-----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, V4k7Y8//Dt8KxbVqVznexu0bjWtvaxpOUCF67mEWJ+o/j3Hcinj7vSrm9+KBqjQN TdQFjHTDwU0riUjIxv38bA== 0000070145-00-000045.txt : 20001201 0000070145-00-000045.hdr.sgml : 20001201 ACCESSION NUMBER: 0000070145-00-000045 CONFORMED SUBMISSION TYPE: U5S/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20001130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U5S/A SEC ACT: SEC FILE NUMBER: 001-03880 FILM NUMBER: 780642 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 1: 10 LAFAYETTE SQ STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 U5S/A 1 u5sa-nov_2000.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Amendment No. 1 FORM U5S/A ANNUAL REPORT For the Fiscal Year Ended September 30, 1999 Filed Pursuant to the Public Utility Holding Company Act of 1935 by National Fuel Gas Company 10 Lafayette Square, Buffalo, NY 14203 EXHIBITS A. *(1) Annual Report on Form 10-K for fiscal year ended September 30, 1999 filed December 21, 1999 (File No. 1-3880). (2) National Fuel Gas Company 1999 Annual Report to Shareholders (paper copy submitted under cover of Form SE). *(3) National Fuel Gas Company Proxy Statement, dated and filed January 14, 2000 (File No. 1-03880). B. Articles of Incorporation, By-Laws and Partnership Agreements. (1) National Fuel Gas Company *i RestatedCertificate of Incorporation of National Fuel Gas Company, dated September 21, 1998 (Exhibit 3.1, Form 10-K for fiscal year ended September 30, 1998 in File No. 1-3880). *ii National Fuel Gas Company By-Laws as amended on September 16, 1999 (Exhibit 3.1, Form 10-K for the fiscal year ended September 30, 1999 in File No. 1-3880). (2) National Fuel Gas Distribution Corporation i By-Laws, as amended March 11, 1998. Designated as Exhibit EX-99-1 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 (Exhibit (3)v, designated as Exhibit EX-99-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1994). (4) Leidy Hub, Inc. (Formerly Enerop Corporation) *i By-Laws (Exhibit A-15, File No. 70-7478). ii Restated Certificate of Incorporation of Enerop Corporation dated October 15, 1993. Designated as Exhibit Ex-99-2 for EDGAR purposes. *iii Action by Board of Directors to amend the By-Laws dated October 10, 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 (Exhibit (4)iv, designated as Exhibit EX-99-1 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1994). *v Ellisburg-Leidy Northeast Hub Company Admission Agreement dated June 12, 1995 (Exhibit (4)v, designated as Exhibit EX-99-1 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1995). * Incorporated herein by reference as indicated. EXHIBITS (Continued) *vi Letter Agreement between Leidy Hub, Inc. and Hub Services, Inc. dated June 12, 1995 (Exhibit (4)vi, designated as Exhibit EX-99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1995). *vii Consent and waiver by Leidy Hub, Inc. dated June 12, 1995 (Exhibit (4)vii, designated as Exhibit EX-99-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1995). (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 (Exhibit (5)vi, designated as Exhibit EX-99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1994). vii Articles of Merger and Plan of Merger of HarCor Energy, Inc. with and into Seneca Resources Corporation, filed August 31, 1999. Designated as Exhibit EX-99-3 for EDGAR purposes. * Incorporated herein by reference as indicated. EXHIBITS (Continued) viii Certificate of Ownership and Merger merging HarCor Energy, Inc. into Seneca Resources Corporation filed August 31, 1999. Designated as Exhibit EX-99-4 for EDGAR purposes. *(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). iii Articles of Merger and Plan of Merger of Utility Constructors, Inc. into Highland Land & Minerals, Inc. filed October 1, 1999. Designated as Exhibit EX-99-5 for EDGAR purposes. (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). * Incorporated herein by reference as indicated. EXHIBITS (Continued) *ii By-Laws (Exhibit (12)ii, Form U5S for fiscal year ended September 30, 1987). Note: Merged into Highland Land & Minerals, Inc. See 9(iii) above. (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). (13) NFR Power, Inc. i