-----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, OBtPB5QeRp/ZLAXo5ryHpQUKcavhhkRPk1AxmNfVDOG6ucwluCrXbD1RSYc2uC5D vNmkaOsx2RXxvHppQ8enXA== 0000070145-94-000033.txt : 19940411 0000070145-94-000033.hdr.sgml : 19940411 ACCESSION NUMBER: 0000070145-94-000033 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940408 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: POS AMC SEC ACT: 35 SEC FILE NUMBER: 070-07201 FILM NUMBER: 94520938 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 POS AMC 1 AMENDMENT NO. 14 File No. 70-7201 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________ FORM U-1 POST-EFFECTIVE AMENDMENT NO. 14 PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ________________________________________ Names of Companies filing this statement and addresses of principal executive offices: Leidy Hub, Inc. 10 Lafayette Square Buffalo, New York 14203 (formerly Enerop Corporation) Name of Top Registered Holding Company NATIONAL FUEL GAS COMPANY Names and Addresses of Agents for Service: G. T. Wehrlin, Secretary D. F. Smith Leidy Hub, Inc. 10 Lafayette Square 10 Lafayette Square Buffalo, New York 14203 Buffalo, New York 14203 It is respectfully requested that the Commission send copies of all notices, orders and communications to: Kyle G. Storie 10 Lafayette Square Buffalo, New York 14203 Item 1. Description of Proposed Transaction. Effective December 29, 1993, Enerop Corporation, a New York business corporation, changed its name to Leidy Hub, Inc. ("Leidy"). Leidy is a wholly-owned subsidiary of National Fuel Gas Company ("National"). National is a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended ("Act"). Neither National, nor any of the subsidiaries of National other than Leidy, join in this Post-Effective Amendment to the Application Declaration on file in this proceeding. A. History of this file to date. Metscan, Inc. ("Metscan") is a New York corporation with its principal place of business located at 1450 Rochester Street, Lima, New York, 14485. Metscan developed a low cost and efficient electronic automatic meter reading device ("AMD"), that provides an economical and efficient method of reading residential natural gas utility meters. The AMD is a microprocessor which is affixed to a gas meter and which accumulates and stores information regarding natural gas usage by a customer and transmits it by telephone line to a computer. This information is then available for billing purposes. The Metscan system, i.e., the attachment of the AMD to a gas meter, and its connection by telephone line to a computer (i) improves meter reading efficiency, as accurate readings can be received electronically, (ii) enhances meter security and theft detection, because actual consumption data is phoned in monthly (or possibly daily) and the AMD has a tamper alarm, and (iii) enhances consumption monitoring by the ability to provide daily consumption data. National Fuel Gas Distribution Corporation ("Distribution"), National's public utility subsidiary and an affiliate of Leidy, worked with Metscan in conducting a small field-test of the Metscan system in the fall of 1985. Both Distribution and Metscan were satisfied with the results. Therefore, National requested, and on May 1, 1986 received, an order in this file (HCAR. No. 35-24081) authorizing it to lend Metscan the sum of $200,000 in exchange for a promissory note. Pursuant to this Order, National was authorized to convert this note to 80,000 shares of Class C Preferred Stock of Metscan at $2.50 per share. In 1987, Distribution installed more than 1,600 Metscan AMDs in its service territory in Erie, Pennsylvania and Buffalo, New York, as part of an expanded test program. This program confirmed the reliability and accuracy of the Metscan AMDs and their potential to provide accuracy and save money for Distribution. On March 18, 1988, National and Leidy received an order in this file (HCAR. No. 35-24604), which (i) authorized National to make a $442,500 contribution to the capital of Leidy, and to assign to Leidy its $200,000 investment in Metscan and the accompanying option to purchase Metscan stock, and (ii) authorized Leidy to contribute $442,500 