-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TbQ+HN++ZBuzUtvqhxoCsNmn73KWpVm+ZENOwoywFNKPbBIjrjAlAEHzoWKDpU3e JDrRirqWRvEsWtHLat+sVQ== 0000070145-95-000075.txt : 19951030 0000070145-95-000075.hdr.sgml : 19951030 ACCESSION NUMBER: 0000070145-95-000075 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 19951027 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: 070-08729 FILM NUMBER: 95585016 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 U-1 1 PAGE 1 OF 16 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 APPLICATION - DECLARATION 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 National Fuel Gas 10 Lafayette Square Distribution Corporation Buffalo, New York 14203 10 Lafayette Square Buffalo, New York 14203 National Fuel Gas Supply Corporation Seneca Resources Corporation 10 Lafayette Square 10 Lafayette Square Buffalo, New York 14203 Buffalo, New York 14203 Utility Constructors, Inc. Highland Land & Minerals, Inc. East Erie Extension 10 Lafayette Square Linesville, Pennsylvania 16424 Buffalo, New York 14203 Leidy Hub, Inc. Data-Track Account Services, Inc. 10 Lafayette Square 10 Lafayette Square Buffalo, New York 14203 Buffalo, New York l4203 National Fuel Resources, Inc. Horizon Energy Development, Inc. 478 Main Street 10 Lafayette Square Buffalo, New York 14202 Buffalo, New York 14203 Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY Names and Addresses of Agents for Service: P. C. Ackerman A. M. Cellino, Secretary Senior Vice President 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. National Fuel Gas Distribution Corporation 10 Lafayette Square, Suite 1500 Buffalo, New York 14203 PAGE 2 OF 16 Item 1. Description of Proposed Transactions National Fuel Gas Company ("National") is a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended ("Act"). Each wholly-owned subsidiary of National has joined in this application-declaration. Such subsidiaries include National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply"), Seneca Resources Corporation ("Seneca"), Utility Constructors, Inc. ("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy Hub, Inc. ("Leidy"), Horizon Energy Development, Inc. ("Horizon"), Data-Track Account Services, Inc. ("Data-Track"), and National Fuel Resources, Inc. ("NFR"). National and its subsidiaries are collectively referred to herein as the National Fuel Gas System ("System"). National and its subsidiaries have filed this application-declaration in connection with their 1996-2000 short-term financing program. Applicant-declarants seek authorization from the Commission for National to renew and/or increase its commercial paper facilities and to establish external short-term credit facilities through December 31, 2000. Applicant-declarants further seek authorization for National to issue commercial paper and/or incur borrowings for its own account and also to loan some or all of the proceeds from such borrowings to its subsidiaries to the extent that such loans are not exempt under 17 CFR 250.52 ("Rule 52"). In addition, authorization is requested for National to continue a money pool arrangement among National and its subsidiaries. Further, National has and will continue to enter into interest rate and currency exchange agreements ("Swap Agreements") with one or more parties in order to achieve interest rate protection with respect to a portion of its short-term indebtedness which may be outstanding from time to time. National hereby seeks authority to allocate expenses, payments and receipts associated with such interest swaps amongst its subsidiaries participating in the money pool arrangement. BORROWING REQUIREMENTS Pursuant to Rule 52, loans from National to any of its subsidiaries except Distribution are exempt transactions under the Act. Since, however, National must obtain authorization to borrow the funds it lends to its subsidiaries, the following information regarding the borrowing requirements of National and each of its subsidiaries is being provided to substantiate the dollar amount of borrowings for which National is seeking authorization. PAGE 3 OF 16 National It is anticipated that, from to time during 1996 through 2000, National may need to incur short-term borrowings for its own corporate purposes, including Project Activities as described below under Horizon's borrowing requirements, in amounts up to $75 million. Distribution It is anticipated that, from time to time during 1996 through 2000, Distribution will need to incur short term borrowings of up to $315 million from sources external to Distribution. This borrowing requirement arises in connection with Distribution's construction program, the financing of purchased gas costs and accounts receivable, the financing of gas supplies to be placed in storage, the payment of pipeline demand charges, the maturity or refunding of medium-term and/or long term notes and debentures, and other general corporate purposes. Supply It is anticipated that, from time to time during 1996 through 2000, Supply will need to incur short-term borrowings of up to $175 million from sources external to Supply. This borrowing requirement arises in connection with Supply's proposed construction program, working capital requirements in connection with the provision of natural gas storage and transportation services, the financing of accounts receivable, the maturity or refunding of medium-term and/or long term notes and debentures, and other general corporate purposes. Seneca It is anticipated that, from time to time during 1996 through 2000, Seneca will need to incur short-term borrowings of up to $200 million from sources external to Seneca. This borrowing requirement arises from Seneca's oil and gas exploration program, including lease acquisition, geological and geophysical programs, well construction and completion, the construction or acquisition of production and transportation facilities, the maturity or refunding of medium-term and/or long term notes and debentures, and