-----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, sJnOj12wVnob4p2kLmGA6RIJrjpCfouNYQ7SajWwPoOJGQJAred2UkWgeYazOUeE v6hR4wdrNV3amQZ8jB9yew== 0000070145-95-000025.txt : 19950601 0000070145-95-000025.hdr.sgml : 19950601 ACCESSION NUMBER: 0000070145-95-000025 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950301 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08579 FILM NUMBER: 95517448 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 U-1 1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________ U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ______________________________________________ Names of Companies filing this statement and addresses of principal executive offices: National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 ______________________________________________ Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY Names and Addresses of Agent for Service: Philip C. Ackerman Gerald T. Wehrlin Senior Vice President Controller National Fuel Gas Company National Fuel Gas Company 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, Esq. 10 Lafayette Square Buffalo, New York 14203 Item No. 1. Description of Proposed Transaction By Order dated July 6, 1988 (HCAR No. 24673) National Fuel Gas Company ("National"), a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended ("Act"), was authorized to issue and sell from time to time through December 31, 1991, up to one million shares of its authorized but unissued common stock, no par value to such bank or trust company as National may from time to time designate agent for the participants in National's Dividend Reinvestment and Stock Purchase Plan, as amended (the "Plan"). Through December 31, 1991, National issued and sold 714,828 shares of Common Stock under the Plan. The cumulative proceeds from the sale of the Common Stock amounted to $15,697,649.06. Those proceeds were utilized to repay short-term debt from time to time, for interest and dividend requirements, and general corporate purposes. No shares of Common Stock have been issued under the Plan since December 31, 1991. Rather, cash dividends on all shares of Common Stock received from, or optional cash payments made by shareholders participating in the Plan have been reinvested solely through open market purchases of National's Common Stock. Through December 16, 1994, 742,318 shares of Common Stock have been purchased on the open market for distribution under the Plan. The original registration statement filed with the Commission registered up to 1,000,000 shares of National Common Stock for distribution under the Plan. Because the combined number of originally issued and open market purchased shares had exceeded 1,000,000, the Company filed a registration statement (No. 33-51881) with the Commission on January 12, 1994, to register 1,000,000 additional shares of the Company's common stock for offer and sale under the Plan. The Plan is fully described in that registration statement which is filed as Amendment C to this Declaration and all material aspects of the Plan as set out in File No. 70-7519, as amended remain unchanged. National wishes to again obtain authority to issue original issue shares of Common Stock under the Plan. National also reserves the right to invest the cash dividends of shareholders participating in the Plan through open market purchases of National's Common Stock. National will make such a decision from time to time based upon its needs for Common Stock, and the price and availability of its Common Stock on the market. Accordingly, National hereby seeks authorization to issue and sell, from time to time through December 31, 2000, up to an additional two million shares of its authorized but unissued common stock, $1.00 par value ("Additional Common Stock"), to Chemical Bank (or such other bank or trust company as National may from time to time designate) as agent for the participants in the Plan. Use of Proceeds Applicant-Declarant intends to use the proceeds from the sale of the Additional Common Stock to repay existing short-term and long-term debt, to pay interest and dividends and for other corporate purposes. In addition, National proposes to, from time to time, use the proceeds to make additional capital contributions to its wholly owned subsidiaries. Capital contributions to National's subsidiaries from the proceeds of the sale of Additional Common Stock shall not, in any one year, exceed the amount