-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SHi6YLnuTrrg3ZkFfzIVpNx9NoHbGq5rGhQbMRQF7G3wWYJZKSi0Y6NG+4fTibua 1N2A8EPX1jk6KMVIe2gXQw== 0000070145-94-000024.txt : 19940315 0000070145-94-000024.hdr.sgml : 19940315 ACCESSION NUMBER: 0000070145-94-000024 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940314 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: U-1 SEC ACT: 35 SEC FILE NUMBER: 070-08385 FILM NUMBER: 94515904 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 U-1 1 U-1 APPLICATION RE: EMPIRE/SENECA MERGER File No. 70- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U-1 APPLICATION OR DECLARATION under PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ______________________________________________________ Seneca Resources Corporation 10 Lafayette Square Buffalo, New York 14203 Empire Exploration, Inc. 14 Lafayette Square, Suite 1200 Buffalo, New York 14203 (Names of companies filing this statement and addresses of principal executive offices) ______________________________________________________ NATIONAL FUEL GAS COMPANY (Name of top registered holding company) _________________________________________________________ Ronald J. Tanski Secretary Empire Exploration, Inc. 14 Lafayette Square Buffalo, New York 14203 James R. Peterson, Esq. Senior Attorney Seneca Resources Corporation 10 Lafayette Square Buffalo, New York 14203 (Names and addresses of agents for service) [cover page] Item 1. Description of Proposed Transaction. (a) Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc. ("Empire") are both wholly-owned subsidiaries of National Fuel Gas Company ("Parent"). Parent is a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"). Neither Seneca nor Empire are "natural gas companies" under the Natural Gas Act of 1938 nor are they public utilities. Both Seneca and Empire are engaged in the business of exploration, development and production of natural gas. Empire focuses its exploration and production activities in the Appalachian region. Seneca explores for, develops and purchases oil and natural gas reserves mainly in the Gulf Coast Region of Texas and Louisiana, and in California. Seneca also realizes some income from the sale of timber from land on which it controls the timber rights. Seneca and Empire are both joining in this Application-Declaration, and are sometimes referred to herein as the "Applicants". Neither Parent nor any of its other wholly-owned subsidiaries (National Fuel Gas Distribution Corporation; National Fuel Gas Supply Corporation; Leidy Hub, Inc.; Penn-York Energy Corporation; Highland Land & Minerals, Inc.; Utility Constructors, Inc.; Data-Track Account Services, Inc. and National Fuel Resources, Inc.) have joined in this Application-Declaration. [page 1] Seneca and Empire propose to merge Empire into Seneca. On the effective date of the merger, Empire would cease to exist as a separate entity, and all of its common stock would be surrendered and cancelled. Seneca, as the surviving company, would continue to have the same name as Seneca does currently (Seneca Resources Corporation). All of Empire's facilities and other assets would move onto Seneca's books at book value as of the effective date of the merger, and all of Empire's liabilities would become liabilities of Seneca on that date. The purpose of the proposed merger is to consolidate all of the gas production operations and facilities of Parent and its subsidiaries into one corporation. This consolidation would have several benefits. First, the proposed merger would simplify the National Fuel Gas holding company system's corporate structure, as required by Section 11 of the Holding Company Act. The merger should reduce or eliminate certain administrative costs and expenses associated with operating the two entities separately, and facilitate uniform management of all gas production within the holding company system. Second, the original reasons for forming Empire as a separate corporation no longer exist. Empire was created separately in order to finance a natural gas well-drilling program by the sale of units in a limited partnership to individual investors. Empire acts as the general partner in a limited partnership which invested in joint ventures to [page 2] drill natural gas wells. That limited partnership is no longer actively engaged in drilling, and Empire currently has no intention of using this method to finance any future exploration or development operations. The Limited Partnership Agreement specifically permits the interest of Empire, as the general partner in the entity, to become the interest of Empire's successor without the consent of the limited partners in the event of a merger or consolidation such as that proposed herein. Third, the proposed merger would simplify the financial analysis of Parent by third parties, such as stockholders, analysts, potential debt and equity investors, and regulators, especially with respect to its exploration, development and production activities. Parent's Form 10-K reports display financial information by business segment, while the Form U-5S reports display financial information by individual company. The merged entity would provide investors and analysts with a more convenient way to evaluate the exploration and production operations as a whole. Neither Parent nor any subsidiary thereof has an ownership interest in an exempt wholesale generator ("EWG") or foreign utility company ("FUCO") as defined in Section 32 [page 3] and 33 of the Holding Company Act. Additionally, neither Parent nor any subsidiary thereof now or as a consequence of the transaction proposed herein is a party to, or has any right under, a service, sales or construction agreement with an EWG or FUCO. (d) The proposed transaction includes the acquisition (by merger) by Seneca of all the assets of Empire, consisting of approximately 2,200 gas wells, approximately 789,000 gross leasehold acres covering oil and gas exploration and production rights, and various unregulated gathering lines, well equipment, and auxiliary facilities. The total original cost of Empire's property, plant and equipment was $87,256,000, including labor, equipment, material, transportation, construction tools and other costs incurred in order to place this property in service. After depreciation, Empire's property, plant and equipment had a book value of $53,211,000 as of 1/31/94. Depreciation is based on an estimated service life of 21.5 years, with the average age of property being approximately 9 years. Current assets (as of 1/31/94) of $3,231,000 and other assets (as of 1/31/94) of $610,000 bring the total assets (less accumulated depreciation) to $57,052,000 as of 1/31/94. The proposed transaction also includes the assumption (by merger) by Seneca of all the liabilities of Empire, including short-term debt, totalling $41,046,000 as