other general corporate purposes. UCI UCI ceased active operations on May 15, 1995 and sold its operating assets on May 23, 1995. It is anticipated that UCI will wind up its business and be dissolved. There are, however, outstanding legal and operating issues which need to be addressed. Accordingly, it is anticipated that, from time to time during 1996 PAGE 4 OF 16 through 2000, UCI will need to incur short-term borrowings of up to $3 million from sources external to UCI. Highland It is anticipated that, from time to time during 1996 through 2000, Highland will need to incur short-term borrowings of up to $5 million from sources external to Highland. This borrowing requirement will enable Highland to have an available source of capital to replace existing equipment or acquire additional equipment. Also, this capital could be used to increase internal inventory levels (i.e., stockpile logs or timber), to finance its own accounts receivable resulting from possible increased volumes of business, and the differences in the timing between the payments made to subcontractors and the payments received from customers, and for other general corporate purposes. Leidy It is anticipated that, from time to time during 1996 through 2000, Leidy will need to incur short-term borrowings of up to $5 million from sources external to Leidy. This borrowing requirement will arise in connection with Leidy's natural gas market area hub activities including Leidy's participation in Ellisburg-Leidy Northeast Hub Company, Enerchange, L.L.C. and QuickTrade, L.L.C. and for other general corporate purposes. Data-Track It is anticipated that, from time to time during 1996 through 2000, Data-Track will need to incur short-term borrowings of up to $1 million from sources external to Data-Track. This borrowing requirement will arise from the acquisition of and/or operating expenses of computerized telephone equipment to be utilized in Data-Track's collection efforts undertaken on behalf of System companies, and for other general corporate purposes. NFR It is anticipated that, from time to time during 1996 through 2000, NFR will need to incur short-term borrowings of up to $25 million from sources external to NFR. This borrowing requirement will arise in connection with the acquisition and marketing/brokering of natural gas and electricity (if and when NFR's electric brokering/marketing U-1 (File No. 70-8651) is approved), the development of gathering, production and storage facilities related to its gas marketing efforts, development of independent power projects (upon approval of the Commission, if necessary) and for other general corporate purposes. PAGE 5 OF 16 Horizon It is anticipated that, from time to time, during 1996 through 2000, Horizon will need to incur short-term borrowings of up to $75 million from sources external to Horizon. This borrowing requirement will arise from Project Activities undertaken by Horizon under authority granted by the Commission in File No. 70-8649; HCAR 35-26364, August 29, 1995. Project Activities include development activities concerning investments in, and financing the acquisition of, one or more companies ("Intermediate Companies') engaged directly or indirectly and exclusively in the business of holding the securities of one or more exempt wholesale generators, ("EWGs"), and foreign utility companies ("FUCOs"). Project Activities also include consulting services and development activities throughout the United States regarding qualifying cogeneration and small power production facilities as defined in the Public Utility Regulatory Policies Act of 1978, and independent power production facilities. Neither National nor any of its subsidiaries currently has an ownership interest in an EWG or a FUCO as defined in Sections 32 and 33 of the Act. None of the proceeds from the sale of commercial paper and/or short-term notes by National or any of its subsidiaries will be used for the acquisition of an interest in an EWG or a FUCO with the exception of the following (i) Project Activities of National and Horizon described in File No. 70-8649 and authorized in HCAR 35-26364 (August 29, 1995) and (ii) investment by NFR or a subsidiary of NFR (if and when formed) of up to $25 million in all or a portion of an EWG(s) or FUCO(s). MONEY POOL ARRANGEMENT At certain times during the year, National and certain of its subsidiaries generate surplus funds. Previously, the Commission has authorized short-term loans of such surplus funds between subsidiaries participating in the money-pool arrangement (File No. 70-6927: HCAR No. 23193 December 30, 1983, HCAR No. 23598, February 12, 1985; File No. 70-7177: HCAR No. 23958, December 20, 1985, HCAR No. 24435, August 3, 1987; File No. 70-7438: HCAR No. 24551, December 29, 1987, HCAR No. 24551A, January 7, 1988, HCAR No. 24785, December 20, 1988; File No. 70-7691: HCAR No. 25013, December 27, 1989, HCAR No. 25265, March 5, 1991; File No. 70-7894 HCAR No. 25439, December 23, 1991; File No. 70-8297: HCAR No. 25964, December 29, 1993). National proposes that such intra-system borrowing arrangements be authorized to continue in the form of a money pool arrangement. During the years 1996 through 2000, it is anticipated that National and/or its subsidiaries will have, on an aggregate basis, as much as $30 million in surplus funds at any particular point in time which could be made available to other subsidiaries through the money pool. Each PAGE 6 OF 16 subsidiary may contribute excess funds to the money pool from time to time. National will administer the money pool and coordinate the System's short-term borrowings. Borrowings outside the System, when necessary, will be made by National through the issuance and sale of commercial paper and/or borrowings from banks or other financial institutions. Such borrowed amounts will be included in the money pool. Thus, the money pool funds will be derived from one or more of the following sources: 1) surplus funds of