that the applicable subsidiary is authorized to borrow from National's Money Pool pursuant to HCAR No. 25925 or any subsequent Money Pool authorization. (SEC File No. 70-8297). Item 2. Fees, Commissions and Expenses Expenses related to New Additional Common Stock are as follows: Filing Fees-- Securities and Exchange Commission U-1 $2,000 S-3 $13,552 Listing Fee-- New York Stock Exchange $1,500 Printing and Engraving $12,500 Legal Fees $35,000 Accounting Fees $10,000 Transfer Agent and Registrar Fee $76,000 Miscellaneous $5,000 Total $155,552 Item 3. Applicable Statutory Provisions. Sections 6, 7(a), 12(b) and Rules 23 and 45 are applicable to the transactions contemplated hereunder. Applicable Provisions Proposed Transaction Sections 6 and 7(a) Original issuance of registered Rule 23 shares of National Common Stock under the Applicant's Dividend Reinvestment Program Section 12(b) and Capital contributions to Rule 45 subsidiaries of National from proceeds of sale of New Additional Common Stock To the extent that the proposals herein are considered by the SEC to require authorization, approval or exemption under any section of the Act or provision of the rule or regulations other than those specifically referred to herein, request for such authorization approval or exemption is hereby made. Item 4. Regulatory Authority No federal regulatory authority, other than the SEC, has jurisdiction over the proposals. No state regulatory authority has jurisdiction over the proposed transactions. Item 5. Procedure The SEC is requested to issue an order permitting the Application-Declaration to become effective by March 30, 1995, with respect to consummation of the transactions described herein, so that National will be in a position to issue Additional Common Stock related to its April 15 dividend date. National respectfully requests that the SEC's orders herein be entered pursuant to the provisions of Rule 23. If a hearing is ordered, Applicant-Declarant waives a recommended decision by a hearing officer, or any other responsible officer of the SEC, and agrees that the Division of Investment Management, Office of Public Utility Regulation may assist in the preparation of the SEC's decision and/or order. Item 6. Exhibits and Financial Statements (a) Exhibits. *A-1 Restated Certificate of Incorporation of National, dated March 15, 1985 filed as Exhibit A-4 in File No. 70-6667. *A-2 Certificate of Amendment to Restated Certificate of Incorporation of National, dated March 16, 1987 filed as Exhibit A-3 to Rule 24 Certificate in File No. 70-7334. *A-3 Certificate of Amendment to Restated Certificate of Incorporation of National, dated February 18, 1988 filed as Exhibit A-4 to File No. 70-7519, as amended. *A-4 Certificate of Amendment of Restated Certificate of Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form 10-K for fiscal year ended September 30, 1992). *A-5 By-Laws of National, as amended through June 9, 1994 and currently in effect (Exhibit 3.1 to Form 10-K for fiscal year ended September 30, 1994). *C-1 Registration Statement of National on Form S-3 under the 1933 Act relating to the Additional Common Stock (File No. 33-51881). F-1 Opinion of Stryker, Tams & Dill. G Financial Data Schedule H-1 Proposed Form of Notice. (b) Financial Statements S-1 Consolidated Balance Sheet as of December 31, 1994. S-2 Consolidated Statement of Income and Earnings Reinvested in the Business for the twelve months ended December 31, 1994. S-3 Notes to Consolidated Financial Statements. No material changes not in the ordinary course of business have occurred since December 31, 1994. * Incorporated by reference. Item 7. The proposed transactions outlined herein involve no action which will significantly affect the quality of the environment. No federal agency has prepared or is preparing an environmental impact statement with respect to the transactions proposed in the Application-Declaration. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Dated: March 1, 1995 NATIONAL FUEL GAS COMPANY By: /s/Gerald T. Wehrlin Gerald T. Wehrlin Controller EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. Exhibit G
OPUR1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S CONSOLIDATED STATEMENT OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 AND THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 0000070145 NATIONAL FUEL GAS COMPANY 12-MOS SEP-30-1995 JAN-01-1994 DEC-31-1994 PER-BOOK 1,571,611 0 255,390 14,140 200,477 2,041,618 37,366 381,426 375,013 793,805 0 0 404,000 154,600 0 0 154,500 0 0 0 534,713 2,041,618 1,102,745 48,130 928,879 977,009 125,736 3,460 129,196 48,700 79,907 0 79,907 58,236 38,188 0 2.14 2.14
