35-CERT 1 rule24cert_2q04.htm OMNIBUS FINANCING CERTIFICATE 2Q04 Omnibus Rule 24 Cert, 2q04

      UNITED STATES OF AMERICA
                   Before the
SECURITIES AND EXCHANGE COMMISSION

         In the Matter of

NATIONAL FUEL GAS COMPANY
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NATIONAL FUEL GAS SUPPLY CORPORATION
HORIZON ENERGY DEVELOPMENT, INC.
         AND ITS SUBSIDIARIES
HIGHLAND FOREST RESOURCES, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
SENECA INDEPENDENCE PIPELINE
      COMPANY (dissolved 2/24/04)
SENECA RESOURCES CORPORATION
     AND ITS SUBSIDIARIES
HORIZON LFG, INC. (FORMERLY UPSTATE ENERGY INC.)
NIAGARA INDEPENDENCE MARKETING
      COMPANY (dissolved 3/15/04)
NATIONAL FUEL RESOURCES, INC.
HORIZON POWER, INC.

File No. 70-10074
(Public Utility Holding Company Act of 1935) 		FIFTH
CERTIFICATE
PURSUANT TO
RULE 24

        THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed by National Fuel Gas Company ("National") and its subsidiaries, National Fuel Gas Distribution Corporation ("Distribution Corporation"), National Fuel Gas Supply Corporation ("Supply Corporation"), Horizon Energy Development, Inc. ("Horizon Energy") and its subsidiaries, Highland Forest Resources, Inc. ("Highland"), Leidy Hub, Inc. ("Leidy"), Data-Track Account Services, Inc. ("Data-Track"), Seneca Independence Pipeline Company ("SIP"), Seneca Resources Corporation ("Seneca") and its subsidiaries, Horizon LFG, Inc. (formerly Upstate Energy Inc.) ("Horizon LFG"), Niagara Independence Marketing Company ("NIM"), National Fuel Resources, Inc. ("NFR") and Horizon Power, Inc. ("Power") (collectively, the "Subsidiaries"), in their Application-Declaration on Form U-1, as amended ("Application-Declaration"), in SEC File No. 70-10074, 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 ("Commission") (HCAR No. 35-27600, dated November 12, 2002) with respect thereto.

1. EXTERNAL FINANCING BY NATIONAL

  a. Common Stock

        During the quarter ended March 31, 2004 (the "Quarter"), National issued the following shares of common stock through the following plans:

Name Of Plan     Number of Newly
   Issued Shares 		Number of Shares Purchased
    in Open Market
Direct Stock Purchase and Dividend
Reinvestment Plan 		96,387 -0-
Tax Deferred Savings
Plans (401(k)) 		71,775 53,100
Employee Stock Ownership Plan -0- 9,814
1997 Award & Option Plan 38,018 -0-
1993 Award & Option Plan 163,202 -0-
1984 Stock Plan -0- -0-
1983 Incentive Stock Option Plan -0- -0-
Retainer Policy for
Outside Directors 		2,130 -0-
Total 371,512 62,914

Aggregate gross consideration received upon issuance of shares: $7,771,685.

        Other than as set forth above, National did not issue or sell any common stock during the Quarter. National did not issue any common stock as consideration in connection with any acquisition during the Quarter.

        During the Quarter, the Compensation Committee of the Board of Directors of National did not award any stock appreciation rights, stock options, restricted stock, performance units, performance shares or other common stock-based awards.

  b. Preferred Securities

        National has no preferred securities outstanding.

  c. Long-term Debt

        National did not issue any long-term debt during the Quarter.

        During the Quarter, National redeemed, at maturity, a $125,000,000 7.75% debenture that was originally issued in 1992. In addition, National redeemed $32,000 of 6.50% notes prior to their 2022 maturity, in accordance with the “death put” provisions in those notes.

  d. Stock Purchase Contracts and Stock Purchase Units

        National did not issue any stock purchase contracts or stock purchase units during the Quarter.

  e. Short-term Debt

          (1) Short-term Notes

          National issued short-term notes (in all cases having maturities of no more than 270 days) to banks or other financial institutions during the Quarter. The maximum amount of such notes outstanding at any time during the Quarter was $141,300,000.

          (2) Commercial Paper

          National sold commercial paper during the Quarter through Merrill Lynch Money Markets, Inc., J.P. Morgan Securities Inc. and/or Goldman, Sachs & Co. The maximum amount of commercial paper outstanding at any time during the Quarter was $87,600,000.

          (3) Total Short-term Debt
          The maximum aggregate amount of short-term debt securities of National outstanding at any time during the Quarter was $221,300,000.

