hub Services, Inc. is a corporation duly organized and existing under the laws of the State of Delaware; that Stephen W. Bergstrom is an officer of Hub Services, Inc. and thus fully authorized to execute that certain Partnership Agreement dated September 1, 1994, executed by Hub Services, Inc. and Leidy Hub, Inc. I, John C. Herbert, Vice President and Assistant Secretary of Hub Services, Inc. certify that the foregoing representations and statements are true and correct and in full accordance with Hub Services, Inc.'s Articles of Incorporation and Bylaws as of this 1st day of September, 1994. /s/ John C. Herbert_____________ Assistant Secretary of Hub Services, Inc. JCH\619 EX-99 14 CERTIFICATE OF MERGER OF SENECA RESOURCES CORPORATION AND EMPIRE EXPLORATION, INC. INTO SENECA RESOURCES CORPORATION UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW Pursuant to Section 907 of the Business Corporation Law of the State of New York, the undersigned hereby certify as follows: 1. The name of each corporation to be merged is Empire Exploration, Inc., a New York corporation ("Empire"), and Seneca Resources Corporation, a Pennsylvania corporation ("Seneca"). The name under which Seneca was formed is Mars Natural Gas Company. 2. The name of the surviving corporation is Seneca Resources Corporation ("Surviving Corporation"). 3. The designation and number of outstanding shares of each class and series, and the specification of each class and series entitled to vote, of each corporation to be merged are as follows: Designation and Classes and Number of Out- Series Entitled Name of the Corporation standing Shares to Vote Seneca Resources 100,000 common, common, Corporation with par value with par value of Five Dollars of Five Dollars Empire Exploration 1,000 common, common, Inc. with par value with par value of Ten Dollars of Ten Dollars 4. The effective date of the merger is July 1, 1994. 5. The merger was authorized by the unanimous written consent of the board of directors of Empire followed by the written consent of the holder of all outstanding shares of Empire entitled to vote. The merger is permitted by the laws of the jurisdiction of the Surviving Corporation, and is in compliance therewith. 6. The Certificate of Incorporation of Empire was filed by the Department of State on March 26, 1982. 7. The Surviving Corporation was formed under the laws of the Commonwealth of Pennsylvania on June 9, 1913, and its application for authority to do business in the State of New York was filed by the Department of State on November 23, 1976. 8. The Surviving Corporation agrees that it may be served with process in the State of New York in any action or special proceeding for the enforcement of any liability or obligation for the enforcement of any liability or obligation of the Surviving Corporation for which the Surviving Corporation is previously amenable to suit in the State of New York, and for the enforcement, as provided in the Business Corporation Law of the State of New York, of the right of shareholders of Empire to receive payment for their shares against the Surviving Corporation. 9. The Surviving Corporation agrees that, subject to the provisions of Section 623 of the Business Corporation Law of the State of New York, it will promptly pay to the shareholders of Empire the amount, if any, to which they shall be entitled under the provisions of the Business Corporation Law of the State of New York relating to the rights of shareholders to receive payment for their shares. 10. The Surviving Corporation hereby designates the Secretary of State of the State of New York as its agent upon whom process against it may be served in the manner set forth in paragraph (b) of Section 306 of the Business Corporation Law of the State of New York in any action or special proceeding. The post office address to which the said Secretary of State shall mail a copy of any process against the Surviving Corporation served upon him is: Seneca Resources Corporation c/o Treasurer 10 Lafayette Square Buffalo, New York 14203 IN WITNESS WHEREOF, this certificate has been signed on the 29th day of April, 1994, and the statements contained herein are affirmed as true under penalties of perjury. EMPIRE EXPLORATION, INC. By/s/Philip C. Ackerman Philip C. Ackerman, President By /s/Ronald J. Tanski Ronald J. Tanski, Secretary SENECA RESOURCES CORPORATION By /s/Philip C. Ackerman Philip C. Ackerman, President By /s/Gerald T. Wehrlin Gerald T. Wehrlin, Secretary PLAN OF MERGER approved on April 29, 1994 by Seneca Resources Corporation (sometimes referred to hereinafter as "Seneca"), a business corporation incorporated under the laws of the Commonwealth of Pennsylvania, and by resolution adopted by its Board of Directors as of such date, and approved on April 29, 1994 by Empire Exploration, Inc. (sometimes referred to hereinafter as "Empire"), a business corporation incorporated under the laws of the State of New York, and by resolution adopted by its Board of Directors as of such date. 1. The names of the corporations to be merged are Seneca Resources Corporation and Empire Exploration, Inc. The name under which Seneca was formed is The Mars Company. 2. The designation and number of outstanding shares of each class and series, and the specification of each class and series entitled to vote, of each corporation to be merged are as follows: Designation and Classes and Number of Out- Series Entitled Name of the Corporation standing Shares to Vote Seneca Resources 100,000 common, common, Corporation with par value with par value of Five Dollars of Five Dollars Empire Exploration 1,000 common, common, Inc. with par value with par value of Ten Dollars of Ten Dollars 3. Empire shall, pursuant to the provisions of the Pennsylvania Business Corporation Law of 1988 and pursuant to the provisions of the New York Business Corporation Law, be merged into Seneca, which shall be the surviving corporation ("Surviving Corporation") upon the effective date of the merger ("Merger") in the jurisdiction of its organization and which shall continue to exist as the Surviving Corporation pursuant to the provisions of the New York Business Corporation Law. The separate existence of Empire shall cease upon the effective date of the Merger in accordance with the provisions of the New York Business Corporation Law. 4. The Articles of Incorporation of Seneca, as amended, as in effect upon the effective date of the Merger shall be the Articles of Incorporation, as amended, of the Surviving Corporation. 