National and/or of its subsidiaries; 2) proceeds from National's sale of commercial paper; 3) borrowings by National from banks or other financial institutions. National proposes to administer the money pool by matching up, to the extent possible, the short-term cash surpluses and borrowing requirements of itself and its subsidiaries. Subsidiary requests for short-term loans would be met first from available surplus funds of the other subsidiaries, and then from National's corporate funds, to the extent available. Once these sources of funds become insufficient to meet the short-term loan requests, borrowings will be made by National through the issuance and sale of commercial paper and/or under borrowing facilities with banks or other financial institutions. Borrowings from the Money Pool Pursuant to Rule 52, borrowings from the money pool by any of National's subsidiaries except Distribution are exempt transactions under the Act. Distribution hereby seeks approval to make borrowings from the money pool up to a maximum principal amount of $315 million. Distribution proposes to repay borrowings from the money pool principally by means of funds received as a result of providing services to its customers under its tariffs, and from the possible sale of debt or equity securities. National will not make borrowings from any of the subsidiaries through the money pool. National's borrowings, if any, will be directly from commercial paper issuances and/or borrowings from banks or other financial institutions. Borrowings from the money pool, and repayments thereof, will be adequately documented and will be evidenced on the books of each participant who is borrowing funds or lending surplus funds through the money pool. PAGE 7 OF 16 If only internal funds (surplus funds of National and certain subsidiaries) make up the funds available in the money pool, the interest rate applicable and payable to or by subsidiaries for all loans of such internal funds will be the rates for high-grade unsecured 30-day commercial paper sold through dealers by major corporations as quoted in The Wall Street Journal. If external funds (funds borrowed by National either through commercial paper or loans from banks or other financial institutions) make up all of the funds available in the money pool, or when both surplus funds from other participating subsidiaries and external funds are concurrently borrowed through the money pool, the interest rate applicable to all such borrowings and payable by borrowing subsidiaries will be equal to National's net cost for such external borrowings. Interest will be payable by the borrowing subsidiary until the principal amount borrowed is fully repaid. Commercial Paper/Lines of Credit If intra-system sources of funds are insufficient to meet short-term loan requests, National proposes to issue and sell from time to time during the period from January 1, 1996, through December 31, 2000, (i) up to $300 million aggregate principal amount at any one time outstanding of its commercial paper directly or through one or more dealers or placement agents, and/or (ii) short-term unsecured notes to banks or financial institutions. National will make the proceeds from such borrowings available to its subsidiaries through the money pool. While National's current commercial paper program and current committed line of credit are each $105 million, it may decrease its commercial paper program, or increase its commercial paper program up to as much as $300 million, at any given point over the next five years. If National were to increase its commercial paper program, it would likely increase its current committed line of credit by an amount equal to any increase in the commercial paper program. The maximum interest rate which National will pay on commercial paper shall not exceed 200 basis points over U.S. Treasury Securities having comparable terms to maturity in effect on the date of issue. Credit Facilities with Banks and other Financial Institutions National proposes to establish credit facilities with various banks and/or other financial institutions and to issue and PAGE 8 OF 16 sell from time to time during the period from January 1, 1996 through December 31, 2000, short-term unsecured notes in an aggregate principal amount not to exceed $600 million. These proceeds will be made available to National's subsidiaries through the money pool. National's aggregate principal amount of external short-term unsecured notes and commercial paper outstanding at any one time shall never exceed $600 million. The banks and financial institutions with which National currently has credit facilities, and the estimated maximum principal amount to be borrowed and outstanding at any one time from each of them, are as follows: Amount of Line The Chase Manhattan Bank, N.A. $125 million Fleet Bank of New York, N.A. $35 million Manufacturers and Traders Trust Company $70 million Marine Midland Bank, N.A. $70 million Chemical Bank $50 million Premium Funding, Inc. $50 million PNC Bank, N.A. $40 million Citicorp Securities, Inc. $50 million Industrial Bank of Japan, Limited New York Branch/Industrial Funding Corporation $35 million Bank of Boston $20 million Broadway Capital Corporation $50 million A credit facility with any listed bank or financial institution may be revised or terminated and other banks or financial institutions may be added to the list from time to time. The borrowing arrangements with these banks or financial institutions may require compensating balances and/or commitment fees or similar fees. National requests authority to incur, if necessary, commitment or similar fees not to exceed one-half (1/2) of one percent (1%) of average daily credit facility available, and/or compensating balances not to exceed twenty percent (20%) of the credit facility established. National, at all times, will attempt to negotiate the most favorable effective borrowing rate taking into account any compensating balances and/or