-----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, MugkHWUJnmIFi6d8LekQ6kySuCuMdCvDzzmix4OrQy0pjRSeCToEaM+dSr+3jMOn 1OtTaG3D8lwB7wnO85TW3Q== 0000070145-02-000015.txt : 20020414 0000070145-02-000015.hdr.sgml : 20020414 ACCESSION NUMBER: 0000070145-02-000015 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020214 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-09525 FILM NUMBER: 02546624 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 35-CERT 1 seventh.htm 7TH CERTIFICATE PURSUANT TO RULE 24 seventh-9525

               UNITED STATES OF AMERICA
                                  Before the
SECURITIES AND EXCHANGE COMMISSION

         In the Matter of

NATIONAL FUEL GAS COMPANY                                     SEVENTH
NATIONAL FUEL GAS SUPPLY CORPORATION                          CERTIFICATE
NATIONAL FUEL RESOURCES, INC.                                 PURSUANT TO
SENECA RESOURCES CORPORATION                                  RULE 24
UPSTATE ENERGY INC.

File No. 70-9525
(Public Utility Holding Company Act of 1935)

         THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed by National Fuel Gas Company (“National”), and its subsidiary, Seneca Resources Corporation (“Seneca”), in the Application-Declaration on Form U-1, as amended (“Application-Declaration”), in SEC File No. 70-9525, have been carried out in accordance with the terms and conditions of, and for the purposes as represented by, said Application-Declaration, and the Order of the Securities and Exchange Commission (HCAR No. 35-27114 dated December 16, 1999) with respect thereto, as amended.

I.   Name and Purpose of Foreign Energy Affiliates
     Formed Or In Which Interests Were Acquired:

         During the quarter ended December 31, 2001 (“Quarter”), no new “Foreign Energy Affiliates” were acquired. National’s Foreign Energy Affiliates are National Fuel Exploration Corp., a wholly-owned subsidiary of Seneca (“Exploration”), and Player Resources Ltd., a wholly-owned subsidiary of Exploration (“Player”). Player, as it exists today, was formed on September 30, 2001 from an “amalgamation” under the laws of Alberta, Canada. The “amalgamating corporations” were Player, Player Petroleum Corporation and three other corporations held directly or indirectly by Player Petroleum Corporation. Exploration, as it exists today, was formed on October 1, 2001 from an “amalgamation” of Exploration and NFEx Acquisition Corp. under the laws of Alberta, Canada. Exploration’s financial statements represent a consolidation of the financial statements of all the Foreign Energy Affiliates.

II.   Foreign Energy Affiliate Financial Statements:

         The following exhibits are attached to and made a part of this Certificate:

                 Exhibit A - Income Statement of Exploration for the quarter ended
                                   December 31, 2001

                 Exhibit B - Balance Sheet of Exploration as of December 31, 2001

III.   Description of Specific Activities:

         During the Quarter, Exploration and Player continued to operate their oil and gas exploration and production businesses in Canada.

IV.   Percentage of Revenues Attributable to the Sale of Energy Commodities in Canada:

         During the Quarter, Exploration’s Canadian oil sales represented approximately 40.38% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of oil.

         During the Quarter, Exploration’s Canadian natural gas sales represented approximately 10.79% of the total revenues generated by Seneca (on a consolidated basis, net of hedging) from the sale of natural gas.

         IN WITNESS WHEREOF, the undersigned companies have caused this Certificate to be executed as of this 14th day of February, 2002.

                                       NATIONAL FUEL GAS COMPANY



                                       By:  /s/ P. C. Ackerman
                                          -------------------------------------
                                          P. C. Ackerman,
                                          Chairman, President & CEO


                                       SENECA RESOURCES CORPORATION



                                       By:  /a/ J. A. Beck
                                          -------------------------------------
                                          J. A. Beck,
                                          President
EX-99 3 seventh-a.htm INCOME STATEMENT income statement - 9525

EXHIBIT A

NATIONAL FUEL EXPLORATION CORP.
INCOME STATEMENT
PERIOD ENDING DECEMBER 31, 2001
(Unaudited)

Operating Revenue:
  Gas Sales                                              $         0
  Other Operating Revenue                                 17,876,908
                                                         -----------
Operating Revenue                                        $17,876,908
                                                         -----------
Operating Expenses:
  Purchased Gas Sold                                     $         0
  Fuel For Generation                                              0
  Operation Expenses                                       7,728,628
  Intercompany Operating Expense                                   0
  Maintenance Expenses                                             0
  Property, Franchise & Other Taxes                        1,088,461
  Depreciation, Depletion & Amortization                   4,753,234
  Impairment of O&G                                                0
  Federal Income Taxes                                       184,745
  State Income Taxes                                               0
  Deferred Inc Tax-Net                                     1,045,700
  Invest Tax Cr Adjust                                             0
                                                         -----------
Operating Expenses                                       $14,800,768
                                                         -----------
Operating Income / (Loss)                                $ 3,076,141
                                                         -----------

Other Income:
  Unremitted earnings of Subsidiaries                    $         0
  Dividends from Subsidiaries                                      0
  Intercompany Interest Income                                     0
  Miscellaneous Income                                             0
  Investment Tax Credit                                            0
  Other Interest Income                                       81,532
  AFUDC                                                            0
  Appliance & Jobbing                                              0
                                                         -----------
  Other Income/ (Loss)                                   $    81,532
                                                         -----------