Certificate of Incorporation, dated December 13, 1995. Designated as Exhibit EX-3-1 for EDGAR purposes. ii By-Laws. Designated as Exhibit EX-3-2 for EDGAR purposes. (14) Horizon Energy Development, Inc. *i Certificate of Incorporation (Exhibit (13)i, designated as Exhibit EX-3(a) for EDGAR purposes, Form U5S for fiscal year ended September 30, 1995). *ii By-Laws (Exhibit (13)ii, designated as Exhibit EX-3(b) for EDGAR purposes, Form U5S for fiscal year ended September 30, 1995). * Incorporated herein by reference as indicated EXHIBITS (Continued) (15) Horizon Energy Holdings, Inc. *i Certificate of Incorporation dated April 1, 1998. (Exhibit (14)i designated as Exhibit EX99-1 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). *ii By-Laws.(Exhibit (14)ii, designated as Exhibit EX99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (16) Horizon Energy Development B.V. (formerly Beheeren-Beleggingmaatschappij Bruwabel B.V. *i Articles of Incorporation (Exhibit (14), designated as exhibit EX-99-2 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1996). (17) Horizon Energy Development, s.r.o. (formerly Power International, s.r.o.) *i Founding Notarial Deed, dated May 8, 1991 (Exhibit (15)i, designated as Exhibit EX-99-9 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). *ii Notarial Deed, dated December 2, 1993 (Exhibit (15)ii, designated as Exhibit EX-99-10 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). *iii Notarial Deed, dated June 28, 1996 (Exhibit (15)iii, designated as Exhibit EX-99-11 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). *iv Notarial Deed, dated November 27, 1996 (Exhibit (15)iv, designated as Exhibit EX-99-12 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). * Incorporated herein by reference as indicated EXHIBITS (Continued) (18) Power Development, s.r.o. *i Founding Notarial Deed, dated May 4, 1994 (Exhibit (16)i, designated as Exhibit EX-99-13 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). *ii Notarial Deed, dated June 28, 1996 (Exhibit (16)ii, designated as Exhibit EX-99-14 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). *iii Notarial Deed, dated November 27, 1996 (Exhibit (16)iii, designated as Exhibit EX-99-15 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). (19) Teplarna Kromeriz a.s. *i Statutes, dated June 1996 (Exhibit (17), designated as Exhibit EX-99-16 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1996). (20) Severoceske Teplarny, a.s. *i Articles of Association, dated April 24, 1997 (Exhibit (20)i, designated as Exhibit EX99-11 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). (21) Teplarna Liberec, a.s. *i Founding Contract, dated November 11, 1994 (Exhibit (21)i, designated as Exhibit EX99-12 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). *ii Notarial Record, dated November 11, 1994 (Exhibit (21)ii, designated as Exhibit EX99-13 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). * Incorporated herein by reference as indicated EXHIBITS (Continued) *iii Articles of the Association, dated June 12, 1997 (Exhibit (21)iii, designated as Exhibit EX99-14 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). (22) Energoservis Liberec, s.r.o. *i Articles of Incorporation of Limited Liability Company Foundation, dated August 14, 1995 (Exhibit (22)i, designated as Exhibit EX99-15 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). *ii Notarial Record, dated January 22, 1996 (Exhibit (22)ii, designated as Exhibit EX99-16 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). Note: Energoservis Liberec, s.r.o. was sold by Severoceske Teplarny, a.s. during the fiscal year ended September 30, 1999. (23) Zateca teplarenska, a.s. *i Foundation Charter, dated December 4, 1995 (Exhibit (23)i, designated as Exhibit EX99-17 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). *ii Articles of Association, dated December 4, 1995 (Exhibit (23)ii, designated as Exhibit EX99-18 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). (24) SCT Softmaker, s.r.o. *i Notarial Record, dated September 24, 1996 (Exhibit (24)i, designated as Exhibit EX99-19 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). * Incorporated herein