fees. PAGE 9 OF 16 In addition to the credit facilities noted above, National has obtained a committed credit facility of $105 million which is shared among most of the banks listed above and is administered by Chase Manhattan Bank, N.A., as agent for the various banks. This committed facility acts as a back-up for National's commercial paper facilities, and likely will be modified by the same amount as any modification in the commercial paper facilities. Under each of these credit facilities, each unsecured note will be issued by National, will be dated as of the date of issue, will mature not later than twelve months from the date thereof. The notes issued and sold will bear interest up to the prime or base rate of interest in effect at each individual bank. The maximum interest rate which National will pay on short-term notes shall not exceed 200 basis points over U.S. Treasury Securities having comparable terms to maturity in effect on the date of issue. Interest Rate and Currency Exchange Agreements In addition to the commercial paper and credit facilities discussed above, National has and will continue to enter into interest rate and currency exchange agreements ("Swap Agreement(s)") with one or more parties ("Counterparty") on or before December 31, 2000. The term of each Swap Agreement could range from one month up to five years. The maximum principal amount of outstanding debt that would be covered under the Swap Agreements ("Covered Amounts") will not exceed $300 million. Through the Swap Agreements, National could effectively fix the interest rate on a portion of its outstanding short-term debt. The fixed interest rate would be negotiated between the parties to the Swap Agreement, and would be fixed for a period from one month to five years. The fixed interest rate for the Swap Agreement could also be based on a published index such as a LIBOR index or a commercial paper based index calculated by the Federal Reserve (H15). In no event will National enter into a Swap Agreement for a Covered Amount where the effective fixed rate of interest paid by National for such Covered Amount, inclusive of any intermediary fee, would exceed by more than 2.0% per annum, at the time of entering into any such Swap Agreement for a Covered Amount, the yield on direct obligations of the U.S. Government (i.e. Treasury Bonds, Notes, and Bills) as published by the Federal Reserve with maturities comparable to the maturity of such a swap contract. PAGE 10 OF 16 Allocation of Costs Costs, in the form of compensating balances and/or commitment or other fees, may be incurred to support the credit facilities. The aggregate of the operating balances of National, Distribution, Supply, Seneca, UCI, Highland, Leidy, Data-Track, Horizon and NFR are expected to cover the required compensating balance amounts. From time to time, National may be obligated to pay arrangement fees and/or legal fees and other expenses in connection with Swap Agreements. National hereby requests authority to allocate all such fees and expenses together with the payments made to or received from a Counterparty among each of applicant-declarants based upon each respective subsidiary's weighted average amount of borrowings outstanding during the period when such amounts are paid or received. In no event will National be authorized to allocate the costs or expenses for any Swap Agreements with a principal amount in excess of $300 million at any one time outstanding, and at no time will National be authorized to allocate such costs or expenses among the applicants-declarants if such costs and expenses would increase the cost of borrowing from the Money Pool by the applicant-declarants above the yield on direct U.S. Government Obligations with comparable maturities plus 2.0%. Item 2. Fees, Commissions and Expenses Filing Fee $ 2,000 Fees and Expense of Counsel for National (Estimated) 50,000 Short-term debt rating fees 250,000 Misc. Expenses (Estimated) 3,000 Legal Fees and Expenses for Counsel for Banks, etc. 50,000 Commitment and/or Arrangement Fees Payable Over Five-Year Period 500,000 $855,000 Item 3. Applicable Statutory Provisions Sections 6(a)(1), 7, 9(a), 10(a), 11(b)(1), 12(b) and 12(f) of the Act and Rules 23, 24, 42, 43, 45, 49(d) and 52 are considered applicable to the proposed transactions. PAGE 11 OF 16 The applicability of each of the sections and rules to each of the proposed transactions are set out as follows: Proposed Transaction Applicable Provisions Issuance of short-term Sec. 6(a)(1) notes by Participating Sec. 7 Subsidiaries to Money Pool. Rule 43, 52 Investment of proceeds Sec. 9(a) from Money Pool borrowing Sec. 10(a) by Seneca in prospect Sec. 11(b)(1) areas. Rule 49(d) Short-term investment of Sec. 12(b), 12(f) excess funds by Rule 45 Participating Subsidiaries in Money Pool to the extent those funds are borrowed by Distribution. Repayment of borrowed Rule 42, 52 funds by National to banks and other financial institutions and by Participating Subsidiaries to Money Pool. The issuance of short-term Sec. 6(a)(1) term notes by National to Sec. 7 commercial banks and the contribution of the proceeds to the Money Pool. Allocation of Swap Agreement Sec. 12(f) expenses, payments and receipts among National and its subsidiaries To the extent that the proposed transactions are 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 transactions proposed herein. PAGE 12 OF 16 Item 5. Procedure The Commission is requested to issue an order permitting the application-declaration to become effective on or before December 31, 1995, so that funds may be made available as needed to National, Distribution, Supply, Seneca, UCI, Highland, Leidy, Data-Track Horizon and NFR for the purposes herein mentioned. National requests that the Commission's order herein be entered pursuant to the provisions of Rule 23. If a hearing is ordered, National waives a recommended decision by a hearing officer or other responsible officer of the Commission