to Metscan Technology Partners (the "Partnership") in return for a 9.96% interest in the Partnership. The $442,500 contribution to Leidy's capital investment occurred on March 25, 1988. On February 1, 1989, National assigned to Leidy its $200,000 investment in Metscan and the accompanying option to purchase Metscan stock. Pursuant to a third order in this file, issued on April 27, 1989 (HCAR. No. 35-24874), the SEC authorized the conversion of Leidy's aggregate $642,500 investment in Metscan and the Partnership to 257,000 shares of common stock of a new corporate entity to be formed by the "rollup" of Metscan and the Partnership. The rollup occurred on May 17, 1989. The entity formed by the rollup was designated Metscan Acquisition Corp. ("MAC"). On July 10, 1989, MAC changed its name to Metscan, Inc. ("Metscan"). As part of this rollup, all preexisting Metscan or Partnership notes, all preexisting Metscan preferred stock, all preexisting options, and all preexisting Partnership interests, which were either convertible into common stock of Metscan, or exercisable for common stock of Metscan, were so converted or exercised, or were modified to be exercisable into common stock of MAC and then exercised. Also, all Metscan shares were exchanged for an equal number of shares of common stock of MAC. (All MAC shares are now Metscan shares by virtue of the aforementioned name change.) Thus, as a result of all of the aforementioned actions, Leidy owned 257,000 shares of Metscan common stock, at a cost of $642,500, in mid-1989. Leidy in 1990 requested, and obtained, a fourth order in this file, which was issued on September 7, 1990 (HCAR. No. 35-25143). This order permitted Leidy to acquire 143,000 additional shares of Metscan common stock for $357,500 ($2.50 per share), and 39,500 shares of Metscan Series A preferred stock, $4 par value for $158,000 ($4 per share). Those shares were acquired on September 26, 1990. Leidy received a fifth order in regard to this file on July 21, 1991 (HCAR. No. 35-25346). This order authorized Leidy to purchase 17,000 additional shares of Metscan Series A preferred stock for $68,000. Leidy's total investment in Metscan to date is $1,226,000. B. The proposed transaction. On September 15, 1993, Leidy (then Enerop) entered into the Class B Convertible Preferred Stock Purchase Agreement attached as Exhibit B-14 (the "Purchase Agreement") whereby, subject to approval of the Commission as sought in this Amendment, Leidy will purchase 29,167 out of 2,736,667 shares of newly issued Metscan, Inc. Class B Convertible Preferred Stock, $.01 par value ("Class B Preferred"). The several purchasers listed in Schedule I of the Purchase Agreement (the "Other Purchasers") also bought Class B Preferred in the amounts indicated on Schedule I. The purchase price for the Class B Preferred is $1.20 per share. The entire capital investment of all purchasers is $3,284,000.00 of which Leidy would be investing $35,000.00. This $35,000.00 is being held in escrow pending approval of this Amendment (See Exhibit B-19). Upon consummation of the proposed acquisition, Leidy will own 7.31% of Metscan's Common Stock, 9.83% of the Series A Preferred Stock and 1.07% of the Series B Preferred Stock, or about 5.52% of the actual and potential equity investment in Metscan. (See "Exhibit B-15"). Additionally, as set forth in the Restated Certificate of Incorporation of Metscan, Inc. ("Exhibit A-3") the Series B Preferred Shareholders will have certain preferential rights regarding (i) election of Board members, (ii) payment of dividends, and (iii) liquidation rights as well as other protective provisions. This will effectively reduce Leidy's control over Metscan because Leidy has such a small percentage of the Series B Prefered vis-a-vis the Other Purchasers. The capital infusion by the Other Purchasers and Leidy will, however, allow Metscan to continue to operate and further develop its products, thus enhancing the possibility of Leidy receiving a return on its total investment. Metscan will use the $35,000.00 investment for working capital and/or to fund ongoing product development efforts. Metscan has operated, and will continue to operate, as