of 1/31/94. [page 4] Item 2. Fees, Commissions and Expenses. (a) It is estimated that the expenses to be incurred by the Applicants in connection with the herein proposed transaction are as follows: Holding Company Act filing fee $ 2,000 State filing fees $ 1,000 Miscellaneous and incidental expenses $ 1,000 including travel, telephone and postage Item 3. Applicable Statutory Provisions. (a) Sections 6(a), 7(a), 9(a), 10 and 12(c) of the Holding Company Act and Rules 20, 21, 22, 23, 24 and 42 under the Holding Company Act are or may be applicable to this transaction. Sections 6(a) and 7(a) would be applicable if Empire were considered to be altering the "priorities, preferences, voting power or other rights" of its common shareholders when Empire's common stock is surrendered and cancelled upon the effective date of the proposed merger. However, Parent is the sole common shareholder of both Empire and the surviving corporation (Seneca), so the actual priorities, preferences, voting power or other rights of Empire's sole common shareholder will not as a practical matter be altered. The Applicants, therefore, do not believe that Sections 6(a) and 7(a) of the Holding Company Act apply to this transaction. The [page 5] Applicants nevertheless filed this Application-Declaration because a Form U-1 filing is clearly required by other sections of the Holding Company Act. In the event the Commission determines that Sections 6(a) and 7(a) of the Holding Company Act are applicable to this transaction, the Applicants request authorization under those sections. Sections 9(a) and 10 of the Holding Company Act are applicable because Seneca, as a subsidiary of a registered holding company, is acquiring, directly or indirectly, an interest in the business of Empire. Upon the effective date of the proposed merger, the common stock of Empire would be "retired" for purposes of Section 12(c) of the Holding Company Act (Empire has no preferred stock outstanding). No securities would be issued or acquired. Section 11(b) of the Holding Company Act would be applicable if Parent or a subsidiary thereof were acquiring an interest in a new company or business, and it was questionable whether such business interest was "reasonably incidental or economically necessary or appropriate to the operations of (the) integrated public utility system." Since the Parent holding company system acquires nothing as a result of the proposed transaction, Applicants do not believe that Section 11(b) of the Holding Company Act applies to this transaction. In the event that the Commission determines that Section 11(b) of the Holding Company Act does apply to this transaction, Seneca's "acquisition" of Empire qualifies [page 6] under Section 2(b) of the Gas Related Activities Act of 1990, because both Seneca and Empire are companies organized to participate in the exploration, development and production of natural gas. Item 4. Regulatory Approval. (a) The Applicants submit that there are no State or Federal Commissions (other than this Commission) which have jurisdiction over the proposed transaction. Section 10(f) of the Holding Company Act does not apply to any of the implementation filings which the applicants would make after the Commission's approval of the proposed transaction. The following are the implementation filings which would be made by the Applicants when and if the Commission approves this Application-Declaration. Seneca and Empire would complete the pro-forma Departments of State filings attached to this Application-Declaration as Exhibit D. The New York and Pennsylvania Departments of State would perform the essentially ministerial duties of verifying that the documents are in order and that Empire is current on its New York taxes. Upon the acceptance of those filings (or upon a subsequent date set out in the filings), the merger would become effective. See New York Business Corporation Law, Section 907(g), and Pennsylvania Business Corporation Law, Section 1928. The Commission should not require (or even allow) Seneca and Empire to make the Departments of State [page 7] filings before the Commission has ordered that this merger may proceed. Additionally, pursuant to regulations of the New York Department of Environmental Conservation ("NYDEC") and Pennsylvania Department of Environmental Regulation ("PADER"), Seneca will submit to the NYDEC and PADER various written statements confirming that Seneca will take plugging responsibility for Empire's wells. Seneca will also submit proof of financial security acceptable to the NYDEC and PADER. None of these items require affirmative approval by the NYDEC or the PADER. Item 5. Procedure. (a) The Applicants request that the Commission issue an order permitting this Application-Declaration to become effective by June 1, 1994, which is more than 40 days after the date of this original filing. The merger can not be effective until approved by the Secretaries of State, and the Applicants cannot file their merger papers with the Secretaries of State until this Declaration or Application is approved. (b) The Applicants respectfully request that the Commission's order herein be entered pursuant to the provisions of Rule 23. If a hearing is ordered, the Applicants waive a recommended decision by a Hearing Officer, or any other responsible officer of the Commission, the Applicants agree that the Office of Public Utility [page 8] Regulation may assist in the preparation of the Commission decision and request that there be no waiting period between the issuance of the Commission's order and the date on which it becomes effective. Item 6. Exhibits and Financial Statements. The following exhibits and financial statements are made a part of this statement: (a) Exhibits A Certificate of Incorporation of Empire Exploration, Inc., describing at pp. 2-4 the rights of the holders of the common stock which will be retired. B Plan of Merger to be adopted by the Directors of Seneca and Empire upon approval of this transaction by this Commission, and, to the extent necessary, the NYDEC. D Pro forma merger documents to be filed with the Secretaries of State of New York or Pennsylvania. E Map showing the relationship of facilities of Empire Exploration, Inc. to the facilities of Seneca Resources Corporation. This map could not be included in the EDGAR filing, but is available from the Applicants on request (filed by Form SE). F Opinion of the Legal Departments of Empire and Seneca G Proposed form of Notice (b) Financial Statements Pro Forma Condensed Balance Sheets of Parent and subsidiaries, Seneca and Empire at January 31, 1994. Pro Forma Condensed Statements of Income and Earnings Reinvested in the Business for Parent and subsidiaries, Seneca and Empire for the 12 months ended January 31, 1994. [page 9] Notes to the Financial Statements (incorporated by reference as indicated). There have been no material changes not in the ordinary course of business since January 31, 1994. Item 7. Information as to Environmental Effects. (a) The proposed transaction contemplates a change in the corporate entity owning and operating Empire's facilities, but would not provide for the construction or physical abandonment of any facilities or any change in their methods of operation. The proposed transaction would therefore involve no major action which would significantly affect the quality of the environment. (b) No federal agency has prepared or is preparing an environmental impact statement with respect to the transaction proposed in this Application-Declaration. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. [page 10] SENECA RESOURCES CORPORATION By _/s/ Phlip C. Ackerman______ Philip C. Ackerman President EMPIRE EXPLORATION, INC. By _/s/ Philip C. Ackerman_______ Philip C. Ackerman President March 14, 1994 [page 11] EX-99 2 EXHIBIT INDEX RE: EMPIRE/SENECA MERGER EXHIBIT INDEX (a) Exhibits A Certificate of Incorporation of Empire Exploration, Inc., describing at pp. 2-3 the rights of the holders of the common stock which will be retired. B Plan of Merger to be adopted by the Directors of Seneca and Empire upon approval of this transaction by this Commission. D Pro forma merger documents to be filed with the Secretaries of State of New York or Pennsylvania. E Map showing the relationship of the facilities of Empire to the facilities of Seneca. F Opinion of the Legal Departments of Empire and Seneca. G Proposed form of Notice (b) Financial Statements Pro Forma Condensed Balance Sheets of Parent and subsidiaries, Seneca and Empire at January 31, 1994. Pro Forma Condensed Statements of Income and Earnings Reinvested in the Business for Parent and subsidiaries, Seneca and Empire for the 12 months ended January 31, 1994. Notes to the Financial Statements (incorporated by reference as indicated). EX-99 3 EXHIBIT A RE: EMPIRE/SENECA MERGER E X H I B I T A Certificate of Incorporation of Empire Exploration, Inc. describing at pp. 2-4 the rights of the holders of the common stock which will be retired [cover page 1] State of New York ) ) ss: [# is illegible] Department of State ) I hereby certify that I have compared the annexed copy with the original document filed by the Department of State and that the same is a correct transcript of said original. Witness my hand and seal of the Department of State on Apr 13 1988 /s/ Gail S. Shaffer Secretary of State 380507-004 (12/87) [cover page 2] NYS DEPARTMENT OF STATE Filing Receipt Restated Certificate Ch Purposes & Powers & Provisions CORPORATION NAME Empire Exploration, Inc. DATE FILED DURATION & COUNTY CODE FILE NUMBER CASH NUMBER 4/13/88 Erie B627259-7 153448 NUMBER AND KIND OF SHARES LOCATION OF PRINCIPAL OFFICE *CT ADDRESS FOR PROCESS REGISTERED AGENT FEES AND/OR TAX PAID AS FOLLOWS: Amount of Check $ Amount of Money Order $00110.00 Amount of Cash $ $6.00 Dollar Fee to County $060.00 filing $ tax $ 40.00 certified copy $ certificate $010.00 miscellaneous TOTAL PAYMENT $ 0000110.00 FILER NAME AND ADDRESS Curtis W. Lee 10 Lafayette Square Buffalo NY 14203 Refund of $ to follow GAIL S. SHAFFER - SECRETARY OF STATE 380604-003 (8/84) [cover page 3] RESTATED CERTIFICATE OF INCORPORATION OF EMPIRE EXPLORATION, INC. Under Section 807 of the Business Corporation Law The undersigned, B. J. Kennedy and P. C. Ackerman, the President and Secretary respectively of Empire Exploration, Inc., hereby certify: 1. The name of the Corporation is Empire Exploration, Inc. 2. The Certificate of Incorporation of the Corporation was filed by the Department of State on March 26, 1982. 3. The Certificate of Incorporation of the Corporation, is amended as follows: (a) To amend the provisions regarding the purpose of the Corporation, the pre-emptive rights of shareholders, the powers of the Board of Directors,[ ]and (b) To add provisions regarding corporate powers and the limitation of liability of directors. 4. The text of the Certificate of Incorporation of Empire Exploration, Inc. is hereby restated, as amended hereby, to read as herein set forth in full: [stamped along left margin: B627259] [page 1] FIRST: The name of the corporation is Empire Exploration, Inc. SECOND: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the New York Business Corporation Law, provided that it shall not engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. THIRD: The office of the corporation is to be located in the County of Erie, New York. FOURTH: The aggregate number of shares which this Corporation shall have authority to issue is 2,000 shares of common stock with a par value of ten dollars ($10.00) per share. No holder of any share of the Corporation shall, because of his ownership of shares, have a pre-emptive or other right to purchase, subscribe for, or take any part of any shares or any part of the notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of the Corporation issued, optioned, or sold by it after its incorporation, whether the shares be authorized by this certificate of incorporation or be authorized by an amended certificate duly filed and in effect at the time of the issuance or sale of such shares or of such notes, debentures, bonds, or other securities. Any part of the shares authorized by this certificate of incorporation, or by an amended certificate duly filed, and any part of the notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of the Corporation may at any time be issued, optioned for sale and sold, or disposed of by the Corporation pursuant to resolution of its Board of Directors to such persons and upon such terms and conditions as may, to such Board, seem proper and advisable without first offering to existing shareholders the said shares or the said notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of the Corporation, or any part of any thereof. FIFTH: The Corporation, by a majority vote of the Board of Directors, may make, alter, amend or rescind its By-Laws. The Corporation may sell all or substantially all of the assets of the Corporation, but no such sale of all or substantially all of the assets of the Corporation shall be made except pursuant to the authorization of at least two-thirds (2/3) of the Board of Directors. SIXTH: The Secretary of State of the State of New York is designated as the agent of the corporation, upon whom process against it may be served, and the post office address to which the Secretary of State shall mail a copy of any such process served upon him is 10 Lafayette Square, Buffalo, New York 14203. [page 2] SEVENTH: Subject to any limitation provided in any statute of the State of New York, the corporation in furtherance of its corporate purposes shall have all the powers now or hereafter conferred by statute upon, or otherwise legally attributable to, corporations formed under said Business Corporation Law. EIGHTH: To the fullest extent that the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended, permits elimination or limitation of the liability of directors, no director of the corporation shall be liable to the corporation or its shareholders for damages for any breach of duty in such capacity. Any repeal or modification of this provision by the shareholders of the corporation shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to the effective date of such repeal or modification. 