5. The By-Laws of Seneca as in effect upon the effective date of the Merger shall be the By-Laws of the Surviving Corporation, and shall continue in full force and effect until altered, amended or repealed. 6. The issued shares of Empire shall not be converted or exchanged in any manner upon the effective date of the Merger, but shall be surrendered and cancelled upon the effective date of the Merger. The issued shares of Seneca shall not be converted or exchanged in any manner, but each share which is issued as of the effective date of the Merger shall continue to represent one issued share of the Surviving Corporation. 7. All persons who are directors and officers of Seneca on the effective date of the Merger shall be the directors and officers of the Surviving Corporation, until their successors are elected and shall have qualified. 8. In the event that this Plan of Merger shall have been duly adopted and approved on behalf of Seneca in accordance with the provisions of the Pennsylvania Business Corporation Law of 1988 and duly approved and adopted on behalf of Empire in accordance with the New York Business Corporation Law, Seneca and Empire hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of New York and the laws of the Commonwealth of Pennsylvania, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the Merger. 9. The proper officers of Seneca and the proper officers of Empire are herby authorized to execute the Articles of Merger on behalf of such corporations, respectively, in accordance with the provisions of the Pennsylvania Business Corporation Law of 1988 and the Certificate of Merger on behalf of such corporations in accordance with the provisions of the New York Business Corporation Law; and the Board of Directors and the proper officers of Seneca and of Empire, respectively, are hereby authorized, empowered, and directed to do any and all acts, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or the merger. 10. Notwithstanding the full adoption and approval of this Plan of Merger on behalf of Seneca in accordance with the provisions of the Pennsylvania Business Corporation law of 1988 and the full authorization of the Merger, and notwithstanding the full approval and adoption of this Plan of Merger on behalf of Empire in accordance with the provisions of the New York Business Corporation Law and the full authorization of the Merger, this Plan of Merger may be amended or terminated at any time prior to the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania or the filing of the Certificate of Merger with the Department of State of the State of New York by the Board of Directors of either Seneca or Empire. 11. The effective date and hour of this Plan of Merger and of the Merger shall, insofar as the provisions of the Pennsylvania Business Corporation Law of 1988 shall govern the same, be July 1, 1994 at 12:01 A.M. EX-99 15 CERTIFICATE OF MERGER OF PENN-YORK ENERGY CORPORATION AND NATIONAL FUEL GAS SUPPLY CORPORATION INTO NATIONAL FUEL GAS SUPPLY CORPORATION UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW Pursuant to Section 907 of the Business Corporation Law of the State of New York, the undersigned hereby certify as follows: 1. The name of each corporation to be merged is Penn-York Energy Corporation, a New York corporation ("Penn-York"), and National Fuel Gas Supply Corporation, a Pennsylvania corporation ("Supply"). The name under which Penn-York was formed is National Gas Storage Corporation. The name under which Supply was formed is United Natural Gas Company. 2. The name of the surviving corporation is National Fuel Gas Supply Corporation ("Surviving Corporation"). 3. The designation and number of outstanding shares of each class and series, and the specification of each class and series entitled to vote, of each corporation to be merged are as follows: Designation and Classes and Number of Out- Series Entitled Name of the Corporation standing Shares to Vote National Fuel Gas 1,013,802 common, common, Supply Corporation without par value without par value Penn-York Energy 200 common, common, Corporation without par value without par value 4. The effective date of the merger is July 1, 1994. 5. The merger was authorized by the unanimous written consent of the board of directors of Penn-York followed by the written consent of the holder of all outstanding shares of Penn-York entitled to vote. The merger is permitted by the laws of the jurisdiction of the Surviving Corporation, and is in compliance therewith. 6. The Certificate of Incorporation of Penn-York was filed by the Department of State on June 9, 1976. 7. The Surviving Corporation was formed by consolidation under the laws of the Commonwealth of Pennsylvania on January 2, 1951, and its application for authority to do business in the State of New York was filed by the Department of State on July 5, 1974. 8. The Surviving Corporation agrees that it may be served with process in the State of New York in any action or special proceeding for the enforcement of any liability or obligation for the enforcement of any liability or obligation of the Surviving Corporation for which the Surviving Corporation is previously amenable to suit in the State of New York, and for the enforcement, as provided in the Business Corporation Law of the State of New York, of the right of shareholders of the Penn-York to receive payment for their shares against the Surviving Corporation. 9. The Surviving Corporation agrees that, subject to the provisions of Section 623 of the Business Corporation Law of the State of New York, it will promptly pay to the shareholders of Penn-York the amount, if any, to which they shall be entitled under the provisions of the Business Corporation Law of the State of New York relating to the rights of shareholders to receive payment for their shares. 