EX-99 3 Exhibit F-1 February 28, 1995 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: National Fuel Gas Company U-1 Application-Declaration Ladies and Gentlemen: This opinion relates to the Application-Declaration (the "Application-Declaration"), filed on or about the date hereof by National Fuel Gas Company ("National") under the Public Utility Holding Company Act of 1935, as amended, seeking authorization to issue and sell, from time to time through December 31, 2000, up to an additional 2,000,000 shares of its authorized but unissued common stock, $1.00 par value per share (the "Additional Common Stock"), pursuant to the terms of its Dividend Reinvestment and Stock Purchase Plan, as amended (the "Plan"). In this connection, we have examined the Restated Certificate of Incorporation and By-Laws of the Company, each as amended to date, the pertinent Plan documents, the description of the Plan in the registration statement heretofore filed by National in respect of the Plan (No. 33-51881), and such other documents, certificates and corporate records, and such questions of law, as we have deemed necessary for the purpose of rendering this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. If (i) the proposed transaction is consummated in accordance with the Application-Declaration and the order or orders of the Securities and Exchange Commission thereon, (ii) the Additional Common Stock is duly registered under the Securities Act of 1933, as amended, and the registration statement of National with respect thereto is duly filed and becomes, and remains, effective, (iii) the Securities and Exchange Commission February 28, 1995 Page 2 Board of Directors of National, or a duly appointed committee thereof, shall have authorized the issuance and sale of the Additional Common Stock pursuant to and in accordance with the terms of the Plan, (iv) the Additional Common Stock, upon issuance, is duly credited to Plan participants by the Plan Agent, and (v) with respect to certificated shares of Additional Common Stock, the certificates representing those shares have been duly executed, countersigned, registered and delivered pursuant to the terms of, and subject to the conditions set forth in, the Plan, and the consideration therefor shall have been received by the Company: (A) All laws of the State of New Jersey that we consider applicable to the proposed transaction will have been complied with; (B) The Additional Common Stock issued and sold by National pursuant to the Plan will be validly issued, fully paid and non-assessable and the holders of the Additional Common Stock so issued and sold will be entitled to the rights and privileges pertaining thereto, as set forth in the Restated Certificate of Incorporation of National, as amended; and (C) The legal rights of the holders of any securities heretofore issued by National will not have been violated. We consent to the filing of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/Charles Friedrich STRYKER, TAMS & DILL EX-99 4 EXHIBIT H-1 [Suggested Form of Notice of Proposed Transaction] UNITED STATES OF AMERICA before the SECURITIES EXCHANGE COMMISSION PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Release No. _______________ __________________________________ In the Matter of NATIONAL FUEL GAS COMPANY 10 Lafayette Square Buffalo, New York 14203 File No. ( ) __________________________________ NOTICE OF PROPOSAL TO ISSUE ADDITIONAL COMMON STOCK TO DIVIDEND REINVESTMENT PLAN National Fuel Gas Company ("National"), 10 Lafayette Square, Buffalo, New York 14203, a registered holding company, has filed a declaration pursuant to Sections 6(a), 7, and 12(b) of the Public Utility Holding Company Act of 1935, as amended, and Rules 23 and 45 promulgated thereunder. Pursuant to the Commission's Order in HCAR No. 24673 issued July 6, 1988, National was authorized to issue and deliver from time to time up to 1,000,000 shares of its authorized but unissued common stock, to the trustee of its Dividend Reinvestment Plan ("DRP"). As of December 31, 1991, 714,828 shares of Common Stock had been issued under the Plan. No shares of Common Stock have been issued under the DRP since December 31, 1991. Rather shares of Common Stock