5. The Restatement of the Certificate of Incorporation of Empire Exploration, Inc. was authorized by the Unanimous Written Consent of the Board of Directors followed by the Written Consent of the sole shareholder of Empire Exploration, Inc. IN WITNESS WHEREOF, the undersigned have made and signed this Certificate this 14th day of March, 1988 and they affirm the statements contained herein as true under penalties of perjury. /s/ B. J. Kennedy B. J. Kennedy President /s/ P. C. Ackerman P. C. Ackerman Secretary [page 3] [STAMP] State of New York Department of State Filed Apr 13 1988 Amount of Check $110 Filing Fee $ 60 Tax $ County Fee $ 4 - Copy $40 Cert $ Refund $ Spec Handle $10 By: /s/ [unknown mark] Erie [STAMP] B627259 [STAMP] CT Restated Certificate of Incorporation of Empire Exploration, Inc. March 14, 1988 [STAMP] Under Section 807 of the Business Corporation Law Filer: Curtis W. Lee 10 Lafayette Square Buffalo NY 14203 [HAND WRITTEN] 3/26/82 Erie Co. NA A853610-5 2,000 PV $10.00 S/S The Corp. 10 Lafayette Square Buffalo NY 14203 MRA AAH O 7/25 4/13H [STAMPED] Received Mar 25 12__pm '88 [STAMP] 153448 [STAMP] Filed APR 13 11:18 am '88 [STAMP] BILLED [page 4] EX-99 4 EXHIBIT B RE: EMPIRE/SENECA MERGER E X H I B I T B Plan of Merger to be adopted by the Directors of Seneca and Empire upon approval of this transaction by this Commission [cover page] UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SENECA RESOURCES CORPORATION The undersigned, being all of the members of the Board of Directors of Seneca Resources Corporation, do hereby adopt and consent to the adoption of the following resolutions: RESOLVED, that this Seneca Resources Corporation merge with Empire Exploration, Inc., with Seneca Resources Corporation as the surviving corporation, pursuant to a Plan of Merger substantially in the form and on the same terms as Exhibit A hereto ("Plan"). RESOLVED, that the proper officer of Seneca Resources Corporation is authorized on its behalf to amend the Plan as he shall deem necessary or appropriate to facilitate the merger of Empire Exploration, Inc. into Seneca Resources Corporation or as may be necessary to meet any applicable legal or regulatory requirements. RESOLVED, that the proper officer of Seneca Resources Corporation is authorized and directed to execute any documents and take any action necessary or appropriate to effectuate the foregoing resolutions. Dated: _________________, 1994 _______________________________ Philip C. Ackerman _______________________________ David F. Smith _______________________________ Gerald T. Wehrlin [page 1] WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF SENECA RESOURCES CORPORATION The undersigned, being the holder of all outstanding shares of Seneca Resources Corporation entitled to vote, does hereby adopt and consent to the adoption of the following resolutions by Seneca Resources Corporation: RESOLVED, that Seneca Resources Corporation merge with Empire Exploration, Inc., with Seneca Resources Corporation as the surviving corporation, pursuant to a Plan of Merger substantially in the form and on the same terms as Exhibit A hereto ("Plan"). RESOLVED, that the proper officer of Seneca Resources Corporation is authorized on its behalf to amend the Plan as he shall deem necessary or appropriate to facilitate the merger of Empire Exploration, Inc. into Seneca Resources Corporation or as may be necessary to meet any applicable legal or regulatory requirements. RESOLVED, that the proper officer of Seneca Resources Corporation is authorized and directed to execute any documents and take any action necessary or appropriate to effectuate the foregoing resolutions. Dated: _________________, 1994 NATIONAL FUEL GAS COMPANY as sole shareholder By ____________________________ Bernard J. Kennedy, Chief Executive Officer [page 2] UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF EMPIRE EXPLORATION, INC. The undersigned, being all of the members of the Board of Directors of Empire Exploration, Inc., do hereby adopt and consent to the adoption of the following resolutions: RESOLVED, that Empire Exploration, Inc. merge with Seneca Resources Corporation ("Seneca"), with Seneca as the surviving corporation, pursuant to a Plan of Merger substantially in the form and on the same terms as Exhibit A hereto ("Plan"). RESOLVED, that the proper officer of Empire Exploration, Inc. is authorized on its behalf to amend the Plan as he shall deem necessary or appropriate to facilitate the merger of Empire Exploration, Inc. into Seneca or as may be necessary to meet any applicable legal or regulatory requirements. RESOLVED, that the proper officer of Empire Exploration, Inc. is authorized and directed to execute any documents and take any action necessary or appropriate to effectuate the foregoing resolutions. Dated: _________________, 1994 _______________________________ Bernard J. Kennedy _______________________________ Philip C. Ackerman _______________________________ William A. Ross _______________________________ David F. Smith _______________________________ Gerald T. Wehrlin [page 3] WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF EMPIRE EXPLORATION, INC. The undersigned, being the holder of all outstanding shares of Empire Exploration, Inc. entitled to vote, does hereby adopt and consent to the adoption of the following resolutions: RESOLVED, that Empire Exploration, Inc. merge into Seneca Resources Corporation ("Seneca"), with Seneca as the surviving corporation, pursuant to a Plan of Merger substantially in the form and on the same terms as Exhibit A hereto ("Plan"). RESOLVED, that the proper officer of Empire Exploration, Inc. is authorized on its behalf to amend the Plan as he shall deem necessary or appropriate to facilitate the merger of Empire Exploration, Inc. into Seneca or as may be necessary to meet any applicable legal or regulatory requirements. RESOLVED, that the proper officer of Empire Exploration, Inc. is authorized and directed to execute any documents and take any action necessary or appropriate to effectuate the foregoing resolutions. Dated: _________________, 1994 NATIONAL FUEL GAS COMPANY as sole shareholder By ____________________________ Bernard J. Kennedy, Chief Executive Officer [page 4] PLAN OF MERGER approved on ________________, 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 __________, 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 [page 5] 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 [page 6] 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 [page 7] 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 __________________ at _______ __.M. [page 8] EX-99 5 EXHIBIT D RE: EMPIRE/SENECA MERGER E X H I B I T D Pro forma merger documents to be filed with the Secretaries of State of New York or Pennsylvania [cover page] 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: [page 1] 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 ____________, 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 ______, 1982. 