by reference as indicated EXHIBITS (Continued) (25) Zkusebna mericu tepla a vodomeru Litomerice, s.r.o. *i Founders Deed, dated January 22, 1996 (Exhibit (25)i, designated as Exhibit EX99-20 for EDGAR purposes, Form U5S/A for fiscal year ended September 30, 1997). Note: Zkusebna mericu tepla a vodomeru Litomerice, s.r.o. was sold by Severoceske Teplarny, a.s. during the fiscal year ended September 30, 1999. (26) AMES MOST, s.r.o. *i Founders Deed, dated October 10, 1997. (Exhibit (27)i, designated as Exhibit 99-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). Note: AMES MOST, s.r.o. was sold by Severoceske Teplarny, a.s. during the fiscal year ended September 30, 1999. (27) Teplo Branany, s.r.o. *i Partnership Agreement, dated November 18, 1997. (Exhibit (28)i, designated as Exhibit 99-4 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (28) Jablonecka teplarenska a realitni, a.s. *i Articles of Association. (Exhibit (29)i, designated as Exhibit EX99-5 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (29) Lounske tepelne hospodarstvi, s.r.o. i Notarial Records, dated November 12, 1998, January 6, 1999 and December 2, 1999. Designated as Exhibit EX-99-6 for EDGAR purposes. * Incorporated herein by reference as indicated EXHIBITS (Continued) (30) Prvni severozapadni teplarenska, a.s. *i Notarial Record, dated April 28, 1992. (Exhibit (30)i, designated as Exhibit EX99-6 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). *ii Articles of Association, dated April 28, 1992. (Exhibit (30)ii, designated as Exhibit EX99-7 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (31) ENOP, s.r.o. *i Founders Deed, dated December 19, 1995. (Exhibit (31)i, designated as Exhibit EX99-8 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (32) Upstate Energy Inc. (formerly known as Niagara Energy Trading Inc.) *i Restated Certificate of Incorporation of Niagara Energy Trading Inc., dated May 19, 1998. (Exhibit (32)i, designated as Exhibit EX99-9 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). ii By-Laws as amended August 24, 1999. Designated as Exhibit EX-99-7 for EDGAR purposes. (33) Roystone Gas Processing Plant Partnership i Facility Construction, Ownership and Operating Agreement, dated November 1, 1994. Designated as Exhibit EX-99-8 for EDGAR purposes. ii Ratification and Joinder of Roystone Gas Processing Plant Facility Construction, Ownership and Operating Agreement and Related Agreements, dated September 30, 1999. Designated as Exhibit EX-99-9 for EDGAR purposes. * Incorporated herein by reference as indicated. EXHIBITS (Continued) (34) Niagara Independence Marketing Company *i Certificate of Incorporation dated September 17, 1997 (Exhibit (27)i, designated as exhibit EX99-3 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997). *ii By-Laws amended March 11, 1998. (Exhibit (33)ii, designated at Exhibit EX99-11 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). *iii Marketing Partnership Agreement among Coastal Gas Marketing DirectLink Corp., MGS Marketing Corp., Niagara Independence Marketing Company and Williams Independence Marketing Company (Exhibit (27)iii, designated as Exhibit EX-99-5 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997). (35) Seneca Independence Pipeline Company *i Certificate of Incorporation of Empire Oklahoma, Inc. dated April 16, 1996 (Exhibit (28)i, designated as Exhibit EX-99-6 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997). *ii Certificate of Amendment of Certificate of Incorporation of Empire Oklahoma, Inc. dated July 24, 1997 (Exhibit (28)ii, designated as exhibit EX-99-7 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997). iii By-Laws amended September 20, 1999. Designated as Exhibit EX-99-10 for EDGAR purposes. (36) HarCor Energy, Inc. *i Amended and Restated Certificate of Incorporation, dated September 1, 1998. (Exhibit (35)i, designated as Exhibit EX99-13 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). * Incorporated herein by reference as indicated EXHIBITS (Continued) *ii By-Laws,as amended. (Exhibit (35)ii, designated as Exhibit EX99-14 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). Note: Merged into Seneca Resources Corporation. See 5(vii) and 5(viii) above. 