Income Before Interest Charges                           $ 3,157,672
                                                         -----------

Interest Charges:
  Interest Charges on L/T Debt                           $         0
  Intercompany Interest Expense                            2,245,261
  Other Interest Expenses                                    171,947
  ABFUDC                                                           0
                                                         -----------
  Interest Charges                                       $ 2,417,208
                                                         -----------

Minority Interest in Foreign Subs                        $         0

Income Before Cumulative Effect                              740,465
                                                         -----------

Net Income / (Loss)                                      $   740,465
                                                         ===========
See Notes to Consolidated Financial Statements included in Item 8 of National Fuel Gas
Company's Form 10-K for the fiscal year ended September 30, 2001 and in Item 1
of Part I of National Fuel Gas Company's Form 10-Q for the quarter ended December 31, 2001. EX-99 4 seventh-b.htm BALANCE SHEET balance sheet- 9525

EXHIBIT B

NATIONAL FUEL EXPLORATION CORP.
BALANCE SHEET
AT DECEMBER 31, 2001
(Unaudited)

Assets
Property Plant & Equipment
   Gas Utilities                                             $          -
   Non-Utilities                                              477,468,097
   Total Accumulated D, D & A                                (221,008,846)
                                                             ------------
Net Property, Plant & Equipment                              $256,459,251
                                                             ------------

Current Assets:
   Cash                                                      $     12,964
   Temporary Cash Investments                                      52,466
   Notes Receivables - Intercompany                                     -
   Accts Receivable - Intercompany                                      -
   Notes Receivable                                                     -
   Accts Receivable - Customer                                          -
   Reserve for Doubtful Acct                                       (3,133)
   Other Accounts Receivable                                    7,966,422
   Unbilled Utility Revenue                                             -
   Gas Stored Underground                                               -
   Impairment of O&G                                                    -
   Materials/Supplies - Average Cost                            2,757,670
   Dividends Receivable - Intercompany                                  -
   Unrecovered Purch Gas Cost                                           -
   Prepayments                                                    428,490
                                                             ------------
Current Assets                                               $ 11,214,879
                                                             ------------

Other Assets:
   Stock of Subsidiaries - Intercompany                      $          -
   Notes of Subsidiaries - Intercompany                                 -
   Investments in Associated Companies                                  -
   Recoverable Future Taxes                                             -
   Unamortized Debt Expense                                             -
   Other Regulatory Assets                                              -
   Fair Market Value of Deriv. Fin Instr.                      13,358,259
   Deferred Charges                                               125,672
   Long Term Notes Receivable                                           -
   Other Assets                                                         -
                                                             ------------
Other Assets                                                 $ 13,483,931
                                                             ------------

Total Assets                                                 $281,158,062
                                                             ============

Capitalization & Liability

Capitalization:
   Common Stock $1 Par Value                                 $          -
   Capital Stock of Subsidiaries                                        -
  Paid in Capital                                              78,444,748
   Earnings Reinvested in Business                            (90,641,286)
   Cumulative Translation Adjustment                          (21,322,919)
   Unrealized Gain/Loss                                         6,048,077
                                                             ------------
Total Common Stock Equity                                    $(27,471,380)
                                                             ------------

   Long-Term Debt Net of Current Portion                     $          -
   Notes Payable - Intercompany - Long Term                   253,005,373
                                                             ------------
Total Capitalization                                         $225,533,993
                                                             ------------
Minority Interest in Foreign Subs                                       -

Liabilities:
   Notes Payable - Intercompany                              $          -
   Notes Payable - Bank & Commercial Paper                     16,433,458
   Current Portion - Long Term Debt                                     -
   ACCT_PAY Accounts Payable - Other                           14,614,869
   Amounts Payable to Customers                                         -
   Estimated Revenue Refunds                                            -
   Customer Deposits                                                    -
   Federal Income Tax                                            (294,895)
   Other Taxes                                                          -
   Dividends Payable                                                    -
   Other Accruals                                                       -
   Accr Pension Contribution                                            -
   Reserves for Gas Replacement                                         -
   Accounts Payable - Intercompany                             18,641,947
   Dividends Payable -  Intercompany                                    -
                                                             ------------
Total Current Liabilities                                    $ 49,395,379
                                                             ------------

Deferred Credits:
   Accumulated Deferred Income Tax                           $  6,197,695
   Taxes Refundable to Customer                                         -
   Unamortized Investment Tax Credit                                    -
   Fair Market Value of Deriv Fin Instr                                 -
   Other Deferred Credit                                           30,995
                                                             ------------
Total Deferred Credits                                       $  6,228,690
                                                             ------------
Total Capitalization & Liabilities                           $281,158,062
                                                             ============
See Notes to Consolidated Financial Statements included in Item 8 of National Fuel Gas
Company's Form 10-K for the fiscal year ended September 30, 2001 and in Item 1
of Part I of National Fuel Gas Company's Form 10-Q for the quarter ended December -----END PRIVACY-ENHANCED MESSAGE-----