and consents that the Division of Investment Management, 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. In order to alleviate excessive paper work, National requests that it be permitted to file Rule 24 Certificates related to short-term borrowings as soon after each quarter as practicable. Item 6. Exhibits and Financial Statements The following exhibits and financial statements are filed as part of this application-declaration: (a) Exhibits: * F-1 Opinion of Stryker, Tams & Dill, New Jersey Counsel for National Fuel. * F-2 Opinion of New York Counsel for National's subsidiaries. * F-3 Opinion of Pennsylvania Counsel for National's subsidiaries. G-1 Financial Data Schedules extracted from National Fuel Gas Company's Consolidated Financial Statements. G-2 Financial Data Schedules extracted from National Fuel Gas Company's (Parent Company) Financial Statements. G-3 Financial Data Schedules extracted from National Fuel Gas Distribution Corporation's Financial Statements. G-4 Financial Data Schedules extracted from National Fuel Gas Supply Corporation's Financial Statements. PAGE 13 OF 16 G-5 Financial Data Schedules extracted from Seneca Resources, Inc.'s Financial Statements. G-6 Financial Data Schedules extracted from Utility Constructors, Inc.'s Financial Statements. G-7 Financial Data Schedules extracted from National Fuel Resources, Inc.'s Financial Statements. G-8 Financial Data Schedules extracted from Leidy Hub, Inc.'s Financial Statements. G-9 Financial Data Schedules extracted from Highland Land & Minerals, Inc.'s Financial Statements. G-10 Financial Data Schedules extracted from Data-Track Account Services, Inc.'s Financial Statements. G-11 Financial Data Schedules extracted from Horizon Energy Development, Inc.'s Financial Statements. H-1 Proposed Notice. (b) Financial Statements: S-1 Pro Forma Consolidated Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Consolidated Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-2 National Fuel Gas Company (Parent) Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-3 National Fuel Gas Distribution Corporation Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-4 National Fuel Gas Supply Corporation Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. PAGE 14 OF 16 S-5 Seneca Resources Corporation Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-6 Utility Constructors, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-7 National Fuel Resources, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-8 Leidy Hub, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-9 Highland Land & Minerals, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-10 Data-Track Account Services, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-11 Horizon Energy Development, Inc. Pro Forma Statement of Income and Earnings Reinvested in the Business for the twelve months ended August 31, 1995, Pro Forma Balance Sheet at August 31, 1995 and Pro Forma Adjusting Entries. S-12 Notes to Financial Statements. * S-13 Projected Statements of Cash Flow by subsidiary for the calendar years 1996 and 1997. There have been no material changes not in the ordinary course of business since August 31, 1995. ________________________ * To be filed by Amendment. PAGE 15 OF 16 Item 7. Information as to Environmental Effects The proposed transactions concern financing arrangements contemplated by National, Distribution, Supply, Seneca, UCI, Highland, Leidy, Data-Track, Horizon and NFR and involve no major action which will significantly affect the quality of the human environment. No federal agency has prepared or is preparing an environmental impact statement with respect to the transactions 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. Dated: October 27, 1995 NATIONAL FUEL GAS COMPANY By: /s/Philip C. Ackerman Philip C. Ackerman Senior Vice President NATIONAL FUEL GAS DISTRIBUTION CORPORATION By: /s/Philip C. Ackerman Philip C. Ackerman President NATIONAL FUEL GAS SUPPLY CORPORATION By: /s/Joseph P. Pawlowski Joseph P. Pawlowski Treasurer SENECA RESOURCES CORPORATION By: /s/Philip C. Ackerman Philip C. Ackerman President PAGE 16 OF 16 UTILITY CONSTRUCTORS, INC. By: /s/Philip C. Ackerman Philip C. Ackerman President HIGHLAND LAND & MINERALS, INC. By: /s/Philip C. Ackerman Philip C. Ackerman President DATA-TRACK ACCOUNT SERVICES, INC. By: /s/Philip C. Ackerman Philip C. Ackerman President NATIONAL FUEL RESOURCES, INC. By: /s/Ronald J. Tanski Ronald J. Tanski Secretary HORIZON ENERGY DEVELOPMENT, INC. By: /s/Gerald T. Wehrlin Gerald T. Wehrlin Secretary LEIDY HUB, INC. By: /s/Gerald T. Wehrlin Gerald T. Wehrlin Secretary EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-1 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 1,633,341 1,633,341 0 0 168,934 626,922 11,915 11,915 193,677 193,677 2,007,867 2,465,855 37,432 37,432 382,994 382,994 392,594 373,801 813,020 794,227 0 0 0 0 504,000 504,000 33,100 495,000 0 0 80,000 105,000 58,500 58,500 0 0 0 0 0 0 519,247 509,128 2,007,867 2,465,855 967,072 967,072 44,683 34,564 800,178 800,633 844,861 835,197 122,211 131,875 5,488 5,488 127,699 137,363 53,752 82,209 73,358 54,565 0 0 73,358 54,565 59,194 59,194 40,865 40,865 0 0 1.96 1.46 1.96 1.46
EX-27 3 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-2 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S (PARENT COMPANY) FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 131 131 0 0 216,218 260,546 2,197 2,197 1,306,404 1,729,029 1,524,950 1,991,903 37,432 37,432 382,994 382,994 392,594 373,801 813,020 794,227 0 0 0 0 504,000 504,000 33,100 495,000 0 0 80,000 105,000 58,500 58,500 0 0 0 0 0 0 36,330 35,176 1,524,950 1,991,903 0 0 519 (635) 4,255 4,710 4,774 4,075 (4,774) (4,075) 128,053 137,018 123,279 132,943 49,332 77,789 73,358 54,565 0 0 73,358 54,565 59,194 59,194 40,865 40,865 0 0 1.96 1.46 1.96 1.46