7. The Surviving Corporation was formed under the laws of the Commonwealth of Pennsylvania on _________, 19__, and its application for authority to do business in the State of New York was filed by the Department of State on _________, 19__. 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 [page 2] 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 [page 3] IN WITNESS WHEREOF, this certificate has been signed on the _______ day of _________, 1994, and the statements contained herein are affirmed as true under penalties of perjury. EMPIRE EXPLORATION, INC. By _______________________________ Philip C. Ackerman, President By _______________________________ Ronald J. Tanksi, Secretary SENECA RESOURCES CORPORATION By _______________________________ Philip C. Ackerman, President By _______________________________ Gerald T. Wehrlin, Secretary [page 4] Microfilm Number Filed with the Department of State on Entry Number Secretary of the Commonwealth ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION DSCB:15-1926 (REV 90) In compliance with the requirements of 15 Pa C.S. Sec 1926 (relating to articles of merger or consolidation, the undersigned business corporations, desiring to effect a merger, hereby state that: 1. The name of the corporation surviving the merger is: Seneca Resources Corporation 2. (Check and complete one of the following): X The surviving corporation is a domestic business corporation and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) 1100 State Street, P.O. Box 2081 Number and Street Erie Pennsylvania 16512 Erie City State Zip County (b) c/o: Name of Commercial Registered Office Provider For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official public purposes. ____ The surviving corporation is a qualified foreign business corporation incorporated under the laws of ___________ and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County [page 5] (b) c/o: Name of Commercial Registered Office Provider For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official public purposes. ____ The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of _________ and the address of its principal office under the laws of such domiciliary jurisdiction is: Number and Street City State Zip County 3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows: Name of Corporation Empire Exploration, Inc. Address of Registered Office or Name of Commercial Registered Office Provider 14 Lafayette Square, Buffalo NY 14203 County Erie (Check, and if appropriate complete, one of the following): ____ The plan of merger shall be effective upon filing these Articles of Merger in the Department of State. ____ The plan of merger shall be effective on ________ (date) at __________ (hour) The manner in which the plan of merger was adopted by each domestic corporation is as follows: Name of Corporation Seneca Resources Corporation Manner of adoption Adopted by directors and shareholders pursuant to 15 Pa.C.S. Sec 1924(a) [page 6] (Strike out this paragraph of no foreign corporation is a party to the merger). The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign business corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated. (Check, and if appropriate complete, one of the following): X The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof. ___ Pursuant to 15 Pa.C.S. Sec. 1901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is: Number and Street City State Zip IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this _____ day of __________, 19_______. Seneca Resources Corporation (Name of Corporation) By: Philip C. Ackerman Title: President [page 7] (CHANGES) DOCKETING STATEMENT DSCB: 15-134B (Rev 90) Bureau Use Only: ___ Revenue ___ Labor & Industry ___ Other File Code Filed Date Microfilm Number Filing Fee: None This form (file in triplicate) and all accompanying documents shall be mailed to: Commonwealth of Pennsylvania Department of State Corporation Bureau Part I. Complete for each filing: Current name of entity or registrant affected by the submittal to which this statement relates: (survivor or new corporation if merger or consolidation) Seneca Resources Corporation Entity number, if known: Note: Entity Number is the computer index number assigned to an entity upon initial filing in the Department of State. Incorporation/qualification date in Pa: 6/9/13 State of incorporation: Pennsylvania Specified effective date, if any: Part II. Complete for each filing. This statement is being submitted with (check proper box): __ Articles of Amendment: complete Section A only __ Amended Certificate of Authority: complete Section A only XX Articles of Merger: complete Section B __ Articles of Consolidation: complete Section C __ Articles of Division: complete Section D __ Articles of Conversion: complete Sections A and E only __ Statement of Merger, Consolidation or Division: complete Section B, C or D __ Statement of Correction: complete Section A only __ Statement of Termination: complete Section H __ Statement of Revival: complete Section G __ Dissolution by Shareholders or incorporators before Commencement of Business: complete Section F only __ Amendment of Certificate of Limited Partnership: complete Section A only [page 8] Part III. Complete if Appropriate. The delayed effective date of the accompanying submittal is: month day year hour, if any DSCB 15.134B (Rev 90)-2 __ Section A. Changes to be made to the Entity named in Part I: (Check box/boxes which pertain) __ Name __ Registered Office Name & Street City State Zip County __ Purpose __ Stock: aggregate number of shares authorized (attach additional provisions, if any) __ Term of Existence __ Other XX Section B. Merger (Complete Section A if any changes to survivor corporation): Merging Corporation are: (List only the merging corporations - survivor is listed in Part I), 1. Name: Empire Exploration, Inc. Entity Number, if known: Inc/quali date in Pa 11/7/83 State of incorporation: New York 2. Name: Entity Number, if known: Inc/quali date in Pa State of incorporation: Attach sheet containing above corporate information if there are additional