a business, and will in this connection, among other things, conduct manufacturing, sales and related activities essential to the commercial success of its automatic meter reading system, either directly or through agents under its control. Leidy has not undertaken, and will not undertake, Metscan's business activities. Ongoing business dealings between Leidy and Metscan have been and are expected to continue to be conducted in the ordinary course of business. Leidy will not, directly or indirectly, lend or in any manner extend credit to, nor indemnify, nor make any donation or capital contribution to, Metscan, without prior Commission approval. Leidy will divest itself of all interest in Metscan ten years from the date of its purchase of the Series B Preferred Stock. Item 2. Fees Commissions and Expenses None. Item 3. Applicable Statutory Provisions. Sections 9(a) and 10 of the Act and Rules 23 and 24 are considered to be applicable to the proposed transaction. Applicable Statutory Provision Transaction. Sections 9(a) and 10, Acquisition by Leidy of 29,167 Rules 23 and 24. shares of Metscan Series B Preferred Stock. It is believed that the proposed acquisition is in the interests of investors, consumers and the public, and will not unduly complicate the capital structure of Leidy. To the extent that the proposed transaction is considered by the Commission to require authorization, approval or exemption under any section of the Act or provision of the Rules or Regulations other than those specifically set forth herein, request for such authorization, approval or exemption is hereby made. Item 4. Regulatory Approval. No consent or approval of any state commission or any federal commission (other than the Securities and Exchange Commission) is required with respect to the transaction proposed herein. Item 5. Procedures. The Commission is requested to issue a supplemental order pursuant to the provisions of Rule 23 permitting this Post-Effective Amendment to become effective on or before March 31, 1994. If a hearing is ordered, Applicant waives a recommended decision by a hearing officer or other responsible officer of the Commission. Applicant consents that the Office of Public Utility Regulation may assist in the preparation of the commission's decision and/or order and requests that the Commission's order become effective upon issuance. Item 6. Exhibits and Financial Statements. B-21 Metscan, Inc. Shares Issued and Outstanding as of December 31, 1993 SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned thereunto duly authorized. Dated: April 8, 1994 LEIDY HUB, INC. By: /s/G. T. Wehrlin G. T. Wehrlin, Secretary EX-99 2 SHARES ISSUED AND OUTSTANDING
EXHIBIT B-21 METSCAN, INC. SHARES ISSUED AND OUTSTANDING AS OF DECEMBER 31, 1993 Prefer- red A % of Preferred % of Common # % of # of Prefer- B # of Prefer- % of of Shares Common Shares red A Shares red B Total Total CU Gas 1,000,000 18.29% 254,500 44.30% 83,333 3.08% 1,337,833 15.29% Enerop Corporation 400,000 7.31% 56,500 9.83% 0* 0.00%* 456,500* 5.22%* Equitable Resources Energy Company 2,750,000 50.29% 254,500 44.30% 408,333 15.08% 3,412,833 39.00% Newport America Corporation 240,000 4.39% 9,000 1.57% 0 0.00% 249,000 2.85% Wilmington Securities, Inc. 616,913 11.28% 0 0.00% 37,500 1.39% 654,413 7.48% Management 461,833 8.44% 0 0.00% 0 0.00% 461,833 5.28% Enertek Partners, L.P. 0 0.00% 0 0.00% 625,000 23.08% 625,000 7.14% New York Business Venture Partnership 0 0.00% 0 0.00% 1,250,000 46.17% 1,250,000 14.28% Jess L. Belser 0 0.00% 0 0.00% 125,000 4.62% 125,000 1.43% Scott T. Jones 0 0.00% 0 0.00% 133,333 4.92% 133,333 1.52% Peter A. Fried 0 0.00% 0 0.00% 20,000 0.74% 20,000 0.23% James J. O'Neill 0 0.00% 0 0.00% 16,667 0.62% 16,667 0.19% Sherri Croasdale 0 0.00% 0 0.00% 8,333 0.31% 8,333 0.10% _________ _______ _______ _______ _________ _______ _________ _______ Total 5,468,746 100.00% 574,500 100.00% 2,707,500* 100.00% 8,750,746* 100.00%
*Does not include 29,167 to be purchased by Leidy, whereupon Leidy will own 1.07% of the Series B Preferred (29,167/2,736,667) and 5.52% of all outstanding shares of Metscan. (485,667/8,799,913) -----END PRIVACY-ENHANCED MESSAGE-----