10. The Surviving Corporation hereby designates the Secretary of State of the State of New York as its agent upon whom process against it may be served in the manner set forth in paragraph (b) of Section 306 of the Business Corporation Law of the State of New York in any action or special proceeding. The post office address to which the said Secretary of State shall mail a copy of any process against the Surviving Corporation served upon him is: National Fuel Gas Supply Corporation c/o Treasurer 10 Lafayette Square Buffalo, New York 14203 IN WITNESS WHEREOF, this certificate has been signed on the 1st day of April, 1994, and the statements contained herein are affirmed as true under penalties of perjury. PENN-YORK ENERGY CORPORATION By /S/Richard Hare Richard Hare, Sr. Vice President By s/sRichard M. DiValerio Richard M. DiValerio, Secretary NATIONAL FUEL GAS SUPPLY CORPORATION By /s/Richard Hare Richard Hare, President By /s/Richard M. DiValerio Richard M. DiValerio, Secretary PLAN OF MERGER approved on April 1, 1994 by National Fuel Gas Supply Corporation (sometimes referred to hereinafter as "Supply"), a business corporation incorporated under the laws of the Commonwealth of Pennsylvania, and by resolution adopted by its Board of Directors as of such date, and approved on April 1, 1994 by Penn-York Energy Corporation (sometimes referred to hereinafter as "Penn-York"), a business corporation incorporated under the laws of the State of New York, and by resolution adopted by its Board of Directors as of such date. 1. The names of the corporations to be merged are National Fuel Gas Supply Corporation and Penn-York Energy Corporation. The name under which Supply was formed is United Natural Gas Company. The name under which Penn-York was formed is National Gas Storage Corporation. 2. The designation and number of outstanding shares of each class and series, and the specification of each class and series entitled to vote, of each corporation to be merged are as follows: Designation and Classes and Number of Out- Series Entitled Name of the Corporation standing Shares to Vote National Fuel Gas 1,013,802 common, common, Supply Corporation without par value without par value Penn-York Energy 200 common, common, Corporation without par value without par value 3. Penn-York shall, pursuant to the provisions of the Pennsylvania Business Corporation Law of 1988 and pursuant to the provisions of the New York Business Corporation Law, be merged into Supply, which shall be the surviving corporation ("Surviving Corporation") upon the effective date of the merger ("Merger") in the jurisdiction of its organization and which shall continue to exist as the Surviving Corporation pursuant to the provisions of the New York Business Corporation Law. The separate existence of Penn-York shall cease upon the effective date of the Merger in accordance with the provisions of the New York Business Corporation Law. 4. The Articles of Incorporation of Supply, as amended, as in effect upon the effective date of the Merger shall be the Articles of Incorporation, as amended, of the Surviving Corporation. 5. The By-Laws of Supply as in effect upon the effective date of the Merger shall be the By-Laws of the Surviving Corporation, and shall continue in full force and effect until altered, amended or repealed. 6. The issued shares of Penn-York shall not be converted or exchanged in any manner upon the effective date of the Merger, but shall be surrendered and cancelled upon the effective date of the Merger. The issued shares of Supply shall not be converted or exchanged in any manner, but each share which is issued as of the effective date of the Merger shall continue to represent one issued share of the Surviving Corporation. 7. All persons who are directors and officers of Supply on the effective date of the Merger shall be the directors and officers of the Surviving Corporation, until their successors are elected and shall have qualified. 8. In the event that this Plan of Merger shall have been duly adopted and approved on behalf of Supply in accordance with the provisions of the Pennsylvania Business Corporation Law of 1988 and duly approved and adopted on behalf of Penn-York in accordance with the New York Business Corporation Law, Supply and Penn-York hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of New York and the laws of the Commonwealth of Pennsylvania, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the Merger. 9. The proper officers of Supply and the proper officers of Penn-York are herby authorized to execute the Articles of Merger on behalf of such corporations, respectively, in accordance with the provisions of the Pennsylvania Business Corporation Law of 1988 and the Certificate of Merger on behalf of such corporations in accordance with the provisions of the New York Business Corporation Law; and the Board of Directors and the proper officers of Supply and of Penn-York, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or the merger. 10. Notwithstanding the full adoption and approval of this Plan of Merger on behalf of Supply in accordance with the provisions of the Pennsylvania Business Corporation law of 1988 and the full authorization of the Merger, and notwithstanding the full approval and adoption of this Plan of Merger on behalf of Penn-York in accordance with the provisions of the New York Business Corporation Law and the full authorization of the Merger, this Plan of Merger may be amended or terminated at any time prior to the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania or the filing of the Certificate of Merger with the Department of State of the State of New York by the Board of Directors of either Supply or Penn-York. 11. The effective date and hour of this Plan of Merger and of the Merger shall, insofar as the provisions of the Pennsylvania Business Corporation Law of 1988 shall govern the same, be July 1, 1994 at 12:01 A.M. -----END PRIVACY-ENHANCED MESSAGE-----