EX-27 4 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-3 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS DISTRIBUTION CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 818,440 818,440 0 0 121,581 289,759 1,962 1,962 152,594 152,594 1,094,577 1,262,755 59,171 59,171 121,668 121,668 218,473 211,688 399,312 392,527 0 0 0 0 276,000 276,000 69,500 248,117 0 0 0 0 0 0 0 0 0 0 0 0 349,765 346,111 1,094,577 1,262,755 786,619 786,619 23,162 19,508 698,869 698,869 722,031 718,377 64,588 68,242 1,521 1,521 66,109 69,763 31,653 42,092 34,456 27,671 0 0 34,456 27,671 31,744 31,744 0 0 0 0 0 0 0 0
EX-27 5 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-4 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS SUPPLY CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 2 NATIONAL FUEL GAS SUPPLY CORPORATION 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 459,646 459,646 0 0 45,138 142,077 8,856 8,856 16,694 16,694 530,334 627,273 25,345 25,345 35,894 35,894 144,091 140,180 205,330 201,419 0 0 0 0 180,965 180,965 44,700 147,656 0 0 0 0 0 0 0 0 0 0 0 0 99,339 97,233 530,334 627,273 152,271 152,271 16,437 14,331 91,369 91,369 107,806 105,700 44,465 46,571 1,672 1,672 46,137 48,243 19,362 25,379 26,775 22,864 0 0 26,775 22,864 19,443 19,443 0 0 0 0 0 0 0 0
EX-27 6 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SENECA RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3 SENECA RESOURCES, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 352,676 352,676 0 0 10,308 88,384 554 554 873 873 364,411 442,487 500 500 104,035 104,035 10,462 7,312 114,997 111,847 0 0 0 0 98,000 98,000 77,100 160,022 0 0 0 0 0 0 0 0 0 0 0 0 74,314 72,618 364,411 442,487 62,244 62,244 2,384 688 43,276 43,276 45,660 43,964 16,584 18,280 72 72 16,656 18,352 9,007 13,853 7,649 4,499 0 0 7,649 4,499 0 0 0 0 0 0 0 0 0 0
EX-27 7 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-6 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UTILITY CONSTRUCTORS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 4 UTILITY CONSTRUCTORS, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 331 331 0 0 2,216 4,047 0 0 2,259 2,259 4,806 6,637 1 1 5,959 5,959 (2,475) (2,549) 3,485 3,411 0 0 0 0 0 0 0 1,945 0 0 0 0 0 0 0 0 0 0 0 0 1,321 1,281 4,806 6,637 9,783 9,783 711 671 11,288 11,288 11,999 11,959 (2,216) (2,176) 3,046 3,046 830 870 273 387 (32) (106) 0 0 (32) (106) 0 0 0 0 0 0 0 0 0 0
EX-27 8 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-7 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 5 NATIONAL FUEL RESOURCES, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 56 56 0 0 9,856 25,117 9 9 1,216 1,216 11,137 26,398 10 10 3,490 3,490 3,696 3,080 7,196 6,580 0 0 0 0 0 0 0 16,208 0 0 0 0 0 0 0 0 0 0 0 0 3,941 3,610 11,137 26,398 41,308 41,308 946 615 39,052 39,052 39,998 39,667 1,310 1,641 294 294 1,604 1,935 15 962 1,589 973 0 0 1,589 973 0 0 0 0 0 0 0 0 0 0
EX-27 9 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-8 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LEIDY HUB, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6 LEIDY HUB, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 0 0 0 0 84 3,014 2 2 718 718 804 3,734 4 4 1,038 1,038 (420) (538) 622 504 0 0 0 0 0 0 200 3,312 0 0 0 0 0 0 0 0 0 0 0 0 (18) (82) 804 3,734 0 0 21 (43) 13 13 34 (30) (34) 30 85 85 51 115 11 193 40 (78) 0 0 40 (78) 0 0 0 0 0 0 0 0 0 0
EX-27 10 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-9 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HIGHLAND LAND & MINERALS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 7 HIGHLAND LAND AND MINERALS, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 1,953 1,953 0 0 3,985 7,037 0 0 0 0 5,938 8,990 5 5 445 445 4,656 4,532 5,106 4,982 0 0 0 0 0 0 0 3,242 0 0 0 0 0 0 0 0 0 0 0 0 832 766 5,938 8,990 8,101 8,101 386 320 7,104 7,104 7,490 7,424 611 677 203 203 814 880 0 190 814 690 0 0 814 690 0 0 0 0 0 0 0 0 0 0
EX-27 11 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-10 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DATA-TRACK ACCOUNT SERVICES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 8 DATA-TRACK ACCOUNT SERVICES, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 108 108 0 0 544 1,154 0 0 0 0 652 1,262 1 1 499 499 117 92 617 592 0 0 0 0 0 0 0 648 0 0 0 0 0 0 0 0 0 0 0 0 35 22 652 1,262 442 442 26 13 401 401 427 414 15 28 23 23 38 51 0 38 38 13 0 0 38 13 0 0 0 0 0 0 0 0 0 0
EX-27 12 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 EXHIBIT G-11 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HORIZON ENERGY DEVELOPMENT, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9 HORIZON ENERGY DEVELOPMENT, INC. 1,000 12-MOS 12-MOS SEP-30-1995 SEP-30-1995 SEP-01-1994 SEP-01-1994 AUG-31-1995 AUG-31-1995 PER-BOOK PRO-FORMA 0 0 0 0 0 46,783 0 0 0 0 0 46,783 0 1 0 999 0 (1,847) 0 (847) 0 0 0 0 0 0 0 48,625 0 0 0 0 0 0 0 0 0 0 0 0 0 (995) 0 46,783 0 0 0 (995) 0 0 0 (995) 0 995 0 0 0 995 0 2,842 0 (1,847) 0 0 0 (1,847) 0 0 0 0 0 0 0 0 0 0
EX-99 13 PAGE 1 OF 3 Exhibit H-1 PROPOSED NOTICE (Rule 22(f)) SECURITIES AND EXCHANGE COMMISSION (Rel. No. 35- ) National Fuel Gas Company, et al. Notice of Proposed Intra-System Borrowings Through Money Pool; Issuance and Sale of Commercial Paper and Short-Term Unsecured Notes; Interest Rate Protection Mechanisms. November , 1995 National Fuel Gas Company ("National"), a registered holding company, 10 Lafayette Square, Buffalo, New York 14203, and its wholly-owned subsidiary companies: National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply"), Seneca Resources Corporation ("Seneca"), Highland Land & Minerals, Inc. ("Highland"), Leidy Hub, Inc. ("Leidy"), Horizon Energy Development, Inc. ("Horizon"), Data-Track Account Services, Inc. ("Data-Track"), each located at 10 Lafayette Square, Buffalo, New York l4203, National Fuel Resources, Inc. ("NFR"), 478 Main Street, Buffalo, New York 14202 and Utility Constructors, Inc. ("UCI"), East Erie Extension, Linesville, Pennsylvania 16424 (collectively, "Subsidiary Companies"), have filed an application-declaration pursuant to Sections 6(a)(1), 7, 9(a), 10(a), 11(b)(1), 12(b) and 