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) in File No. 2-51796). * Third Supplemental Indenture dated as of December 1, 1982, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No. 33-49401). * 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). * Incorporated herein by reference as indicated EXHIBITS (Continued) * 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 in File No. 1-3880). * Fifteenth Supplemental Indenture dated as of September 1, 1996 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, 1996 in File No. 1-3880). * Indenture dated as of October 1, 1999 between the Company and the Bank of New York (Exhibit 4.1, Form 10-K for the fiscal year ended September 30, 1999 in File No. 1-3880). * Officers certificate establishing Medium-Term Notes dated October 14, 1999 (Exhibit 4.2, Form 10-K for the fiscal year ended September 30, 1999 in File No. 1-3880). * Amended and Restated Rights Agreement dated as of April 30, 1999 between National Fuel Gas Company and HSBC Bank USA (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 1999 in File No. 1-3880). D. Tax Allocation Agreement pursuant to Rule 45(c). Designated as Exhibit EX-99-11 for EDGAR purposes. E. *(1) Employee Relocation Manual filed pursuant to Rule 48(b) (Exhibit E(1), designated as Exhibit EX-99-9 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1997). *(2) National Fuel Employee Computer Purchase Program filed pursuant to Rule 48(b). (Exhibit E(2), designated as Exhibit EX99-15 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (3) Independence Pipeline Company Unaudited Financial Statements for the quarter and year-to-date period ended December 31, 1998 and the quarter and year-to-date period ended September 30, 1999 filed pursuant to Rule 16. This document is subject to a request for confidential treatment under Rule 104(b) of the Public Utility Holding Company Act of 1935. * Incorporated herein by reference as indicated EXHIBITS (Continued) F. Schedules of Supporting Items of this Report - None. G. Financial Data Schedules. (Designated as Exhibit EX-27 for EDGAR purposes.) H. *(1) Organization chart showing relationship to Teplarna Kromeriz, a.s., a foreign utility company (Exhibit H(1), designated as Exhibit EX99-16 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (2) Organization chart showing relationship to Severoceske teplarny, a.s. and Teplarna Liberec, a.s., both of which are foreign utility companies. Designated as Exhibit EX-99-12 for EDGAR purposes. *(3) Organization chart showing relationship to Prvni severozapadni teplarenska, a.s., a foreign utility company (Exhibit H(3), designated as Exhibit EX99-18 for EDGAR purposes, Form U5S for fiscal year ended September 30, 1998). (4) Organization chart showing relationship to NFR Power, Inc., an exempt wholesale generator. Designated as Exhibit EX-99-13 for EDGAR purposes. I. (1) SCT Audited Financial Statements for the Calendar Year Ended December 31, 1998. Designated as Exhibit EX-99-14 for EDGAR purposes. (2) TL Audited Financial Statements for the Calendar Year Ended December 31, 1998. Designated as Exhibit EX-99-15 for EDGAR purposes. (3) PSZT Audited Financial Statements for the Calendar Year Ended December 31, 1998. Designated as Exhibit EX-99-16 for EDGAR purposes. (4) Kromeriz Audited Financial Statements for the Calendar Year Ended December 31, 1998. Designated as Exhibit EX-99-17 for EDGAR purposes. (5) NFR Power, Inc. Audited Financial Statements for the Fiscal Year Ended September 30, 1999. Designated as Exhibit EX-99-18 for EDGAR purposes. * 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: November 29, 2000 EXHIBIT INDEX EX99-18 NFR Power, Inc. Financial Statements for the Year Ended September 30, 1999. EX-99 2 0002.txt FINANCIAL STATEMENTS NFR POWER, INC. FINANCIAL STATEMENTS SEPTEMBER 30, 1999 NFR POWER, INC. --------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- Page Number ------ Report of Independent Accountants 1 Financial Statements: NFR Power, Inc. Balance Sheet at September 30, 1999 2 NFR Power, Inc. Statement of Operations for the Year Ended September 30, 1999 3 NFR Power, Inc. Statement of Stockholder's Deficit at September 30, 1999 4 NFR Power, Inc. Statement of Cash Flows for the Year Ended September 30, 1999 5 Notes to Financial Statements 6 - 8 Report of Independent Accountants To the Board of Directors and Stockholder of NFR Power, Inc. In our opinion, the accompanying balance sheet and the related statement of operations, stockholder's deficit, and cash flows present fairly, in all material respects, the financial position of NFR Power Inc. (the "Company") at September 30, 1999, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. 