2. FINANCING SUBSIDIARIES AND SPECIAL PURPOSE SUBSIDIARIES

        National did not organize any new Financing Subsidiaries or Special Purpose Subsidiaries during the Quarter. National’s Financing Subsidiaries and Special Purpose Subsidiaries are as follows:

  Seneca Player Corp. 3062782 Nova Scotia Co. 3062783 Nova Scotia Co.
Balance sheet account
where investment and
cost booked 		fully consolidated
into National 		fully consolidated
into National 		fully consolidated into
National
Form of organization corporation unlimited liability
company 		unlimited liability
company
Percentage owned by
National or a
Nonutility Subsidiary 		100% 100% 100%
Identification of other
owners if not 100% owned 		N/A N/A N/A
Purpose of investment
in subsidiary 		increase tax
efficiencies 		increase tax
efficiencies 		increase tax efficiencies
Securities authorized
to be issued 		1,000 shares of
common stock 		1,000,000 shares, in
such classes, and
with such rights and
conditions, as
directors may
determine 		1,000,000 shares, in such
classes, and with such
rights and conditions, as
directors may determine

Information regarding National’s investments in these subsidiaries is filed confidentially pursuant to Rule 104(b).

3. FINANCING BY SUBSIDIARIES

        Distribution Corporation issued short-term debt securities through the system money pool (“Money Pool”) as set forth below under Section 4. The Nonutility Subsidiaries did not engage in financing transactions other than exempt transactions.

4. MONEY POOL

        During the Quarter, National coordinated the borrowing requirements of certain Subsidiaries through the money pool. For each participant in the Money Pool, the following table lists the maximum amount of borrowings through, and the maximum amount of investments made in, the Money Pool during the Quarter:

  Maximum Borrowings
 Through Money Pool
        ($) 		Maximum Investments
  in Money Pool ($)
National n/a 48,500,000
Distribution Corporation 185,200,000 0
Supply Corporation 13,300,000 39,000,000
Horizon Energy n/a 1,300,000
Highland 21,800,000 0
Leidy 0 900,000
Data-Track 0 500,000
SIP 14,200,000 0
Seneca 0 57,700,000
Horizon LFG 49,500,000 0
NIM 0 0
NFR 0 52,600,000
Power n/a 0

        The annual interest rates applied to Money Pool borrowings and investments during the Quarter are set forth in Exhibit 1 hereto, which is incorporated herein by reference.

5. GUARANTEES

        During the Quarter, National issued two guarantees on behalf of Seneca in the following amounts: $10,000,000 and $24,000,000. In addition, National issued three guarantees on behalf of NFR in the following amounts: $8,000,000, $4,000,000 and $5,000,000.

        The maximum amount of guarantees and credit support that National had outstanding on behalf of its Subsidiaries at any time during the Quarter was $568,885,754. The guarantees and credit support relate primarily to: (i) obligations under derivative financial instruments, which are included on the consolidated balance sheet in accordance with Statement of Financial Accounting Standards No. 133; (ii) NFR obligations to purchase gas or to purchase gas transportation/storage services where the amounts due on those obligations each month are included on National’s consolidated balance sheet as a current liability; and (iii) other obligations which are reflected on National’s consolidated balance sheet. National believes that the likelihood it would be required to make payments under the guarantees is remote.

6. HEDGING TRANSACTIONS

        During the Quarter, National did not enter into any Interest Rate Hedges or Anticipatory Hedges.

7. CHANGES IN CAPITAL STRUCTURE OF MAJORITY-OWNED NONUTILITY SUBSIDIARIES

      None.

8. NONUTILITY SUBSIDIARY REORGANIZATIONS

        SIP and NIM were dissolved during the Quarter. Also during the Quarter, Seneca and Supply Corporation recorded the transfer of five wells from Seneca to Supply Corporation. Finally, the name of “Upstate Energy Inc.” was changed to “Horizon LFG, Inc.” during April 2004.

9. OTHER ITEMS

        National filed a Form U-6B-2 on March 1, 2004.

        National’s consolidated balance sheet as of March 31, 2004 is included in National’s Form 10-Q for the quarter ended March 31, 2004 and is incorporated herein by reference.

        Distribution Corporation’s balance sheet as of March 31, 2004 is set forth in Exhibit 2 hereto, which is incorporated herein by reference and filed confidentially pursuant to Rule 104(b).

SIGNATURES

        Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Certificate pursuant to Rule 24 to be signed on their behalf by the undersigned thereunto duly authorized.

NATIONAL FUEL GAS COMPANY


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

NATIONAL FUEL GAS DISTRIBUTION CORPORATION

By: /s/ D. F. Smith
     D. F. Smith
     President

NATIONAL FUEL GAS SUPPLY CORPORATION

BY: /s/ D. J. Seeley
     D. J. Seeley
     President

HORIZON ENERGY DEVELOPMENT, INC.

By: /s/ P. C. Ackerman
     P. C. Ackerman
     President

HIGHLAND FOREST RESOURCES, INC.

By: /s/ J. A. Beck
     J. A. Beck
     President

LEIDY HUB, INC.

By: /s/ W. E. DeForest
     W. E. DeForest
     President

DATA-TRACK ACCOUNT SERVICES, INC.

By: /s/ P. C. Ackerman
     P. C. Ackerman
     President

SENECA INDEPENDENCE PIPELINE COMPANY

By: /s/ J. Solomon
     J. Solomon
     Attorney

SENECA RESOURCES CORPORATION

By: /s/ J. A. Beck
     J. A. Beck
     President

HORIZON LFG, INC. (FORMERLY UPSTATE ENERGY INC.)