12(f) of the Act and Rules 23, 24, 42, 43, 45, 49(d) and 52 thereunder. By Orders dated December 30, 1983 (HCAR No. 23193), February 12, 1985 (HCAR No. 23598), December 20, 1985 (HCAR No. 23958), August 3, 1987 (HCAR No. 24435), December 29, 1987 (HCAR No. 24551), January 7, 1988 (HCAR No. 24551A), December 20, 1988 (HCAR No. 24785), December 27, 1989 (HCAR No. 25013), March 5, 1991 (HCAR No. 25265), December 23, 1991 (HCAR No. 25439), December 29, 1993 (HCAR No. 25964), National and its Subsidiary Companies, were authorized, in relevant part, to participate in the National system money pool ("Money Pool") through December 31, 1995. National and its Subsidiary Companies now propose to continue to participate in, and incur short-term borrowings through the Money Pool, through December 31, 2000. Total outstanding short-term borrowings through the Money Pool by Distribution will not exceed a principal amount of $315 million. National will not borrow funds from any Subsidiary Company through the Money Pool. PAGE 2 OF 3 - 2 - In addition, in the event that intra-system sources of funds are insufficient to meet short-term loan needs of the Subsidiary Companies, National proposes, from time-to-time through December 31, 2000, to: (1) issue and sell, up to $300 million aggregate principal amount at any one time outstanding of commercial paper ("Commercial Paper") directly or through dealers and placement agents; and/or (2) issue an aggregate principal amount of up to $600 million of short-term unsecured notes ("Notes") under credit facilities with banks and financial institutions. The aggregate principal amount of such Commercial Paper and Notes shall not exceed $600 million outstanding at any one time. The proceeds of such external borrowings by National shall be made available to its Subsidiary Companies through the Money Pool. In addition, National proposes that up to $75 million of its external borrowing be made available for its own corporate purposes. If only surplus funds make up the funds available in the Money Pool the interest rate applicable and payable to or by the Subsidiary Companies for all loans of such surplus funds will be the rates for high grade unsecured 30-day commercial paper sold through dealers by major corporations as quoted in The Wall Street Journal. If external funds make up all of the funds available in the Money Pool, or when both surplus funds from other participating Subsidiary Companies and external funds are concurrently borrowed through the Money Pool, the interest rate applicable to all such borrowings and payable by borrowing Subsidiary Companies will be equal to National's net cost for such external borrowings. The borrowing arrangements with banks or financial institutions may require compensating balances and/or commitment fees or similar fees. National requests authority to incur, if necessary, commitment or similar fees not to exceed one-half (1/2) of one percent (1%) of average daily credit facilities available, and/or compensating balances not to exceed twenty percent (20%) of the credit facility established. National, at all times, will attempt to negotiate the most favorable effective borrowing rate taking into account any compensating balances and/or fees. National has, and from time to time through December 31, 2000, will continue to enter into an interest rate and currency exchange agreements ("Swap Agreement(s)") with one or more parties ("Counterparty"), covering a total principal PAGE 3 OF 3 - 3 - amount of up to $300 million for terms of one month to five years. In no event will the effective fixed rate of interest paid by National inclusive of any fees, exceed by more than 2.0% per annum the yield, at the time of entering into any such an Agreement, on direct obligations of the U.S. Government with maturities comparable to that of the applicable Swap Agreement. From time to time, National may be obligated to pay arrangement fees and/or legal fees and other expenses in connection with these Swap Agreements. National requests authority to allocate all such fees and expenses together with the payments made to a Counterparty or received from a Counterparty among National and the Subsidiary Companies based upon their weighted average amount of borrowings outstanding during the period when such amounts are paid or received. The application-declaration is 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 applicant-declaration at the address 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 so requests will be notified of any hearing, if ordered, and will receive a copy of any application-declaration, as filed, and as it may be further amended, may be granted and permitted to become effective. EX-99 14 NATIONAL FUEL GAS COMPANY S-1 PROFORMA FINANCIAL STATEMENTS Page 1 of 4 AUGUST 31, 1995 The following Proforma financial statements of National Fuel Gas Company (National) and subsidiaries reflect the impact of the maximum borrowings requested and associated interest expense and income tax effects. The incremental amount of external short-term borrowing of $486.9 million (Maximum $600 million requested less $113.1 million outstanding at August 31, 1995) was allocated to National and each of its subsidiaries. This allocation was based upon each company's maximum short-term borrowing request (in excess of its outstanding borrowing at August 31, 1995) as a percent of the aggregated total.