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 audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States, 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 audit provides a reasonable basis for the opinion expressed above. /s/PricewaterhouseCoopers LLP April 17, 2000 NFR Power, Inc. Balance Sheet September 30, 1999 ----------------- Assets Current Assets: Cash $ 14,550 Accounts Receivable 56,319 Taxes Receivable from the Parent 43,760 Prepayments 53,984 ----------------- 168,613 ----------------- Property, Plant and Equipment: Building 100,000 Industrial and Office Equipment 59,681 ----------------- 159,681 Less: Accumulated Depreciation (6,761) ----------------- 152,920 ----------------- Total Assets $ 321,533 ================= Liabilities and Stockholder's Deficit Liabilities Current Liabilities: Notes Payable - Intercompany $ 324,008 Accounts Payable - Intercompany 51,555 Accounts Payable 7,239 ----------------- 382,802 ----------------- Stockholder's Deficit: Common Stock, $1 par value; authorized 20,000 shares; 500 shares issued and outstanding 500 Paid in Capital 19,500 Accumulated Deficit (81,269) ----------------- (61,269) ----------------- Total Capitalization and Liabilities $ 321,533 ================= See Notes to Financial Statements NFR Power, Inc. Statement of Operations For the Year Ended September 30, 1999 -------------------------------- Operating Revenues $ 41,156 -------------------------------- Operating Expenses: Utilities 55,305 Property, Franchise and Other Taxes 54,763 Contractors 24,000 Repairs and Maintenance 17,914 Depreciation 6,761 Other 5,381 -------------------------------- 164,124 -------------------------------- Operating Loss (122,968) -------------------------------- Interest Expense: Intercompany Interest Expense 2,061 -------------------------------- Income Taxes: Current (43,760) -------------------------------- Net Loss $ (81,269) ================================ See Notes to Financial Statements NFR Power, Inc. Statement of Stockholder's Deficit
Total Common Paid-in Deficit Stockholder's Stock Capital Accumulated Deficit ------------ ------------ ---------------------- ------------------ Balance at October 1, 1998 $ - $ - $ - $ - Common Stock Issued 500 19,500 - 20,000 Net Loss - - (81,269) (81,269) ------------ ------------ ---------------------- ------------------ Balance at September 30, 1999 $ 500 $ 19,500 $ (81,269) $ (61,269) ============ ============ ====================== ==================
See Notes to Financial Statements NFR Power, Inc. Statement of Cash Flows For the Year Ended September 30, 1999 ------------------- Operating Activities Net Loss $ (81,269) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 6,761 Change in: Accounts Receivable (56,319) Taxes Receivable from the Parent (43,760) Prepayments (53,984) Accounts Payable - Intercompany 51,555 Accounts Payable 7,239 ------------------- Net Cash Used in Operating Activities (169,777) ------------------- Investing Activities Capital Expenditures (159,681) ------------------- Net Cash Used in Investing Activities (159,681) ------------------- Financing Activities Change in Notes Payable - Intercompany 324,008 Proceeds from Common Stock Issuance 20,000 ------------------- Net Cash Provided by Financing Activities 344,008 ------------------- Net Increase in Cash 14,550 Cash at October 1, 1998 - ------------------- Cash at September 30, 1999 $ 14,550 =================== See Notes to Financial Statements NFR Power, Inc. Notes to Financial Statements Note 1: Description of Business NFR Power, Inc. (Power), a New York corporation, is a wholly owned subsidiary of National