merging corporations. __ Section C. Consolidation (New corporation information should be completed in Part I. Also, complete and attach Docketing Statement DSCB: 15-134A for the New corporation formed.) Consolidating Corporations are: 1. Name: Entity Number, if known: Inc/quali date in Pa State of incorporation: 2. Name: Entity Number, if known: Inc/quali date in Pa State of incorporation: Attach sheet containing above corporate information if there are additional merging corporations. [page 9] DSCB 15.134B (Rev 90)-3 __ Section D. Division (Forming New Corporation(s) named below. Also, complete and attach Docketing Statement DSCB:15-134A for each new corporation formed by division.) ________ Entity Number 1._________________________________ ________ Entity Number 2._________________________________ Attach sheet if there are additional corporations to be named. Check one: __ Corporation named in Part I survives. (Any changes, complete Section A) __ Corporation named in Part I does not survive. __ Section E. Conversion (Complete Section A) Check One: __ Converted from nonprofit to profit __ Converted from profit to nonprofit __ Section F. Dissolved by shareholders or incorporation before commencement of business. __ Section G. Statement of Revival Corporation named in Part I hereby revives its charter or articles which were forfeited by Proclamation or expired. (Complete Section A if any changes have been made to the revived corporation.) __ Section H. State of Termination _______ (type of filing made) filed in the Department of State on (month date year hour, if any) is/are hereby terminated. If merger, consolidation or division, list all corporation involved, other than that listed in Part I: ________ Entity Number 1._________________________________ ________ Entity Number 2._________________________________ Attach sheet if there are additional corporations to be named. [page 10] PLAN OF MERGER approved on ________________, 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 __________, 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 [page 11] 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 [page 12] 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 [page 13] 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 __________________ at _______ __.M. [page 14] EX-99 6 EXHIBIT E RE: EMPIRE/SENECA MERGER EXHIBIT E Map showing the relationship of facilties of Empire Exploration, Inc. to the facilities of Seneca Resources Corporation. This map could not be included in the EDGAR filing, but is available from the Applicants on request (filed by Form SE). MAP FROM NATIONAL FUEL GAS COMPANY 1993 ANNUAL REPORT [MAP] [cover page] EX-99 7 EXHIBIT F RE: EMPIRE/SENECA MERGER E X H I B I T F Opinion of the Legal Departments of Empire and Seneca [cover page] [blue flame logo] Seneca Resources Corporation a National Fuel Gas System company March 14, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Form U-1 Application-Declaration Seneca Resources Corporation Empire Exploration, Inc. Ladies and Gentlemen: With reference to the joint application or declaration, as amended, filed on March 14, 1994 by Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc. ("Empire") under the Public Utility Holding Company Act of 1935, as amended, regarding the merger of Empire into Seneca (the "Merger"), we are of the opinion that: 1. Empire is a corporation organized and duly existing under the laws of the State of New York. 2. Seneca is a corporation organized and duly existing under the laws of the State of Pennsylvania. 3. If (i) the Merger is consummated in accordance with the application or declaration and the order of the Securities and Exchange Commission thereon, (ii) the Boards of Directors of Empire and Seneca, or duly authorized committees thereof, approve and authorize substantially the final form of the Plan of Merger pursuant to which the Merger would be consummated, (iii) the sole shareholder of Seneca and Empire shall have approved the Merger pursuant to an executed Unanimous Consent, (iv) the Plan of Merger and other documents to be used in connection with the Merger have been duly executed and delivered and shall have become effective as therein provided, and (v) the Merger shall have been authorized by the Pennsylvania and New York Secretaries of State: [page 1] Securities and Exchange Commission Page 2 March 14, 1994 (a) All state laws applicable to the Merger will have been complied with; (b) The Merger will be valid and binding; (c) The legal rights of the holders of any securities issued by Seneca, Empire or National Fuel Gas Company (the registered holding company parent and sole shareholder of Seneca and Empire) will not be violated by the Merger. We are members of the New York Bar and the Pennsylvania Bar as indicated below. We do not hold ourselves out as experts on the laws of any other State, or offer any opinion on such laws. We consent to the use of this opinion as an exhibit to the Application or Declaration. Very truly yours, THE LEGAL DEPARTMENTS OF SENECA RESOURCES CORPORATION AND EMPIRE EXPLORATION, INC. By:_/s/ Richard M. DiValerio____jrp Richard M. DiValerio, Esq. Admitted in Pennsylvania By:_/s/ Ronald J. Tanski________jrp Ronald J. Tanski, Esq. Admitted in New York [page 2] EX-99 8 EXHIBIT G RE: EMPIRE/SENECA MERGER E X H I B I T G Proposed form of Notice [cover page] EXHIBIT G [Suggested Notice of Proposed Transaction for Publication in the Federal Register] SECURITIES AND EXCHANGE COMMISSION (Release No. ____________) SENECA RESOURCES CORPORATION EMPIRE EXPLORATION, INC. Notice of Proposal by Wholly-Owned Subsidiaries of Holding Company to Merge With Each Other _________________, 1994 Seneca Resources Corporation ("Seneca"), 10 Lafayette Square, Buffalo, New York 14203 and Empire Exploration, Inc. ("Empire"), 10 Lafayette Square, Buffalo, New York 14203 have proposed one or more transactions to this Commission pursuant to Sections 6(a), 7(a), 9(a), 10 and 12(c) of the Public Utility Holding Company Act of 1935 ("Act") and Rules 20, 21, 22, 23, 24 and 42 thereunder. Neither Seneca nor Empire is a public utility company. Neither Seneca nor Empire are natural gas companies offering services regulated by the Federal Energy Regulatory Commission ("FERC"). Both Seneca and Empire are wholly-owned subsidiaries of National Fuel Gas Company, a registered holding company, 30 Rockefeller Plaza, New York, New York 10020. Empire and Seneca propose that Empire be merged into Seneca. Upon the effective date of the merger, Empire would cease its separate legal existence, and Seneca as the surviving corporation would succeed to all the assets and [page 1] liabilities of Empire. Seneca would step into Empire's shoes with respect to all agreements. Consummation of this transaction would require approval by the Secretary of State of New York (in