By: /s/ B. H. Hale
     B. H. Hale
     President

NIAGARA INDEPENDENCE MARKETING COMPANY

By: /s/ J. Solomon
     J. Solomon
     Attorney

NATIONAL FUEL RESOURCES, INC.

By: /s/ D. L. DeCarolis
     D. L. DeCarolis
     Vice President and Secretary

HORIZON POWER, INC.

By: /s/ B. H. Hale
     B. H. Hale
     President

Dated: May 28, 2004

EXHIBIT 1

Money Pool Interest Rates

        The interest rate applied to Money Pool borrowings is the same for all participants that borrow through the Money Pool. The interest rate applied to Money Pool investments is the same for all participants that invest in the Money Pool.

Date
 Interest Rate
Applied to
Borrowings
 Interest Rate
Applied to
Investments
 1/1/2004 1.21% 1.21%
 1/2/2004 1.21% 1.21%
 1/3/2004 1.21% 1.21%
 1/4/2004 1.21% 1.21%
 1/5/2004 1.19% 1.19%
 1/6/2004 1.22% 1.22%
 1/7/2004 1.22% 1.22%
 1/8/2004 1.22% 1.22%
 1/9/2004 1.18% 1.18%
1/10/2004 1.18% 1.18%
1/11/2004 1.18% 1.18%
1/12/2004 1.19% 1.19%
1/13/2004 1.14% 1.14%
1/14/2004 1.14% 1.14%
1/15/2004 1.15% 1.15%
1/16/2004 1.12% 1.12%
1/17/2004 1.12% 1.12%
1/18/2004 1.12% 1.12%
1/19/2004 1.12% 1.12%
1/20/2004 1.10% 1.10%
1/21/2004 1.12% 1.12%
1/22/2004 1.15% 1.15%
1/23/2004 1.02% 1.02%
1/24/2004 1.02% 1.02%
1/25/2004 1.02% 1.02%
1/26/2004 1.28% 1.28%
1/27/2004 1.24% 1.24%
1/28/2004 1.15% 1.15%
1/29/2004 1.16% 1.16%
1/30/2004 1.16% 1.16%
1/31/2004 1.16% 1.16%


Exhibit 1 (cont.)



Date
 Interest Rate
Applied to
Borrowings
 Interest Rate
Applied to
Investments
    2/1/2004 1.16% 1.16%
    2/2/2004 1.18% 1.18%
    2/3/2004 1.17% 1.17%
    2/4/2004 1.16% 1.16%
    2/5/2004 1.15% 1.15%
    2/6/2004 1.16% 1.16%
    2/7/2004 1.16% 1.16%
    2/8/2004 1.16% 1.16%
    2/9/2004 1.14% 1.14%
   2/10/2004 1.14% 1.14%
   2/11/2004 1.15% 1.15%
   2/12/2004 1.15% 1.15%
   2/13/2004 1.15% 1.15%
   2/14/2004 1.15% 1.15%
   2/15/2004 1.15% 1.15%
   2/16/2004 1.15% 1.15%
   2/17/2004 1.15% 1.15%
   2/18/2004 1.15% 1.15%
   2/19/2004 1.15% 1.15%
   2/20/2004 1.15% 1.15%
   2/21/2004 1.15% 1.15%
   2/22/2004 1.15% 1.15%
   2/23/2004 1.14% 1.14%
   2/24/2004 1.14% 1.14%
   2/25/2004 1.17% 1.17%
   2/26/2004 1.16% 1.16%
   2/27/2004 1.15% 1.15%
   2/28/2004 1.15% 1.15%
   2/29/2004 1.15% 1.15%




Exhibit 1 (cont.)

Date
 Interest Rate
Applied to
Borrowings
 Interest Rate
Applied to
Investments
 3/1/2004 1.15% 1.15%
 3/2/2004 1.15% 1.15%
 3/3/2004 1.14% 1.14%
 3/4/2004 1.15% 1.15%
 3/5/2004 1.13% 1.13%
 3/6/2004 1.13% 1.13%
 3/7/2004 1.13% 1.13%
 3/8/2004 1.13% 1.13%
 3/9/2004 1.13% 1.13%
3/10/2004 1.12% 1.12%
3/11/2004 1.12% 1.13%
3/12/2004 1.13% 1.13%
3/13/2004 1.13% 1.13%
3/14/2004 1.13% 1.13%
3/15/2004 1.16% 1.16%
3/16/2004 1.16% 1.16%
3/17/2004 1.18% 1.18%
3/18/2004 1.19% 1.19%
3/19/2004 1.13% 1.13%
3/20/2004 1.13% 1.13%
3/21/2004 1.13% 1.13%
3/22/2004 1.13% 1.13%
3/23/2004 1.13% 1.13%
3/24/2004 1.14% 1.14%
3/25/2004 1.21% 1.21%
3/26/2004 1.19% 1.19%
3/27/2004 1.19% 1.19%
3/28/2004 1.19% 1.19%
3/29/2004 1.19% 1.19%
3/30/2004 1.15% 1.15%
3/31/2004 1.15% 1.15%