Fuel Gas Company (NFG). Power purchased a shell co-generation plant on June 29, 1999 through the use of an intercompany demand note payable to National Fuel Resources, Inc. (NFR) (see Note 3: Notes Payable - Intercompany), another wholly owned subsidiary of NFG. In March 2000, Power purchased a 50% partnership interest in a company that generates electricity from the methane gas created in a landfill (see further discussion in Note 4: Subsequent Event). Power is designated as an "exempt wholesale generator" under the Public Utility Holding Company Act of 1935. Power is currently in the process of installing new generation equipment which will produce 40 to 50 megawatts of electricity upon completion. Power anticipates electric generation will begin in the latter part of fiscal 2001 or during fiscal 2002. Note 2: Summary of Significant Accounting Policies Property, Plant and Equipment At September 30, 1999, property, plant and equipment consisted primarily of a building and miscellaneous equipment. The building is a former co-generation plant which is in the process of being redesigned for electric generation. All property, plant and equipment has been recorded at fair value as of the date of the acquisition. Depreciation is computed using the Modified Accelerated Cost Recovery System over the following estimated useful lives: Years ----- Building 39 Office and Industrial Equipment 7 - 15 Operating Revenues and Utility Expenses The former co-generation plant has boilers which generate steam for a manufacturer adjacent to the plant. As an interim solution until the power plant is made operational, the manufacturer owns the boilers while Power operates the boilers for the manufacturer. The manufacturer reimburses Power for its utility costs plus a 10% service charge. Power records the 10% service charge and the reimbursement of utility costs as operating revenues. NFR Power, Inc. Notes to Financial Statements (Continued) Income Taxes NFG and its domestic subsidiaries, which includes Power, file a consolidated federal income tax return. The Company determines its federal income tax liability in accordance with the intercompany tax allocation agreement between NFG and its subsidiaries. Pursuant to this agreement, tax benefits relating to net operating losses are recognized as amounts are receivable from NFG upon utilization of such losses in the consolidated federal income tax return. Statement of Cash Flows For purposes of the Statement of Cash Flows, Power considers all highly liquid debt instruments purchased with a maturity of generally three months or less to be cash equivalents. Power did not pay any income taxes or interest during the year ended September 30, 1999. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note 3: Notes Payable - Intercompany Notes Payable - Intercompany consisted of the following at September 30, 1999: Demand Note Payable to NFR $125,931 Line of Credit with NFR 198,077 -------- $324,008 -------- The Demand Note and amounts drawn from the Line of Credit are variable rate debt. The interest rate on both was approximately 5.5% at September 30, 1999. The Line of Credit is for a maximum amount of $1.0 million. Note 4: Subsequent Event (Unaudited) In March 2000, Power purchased a 50% interest in Seneca Energy II, LLC (Seneca Energy) for $2.6 million. Seneca Energy is in the business of generating and selling electricity to a public utility. Seneca Energy generates the electricity by using methane NFR Power, Inc. Notes to Financial Statements (Continued) gas obtained from a landfill in Seneca Falls, New York, which is owned by an outside party. To finance this investment, Power received a $5.0 million capital contribution from NFG in February 2000. This capital contribution was recorded as an addition to Paid in Capital on Power's balance sheet. The excess proceeds, after making the investment, were used to repay the amounts borrowed from NFR under the Demand Note and Line of Credit discussed above in Note 3: Notes Payable - Intercompany. Upon repayment, the Line of Credit with NFR was cancelled and a new Line of Credit of up to $5.0 million was established with NFG. -----END PRIVACY-ENHANCED MESSAGE-----