which Empire is incorporated), the Secretary of State of Pennsylvania (in which Seneca is incorporated), and the New York Department of Environmental Conservation (solely for the transfer or assumption of existing natural gas well permits from Empire to Seneca as the surviving corporation). No regulatory approval from any other state or federal agency is required. For purposes of the Act, Seneca would be "acquiring an interest in a business", which requires approval by this Commission pursuant to Sections 9(a) and 10 of the Act. The outstanding securities of Empire (consisting of common stock owned by the holding company parent) would be "retired", which requires approval by this Commission pursuant to Section 12(c) of the Act. No securities would be issued or acquired. Seneca and Empire do not believe that Sections 6(a) and 7(a) of the Act are applicable, because as a practical matter Empire would not be altering the "priorities, preferences, voting power or other rights" of its sole shareholder when Empire's common stock is surrendered and cancelled upon the effective date of the proposed merger. Seneca and Empire request that, if Sections 6(a) and 7(a) of [page 2] the Act are determined to apply to this transaction, the Commission approve this transaction pursuant to those sections. The application or declaration and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by ________________ to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants at the addresses specified above. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the proposal, as filed or as amended, may be authorized. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary [page 3] EX-99 9 FINANCIALS RE: EMPIRE/SENECA MERGER [cover page] (b) Financial Statements Pro Forma Condensed Balance Sheets of Parent and subsidiaries, Seneca and Empire at January 31, 1994. Pro Forma Condensed Statements of Income and Earnings Reinvested in the Business for Parent and subsidiaries, Seneca and Empire for the 12 months ended January 31, 1994. Notes to the Financial Statements (incorporated by reference as indicated). PAGE 1
Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc. ("Empire") are wholly-owned subsidiaries of National Fuel Gas Company ("National"). National proposes to merge Empire into Seneca. The following condensed financial statements assume that the merger of Empire into Seneca occurred as of January 31, 1994. NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET AS OF JANUARY 31, 1994 (UNAUDITED) (THOUSANDS OF DOLLARS) Adjustments National Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $2,058,447 $2,058,447 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 562,006 562,006 1,496,441 0 1,496,441 CURRENT ASSETS 360,435 (4)(a) 360,431 OTHER ASSETS 214,481 214,481 $2,071,357 ($4) $2,071,353 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON STOCK $37,035 $37,035 PAID IN CAPITAL 372,152 372,152 EARNINGS REINVESTED IN THE BUSINESS 369,182 4 (a) 369,178 778,369 4 778,365 LONG TERM DEBT, NET OF CURRENT PORTION 478,417 478,417 TOTAL CAPITALIZATION 1,256,786 4 1,256,782 CURRENT LIABILITIES 458,393 458,393 OTHER LIABILITIES 356,178 356,178 $2,071,357 $4 $2,071,353 SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. PAGE 2 NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) Adjustments National Dr. (Cr.) Pro Forma OPERATING REVENUES $1,072,142 $1,072,142 OPERATING EXPENSES: PURCHASED GAS 450,128 450,128 OPERATION EXPENSE 263,854 4 (a) 263,858 MAINTENANCE 24,416 24,416 PROPERTY, FRANCHISE & OTHER TAXES 97,907 97,907 DEPRECIATION, DEPLETION & AMORTIZATION 71,073 71,073 INCOME TAXES - NET 43,462 43,462 950,840 4 950,844 OPERATING INCOME 121,302 4 121,298 OTHER INCOME 4,218 4,218 INCOME BEFORE INTEREST CHARGES 125,520 4 125,516 INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 36,990 36,990 OTHER INTEREST 12,129 12,129 49,119 0 49,119 INCOME BEFORE CUMULATIVE EFFECT $76,401 $4 $76,397 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES 3,826 3,826 NET INCOME AVAILABLE FOR COMMON STOCK $80,227 $4 $80,223 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT FEBRUARY 1, 1993 344,069 344,069 424,296 4 424,292 DIVIDENDS ON COMMON STOCK 55,114 55,114 BALANCE AT JANUARY 31, 1994 $369,182 $4 $369,178 EARNINGS PER COMMON SHARE INCOME BEFORE CUMULATIVE EFFECT $2.13 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES $0.10 NET INCOME AVAILABLE FOR COMMON STOCK $2.23 WEIGHTED AVG. COMMON SHARES OUTSTANDING 35,915,221 SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. PAGE 3 NATIONAL FUEL GAS COMPANY PRO FORMA ADJUSTING JOURNAL ENTRIES AS OF JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) DEBIT CREDIT (a) FEES & EXPENSES $4 CASH $4 To record the estimated expenses associated with the merger of Empire into Seneca. PAGE 4 NATIONAL FUEL GAS COMPANY NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference. 2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of National Fuel Gas Company's December 31, 1993 Form 10-Q are incorporated herein by reference. 3) Analysis of Investments in Associated Companies at January 31, 1994 (thousands of dollars): 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 $59,171 $121,668 $4,636 $168,318 $353,793 Supply Corporation 25,345 6,562 2,453 123,737 158,097 Penn-York 29,332 2,911 32,243 Seneca Resources 500 92,245 6 (24,644) 68,107 Leidy Hub 4 1,038 (468) 574 Empire Exploration 15 11,714 4,216 15,945 Highland 5 445 3,301 3,751 UCI 1 5,959 (1,660) 4,300 Data-Track 1 499 81 581 National Fuel Resources 10 3,490 1,474 4,974 Consolidating Adjustment 15,892 15,892 114,384 243,620 7,095 293,158 658,257 Supply Corporation: Empire Exploration 61 61 $114,384 $243,681 $7,095 $293,158 $658,318 PAGE 5 EMPIRE EXPLORATION, INC. PRO FORMA CONDENSED BALANCE SHEET AS OF JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) Adjustments Empire Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $87,256 ($87,256)(a) $0 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 34,045 34,045 (a) 0 53,211 (53,211) 0 CURRENT ASSETS 3,231 (3,231)(a) 0 OTHER ASSETS 610 (610)(a) 0 $57,052 ($57,052) $0 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON STOCK $15 $15 (a) $0 PAID IN CAPITAL 11,775 11,775 (a) 0 EARNINGS REINVESTED IN THE BUSINESS 4,216 4,216 (a) 0 16,006 16,006 0 LONG-TERM DEBT, NET OF CURRENT PORTION 0 0 TOTAL CAPITALIZATION 16,006 16,006 0 CURRENT LIABILITIES 27,030 27,030 (a) 0 OTHER LIABILITIES 14,016 14,016 (a) 0 $57,052 $57,052 $0 SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS. PAGE 6 EMPIRE EXPLORATION, INC. PRO FORMA CONDENSED STATEMENTS OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) Adjustments Empire Dr. (Cr.) Pro Forma OPERATING REVENUES $8,807 $8,807 (b) $0 OPERATING EXPENSES: PURCHASED GAS 733 (733)(b) 0 OPERATION EXPENSE 2,637 (2,637)(b) 0 MAINTENANCE 0 0 PROPERTY, FRANCHISE & OTHER TAXES 300 (300)(b) 0 DEPRECIATION, DEPLETION & AMORTIZATION 3,243 (3,243)(b) 0 INCOME TAXES - NET 366 (366)(b) 0 7,279 (7,279) 0 OPERATING INCOME 1,528 1,528 0 OTHER INCOME (1) (1)(b) 0 INCOME BEFORE INTEREST CHARGES 1,527 1,527 0 INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 0 0 OTHER INTEREST 556 (556)(b) 0 556 (556) 0 INCOME BEFORE CUMULATIVE EFFECT $971 $971 $0 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES 1,266 1,266 (b) 0 NET INCOME AVAILABLE FOR COMMON STOCK $2,237 $2,237 $0 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT FEBRUARY 1, 1993 1,979 4,216 (a) 0 (2,237)(b) 4,216 6,453 0 DIVIDENDS ON COMMON STOCK 0 0 BALANCE AT JANUARY 31, 1994 $4,216 $6,453 $0 SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS. PAGE 7 EMPIRE EXPLORATION, INC. PRO FORMA ADJUSTING ENTRIES AS OF JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) DEBIT CREDIT (a) COMMON STOCK $15 PAID IN CAPITAL $11,775 EARNINGS REINVESTED IN THE BUSINESS $4,216 CURRENT LIABILITIES $27,030 OTHER LIABILITIES $14,016 ACCUMULATED DEPR., DEPLETION & AMORTIZATION $34,045 PROPERTY, PLANT & EQUIPMENT $87,256 CURRENT ASSETS $3,231 OTHER ASSETS $610 To eliminate the balance sheet accounts of Empire as they will be merged into Seneca. (b) OPERATING REVENUES $8,807 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES $1,266 PURCHASED GAS $733 OPERATION EXPENSE $2,637 PROPERTY, FRANCHISE & OTHER TAXES $300 DEPRECIATION, DEPLETION & AMORTIZATION $3,243 INCOME TAXES - NET $366 OTHER INCOME $1 INTEREST CHARGES $556 NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,237 To eliminate the income statement accounts of Empire for the 12 months ending January 31, 1994 as they will be merged into Seneca. PAGE 8 EMPIRE EXPLORATION, INC. NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference. 2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of National Fuel Gas Company's December 31, 1993 Form 10-Q are incorporated herein by reference. <\NOTE> PAGE 9 SENECA RESOURCES CORPORATION PRO FORMA CONDENSED BALANCE SHEET AS OF JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) Adjustments Seneca Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $336,369 $87,256 (a) $423,625 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 123,624 (34,045)(a) 130,107 28,785 (d) (530)(e) (693)(f) 212,745 80,773 293,518 CURRENT ASSETS 14,576 3,231 (a) 17,803 (4)(c) OTHER ASSETS 1,318 610 (a) 1,928 $228,639 $84,610 $313,249 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON STOCK $500 $500 PAID IN CAPITAL 92,245 (11,790)(a) 104,035 EARNINGS REINVESTED IN THE BUSINESS (24,638) (4,216)(a) (6,221) 4 (c) (17,060)(d) (910)(d) 2,650 (d) 530 (e) (183)(e) 768 (f) 68,107 (30,207) 98,314 LONG-TERM DEBT, NET OF CURRENT PORTION 80,000 80,000 TOTAL CAPITALIZATION 148,107 (30,207) 178,314 CURRENT LIABILITIES 44,216 (27,030)(a 71,246 OTHER LIABILITIES 36,316 (14,016)(a 63,689 (13,465)(d) 183 (e) (75)(f) $228,639 ($84,610) $313,249 SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS. PAGE 10 SENECA RESOURCES CORPORATION PRO FORMA CONDENSED STATEMENTS OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) Adjustments Seneca Dr. (Cr.) Pro Forma OPERATING REVENUES $46,328 ($8,807)(b) $55,135 OPERATING EXPENSES: PURCHASED GAS 0 733 (b) 733 OPERATION EXPENSE 13,949 2,637 (b) 16,590 4 (c) MAINTENANCE 8 8 PROPERTY, FRANCHISE & OTHER TAXES 1,627 300 (b) 1,927 DEPRECIATION, DEPLETION & AMORTIZATION 17,913 3,243 (b) 24,336 2,650 (d) 530 (e) INCOME TAXES - NET (1,207) 366 (b) (1,934) (910)(d) (183)(e) 32,290 9,370 41,660 OPERATING INCOME 14,038 563 13,475 OTHER INCOME 88 1 (b) 87 INCOME BEFORE INTEREST CHARGES 14,126 564 13,562 INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 5,351 5,351 OTHER INTEREST 271 556 (b) 827 5,622 556 6,178 INCOME BEFORE CUMULATIVE EFFECT $8,504 $1,120 $7,384 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES 2,600 (1,266)(b) 3,866 NET INCOME AVAILABLE FOR COMMON STOCK $11,104 ($146) $11,250 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT FEBRUARY 1, 1993 (35,742) (4,216)(a) (17,471) 2,237 (b) (17,060)(d) 768 (f) (24,638) (18,417) (6,221) DIVIDENDS ON COMMON STOCK 0 0 BALANCE AT JANUARY 31, 1994 ($24,638) ($18,417) ($6,221) SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS. PAGE 11 SENECA RESOURCES CORPORATION PRO FORMA ADJUSTING ENTRIES AS OF JANUARY 31, 1994 (UNAUDITED) (Thousands of Dollars) DEBIT CREDIT (a) PROPERTY, PLANT & EQUIPMENT $87,256 CURRENT ASSETS $3,231 OTHER ASSETS $610 ACCUMULATED DEPR, DEPLET & AMORTIZATION $34,045 CURRENT LIABILITIES $27,030 OTHER LIABILITIES $14,016 PAID IN CAPITAL $11,790 EARNINGS REINVESTED IN THE BUSINESS $4,216 To merge the assets, liabilities and capital of Empire into Seneca. (b) PURCHASED GAS $733 OPERATION EXPENSE $2,637 PROPERTY, FRANCHISE & OTHER TAXES $300 DEPRECIATION, DEPLETION & AMORTIZATION $3,243 INCOME TAXES - NET $366 OTHER INCOME $1 INTEREST CHARGES $556 NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,237 OPERATING REVENUES $8,807 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES $1,266 To merge the income statement of Empire into Seneca. (c) FEES & EXPENSES $4 CASH $4 To record the estimated expenses associated with the merger of Empire into Seneca. (d) ACCUMULATED DEPRECIATION, DEPLETION & AMORTIZATION $28,785 DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $2,650 EARNINGS REINVESTED IN THE BUSINESS $17,060 ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities) $13,465 DEFERRED INCOME TAX EXPENSE $910 To eliminate the full cost write down for Seneca and Empire. Since all exploration and production has been consolidated into Seneca, the full cost pool on a consolidated basis does not exceed the ceiling limit. Note that this adjustment is for the twelve months ended 12/31/93 as the write down is performed quarterly. There would be no material difference for the twelve months ended 1/31/94. (e) DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $530 ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilit $183 ACC. DEPRECIATION, DEPLETION & AMORTIZATION $530 DEFERRED INCOME TAX EXPENSE $183 To record the current year consolidated DD & A adjustment on Seneca's books since all exploration and production activity has been merged into Seneca. (f) EARNINGS REINVESTED IN THE BUSINESS $768 ACC. DEF. INCOME TAX LIABILITY (Other Liabilities) $75 ACC. DEPRECIATION, DEPLETION & AMORTIZATION $693 To record the prior year's impact of the consolidated DD & A adjustment on Seneca's books since all exploration and production activity has been merged into Seneca. PAGE 12 SENECA RESOURCES CORPORATION NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated herein by reference. 2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of National Fuel Gas Company's December 31, 1993 Form 10-Q are incorporated herein by reference. <\NOTE>
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