distributed under the DRP since that time have been purchased on the open market. National now proposes to resume using original issue shares of common stock, $1.00 par value, under the DRP (the "Additional Common Stock") and seeks to issue and sell from time to time through December 31, 2000, up to two million shares of Additional Common Stock for that purpose. Jonathan G. Katz Secretary EX-99 5 Exhibit S-1 National Fuel Gas Company Consolidated Balance Sheet December 31, 1994 (Unaudited) (Thousands of Dollars) ASSETS Property, Plant and Equipment $2,209,617 Less - Accumulated Depreciation, Depletion and Amortization 638,006 1,571,611 Current Assets Cash and Temporary Cash Investments 20,945 Receivables - Net 118,868 Unbilled Utility Revenue 52,151 Gas Stored Underground 20,878 Materials and Supplies - at average cost 24,251 Unrecovered Purchased Gas Costs 178 Prepayments 18,119 255,390 Other Assets Recoverable Future Taxes 99,381 Unamortized Debt Expense 27,826 Other Regulatory Assets 43,446 Deferred Charges 14,140 Other 29,824 214,617 $2,041,618 See Notes to Consolidated Financial Statements National Fuel Gas Company Consolidated Balance Sheet December 31, 1994 (Unaudited) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common Stock Equity Common Stock, $1 Par Value Authorized - 100,000,000 Shares; Issued and Outstanding - 37,365,668 Shares $ 37,366 Paid in Capital 381,426 Earnings Reinvested in the Business 375,013 Total Common Stock Equity 793,805 Long-Term Debt, Net of Current Portion 404,000 Total Capitalization 1,197,805 Current and Accrued Liabilities Notes Payable to Banks and Commercial Paper 154,600 Current Portion of Long-Term Debt 154,500 Accounts Payable 53,465 Amounts Payable to Customers 34,324 Other Accruals and Current Liabilities 79,357 476,246 Deferred Credits Accumulated Deferred Income Taxes 276,758 Taxes Refundable to Customers 31,688 Unamortized Investment Tax Credit 13,886 Other Deferred Credits 45,235 367,567 Commitments and Contingencies - $2,041,618 See Notes to Consolidated Financial Statements EX-99 6 Exhibit S-2 National Fuel Gas Company Consolidated Statement of Income and Earnings Reinvested in the Business Twelve Months Ended December 31, 1994 (Unaudited) (Thousands of Dollars) INCOME Operating Revenues $1,102,745 Operating Expenses Purchased Gas 456,935 Operation Expense 263,707 Maintenance 31,455 Property, Franchise and Other Taxes 101,574 Depreciation, Depletion and Amortization 75,208 Income Taxes - Net 48,130 977,009 Operating Income 125,736 Other Income 3,460 Income Before Interest Charges 129,196 Interest Charges Interest on Long-Term Debt 38,188 Other Interest 10,512 48,700 Income Before Cumulative Effect 80,496 Cumulative Effect of Change in Accounting (589) Net Income Available for Common Stock 79,907 EARNINGS REINVESTED IN THE BUSINESS Balance at January 1 353,342 Dividends on Common Stock 58,236 Balance at December 31 $375,013 Earnings Per Common Share Income Before Cumulative Effect $2.16 Cumulative Effect of Change in Accounting (.02) Net Income Available for Common Stock $2.14 Weighted Average Common Shares Outstanding 37,190,689 See Notes to Consolidated Financial Statements EX-99 7 Exhibit S-2 National Fuel Gas Company Notes to Consolidated Financial Statements 1. The Notes to Consolidated Financial Statements appearing on pages 58 to 88 of National Fuel Gas Company's September 30, 1994 Form 10-K are incorporated herein by reference. 2. The Notes to Consolidated Financial Statements appearing on pages 7 to 11 of National Fuel Gas Company's December 31, 1994 Form 10-Q are incorporated herein by reference. 3. Analysis of Investments in Associated Companies at December 31, 1994 (thousands of dollars): Par Earnings Total or Stated Reinvested Unremitted Investment Value of in the Earnings in Associated Subsidiary Paid in Business at Since Companies at Stock Capital Acquisition Acquisition Equity Registrant: Distribution Corporation $ 59,170 $121,668 $4,636 $208,599 $394,073 Supply Corp. 25,345 35,833 2,453 135,276 198,907 Seneca Resources 500 104,035 6 5,673 110,214 Leidy Hub 4 1,039 - (413) 630 Highland 5 445 - 4,250 4,700 UCI 1 5,959 - (2,755) 3,205 Data-Track 1 499 - 110 610 National Fuel Resources 10 3,490 - 2,574 6,074 Consolidating Adjustment - - - 5,120 5,120 85,036 272,968 7,095 358,434 723,533 Supply Corporation: Seneca Resources - 61 - - 61 $ 85,036 $273,029 $7,095 $358,434 $723,594 -----END PRIVACY-ENHANCED MESSAGE-----