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-1 PROFORMA CONSOLIDATED BALANCE SHEET Page 2 of 4 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $2,301,062 $2,301,062 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 667,721 667,721 1,633,341 0 1,633,341 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 12,174 457,988 (a,b,c) 470,162 RECEIVABLES - NET 77,229 77,229 UNBILLED UTILITY REVENUE 13,613 13,613 GAS STORED UNDERGROUND 20,342 20,342 MATERIALS AND SUPPLIES 24,452 24,452 PREPAYMENTS 21,124 21,124 168,934 457,988 626,922 OTHER ASSETS RECOVERABLE FUTURE TAXES 98,231 98,231 UNAMORTIZED DEBT EXPENSE 27,143 27,143 OTHER REGULATORY ASSETS 35,274 35,274 DEFERRED CHARGES 11,915 11,915 OTHER 33,029 33,029 205,592 0 205,592 TOTAL ASSETS $2,007,867 $ 457,988 $2,465,855 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON STOCK $ 37,432 $ 37,432 PAID IN CAPITAL 382,994 382,994 EARNINGS REINVESTED IN THE BUSINESS 392,594 18,793 (b,c,d) 373,801 813,020 18,793 794,227 LONG-TERM DEBT-NET OF CURRENT PORTION 504,000 504,000 TOTAL CAPITALIZATION 1,317,020 18,793 1,298,227 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE TO BANKS AND COMMERCIAL PAPER 113,100 (486,900)(a) 600,000 CURRENT PORTION OF LONG-TERM DEBT 58,500 58,500 ACCOUNTS PAYABLE 32,251 32,251 AMOUNTS PAYABLE TO CUSTOMERS 49,937 49,937 OTHER ACCRUALS AND CURRENT LIABILITIES 57,969 10,119 (d) 47,850 311,757 (476,781) 788,538 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES 290,435 290,435 TAXES REFUNDABLE TO CUSTOMERS 23,991 23,991 UNAMORTIZED INVESTMENT TAX CREDIT 13,428 13,428 OTHER DEFERRED CREDITS 51,236 51,236 379,090 0 379,090 TOTAL CAPITALIZATION AND LIABILITIES $2,007,867 $(457,988) $2,465,855 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-1 CONSOLIDATED STATEMENTS Page 3 of 4 OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $967,072 $967,072 OPERATING EXPENSES: PURCHASED GAS 347,383 347,383 OPERATION EXPENSE 262,649 455 (c) 263,104 MAINTENANCE 25,543 25,543 PROPERTY, FRANCHISE & OTHER TAXES 92,481 92,481 DEPRECIATION, DEPLETION & AMORTIZATION 72,122 72,122 INCOME TAXES - NET 44,683 (10,119)(d) 34,564 844,861 (9,664) 835,197 OPERATING INCOME 122,211 (9,664) 131,875 OTHER INCOME 5,488 5,488 INCOME BEFORE INTEREST CHARGES 127,699 (9,664) 137,363 INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 40,865 40,865 OTHER INTEREST 12,887 28,457 (b) 41,344 53,752 28,457 82,209 INCOME BEFORE CUMULATIVE EFFECT 73,947 18,793 55,154 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (589) (589) NET INCOME AVAILABLE FOR COMMON STOCK 73,358 18,793 54,565 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 378,430 378,430 451,788 18,793 432,995 DIVIDENDS ON COMMON STOCK 59,194 59,194 BALANCE AT AUGUST 31, 1995 $392,594 $ 18,793 $373,801 EARNINGS PER COMMON SHARE INCOME BEFORE CUMULATIVE EFFECT $ 1.98 $ 0.50 $ 1.48 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (0.02) (0.02) NET INCOME AVAILABLE FOR COMMON STOCK $ 1.96 $ 0.50 $ 1.46 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 37,383,222 37,383,222 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. S-1 NATIONAL FUEL GAS AND SUBSIDIARIES Page 4 of 4 PROFORMA CONSOLIDATED ADJUSTING JOURNAL ENTRIES AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 486,900 Notes Payable and Commercial Paper 486,900 To record Proforma borrowings to the maximum requested $600 million ($25 million of incremental borrowings in commercial paper). (b) Interest Expense 28,457 Cash 28,457 To record interest expense at 5.845% on incremental borrowings. (c) Operation Expense 455 Cash 455 To record fees, commissions and expenses per Item 2 of U-1, (includes commitment and/or arrangement fees for 1 year). (d) Federal Income Tax Payable 10,119 Federal Income Tax Expense 10,119 To record the federal income tax effect of entry (b) and (c) at 35%. EX-99 15
NATIONAL FUEL GAS COMPANY - PARENT S-2 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $ 244 $ 244 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 113 113 131 0 131 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 7,243 44,328(a,b,c,d,f,g) 51,571 NOTES RECEIVABLE - INTERCOMPANY 191,500 191,500 ACCOUNTS RECEIVABLE - INTERCOMPANY 8,447 8,447 ACCOUNTS RECEIVABLE 8,066 8,066 PREPAYMENTS 962 962 216,218 44,328 260,546 OTHER ASSETS INVESTMENT IN ASSOCIATED COMPANIES 742,959 (15,650)(g,h) 727,309 NOTES RECEIVABLE - INTERCOMPANY 554,965 438,275 (f) 993,240 UNAMORTIZED DEBT EXPENSE 4,965 4,965 DEFERRED CHARGES 2,197 2,197 OTHER 3,515 3,515 1,308,601 422,625 1,731,226 TOTAL ASSETS $1,524,950 $ 466,953 $1,991,903 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON STOCK $ 37,432 $ 37,432 PAID IN CAPITAL 382,994 382,994 EARNINGS REINVESTED IN THE BUSINESS 392,594 18,793 (b,c,d,e,h) 373,801 813,020 18,793 794,227 LONG-TERM DEBT, NET OF CURRENT PORTION 504,000 504,000 TOTAL CAPITALIZATION 1,317,020 18,793 1,298,227 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE TO BANKS AND COMMERCIAL PAPER 113,100 (486,900)(a) 600,000 NOTES PAYABLE - INTERCOMPANY 17,600 17,600 CURRENT PORTION OF LONG-TERM DEBT 58,500 58,500 ACCOUNTS PAYABLE 71 71 ACCOUNTS PAYABLE-INTERCOMPANY 9,648 9,648 OTHER ACCRUALS AND CURRENT LIABILITIES 7,395 1,154 (e) 6,241 206,314 (485,746) 692,060 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (218) (218) OTHER DEFERRED CREDITS 1,834 1,834 1,616 0 1,616 TOTAL CAPITALIZATION AND LIABILITIES $1,524,950 $(466,953) $1,991,903 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
S-2 NATIONAL FUEL GAS COMPANY - PARENT Page 2 of 3 PROFORMA STATEMENTS OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $ - $ OPERATING EXPENSES: OPERATION EXPENSE 3,496 355 (d) 3,851 PROPERTY, FRANCHISE & OTHER TAXES 753 753 DEPRECIATION, DEPLETION & AMORTIZATION 6 6 INCOME TAXES - NET 519 (1,119)(e) (600) 4,774 (764) 4,010 OPERATING INCOME (4,774) (764) (4,010) OTHER INCOME: UNREMITTED EARNINGS OF SUBSIDIARIES 22,414 16,650 (h) 5,764 DIVIDENDS OF SUBSIDIARIES 51,188 51,188 INTEREST-INTERCOMPANY 53,952 (25,615)(c) 79,567 OTHER INTEREST 499 499 128,053 (8,965) 137,018 INCOME BEFORE INTEREST CHARGES 123,279 (9,729) 133,008 INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 40,865 40,865 INTEREST - INTERCOMPANY 1,929 1,929 OTHER INTEREST 6,538 28,457 (b) 34,995 49,332 28,457 77,789 INCOME BEFORE CUMULATIVE EFFECT 73,947 18,728 55,219 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (589) (589) NET INCOME 73,358 18,728 54,630 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 378,430 378,430 451,788 18,728 433,060 DIVIDENDS ON COMMON STOCK 59,194 59,194 BALANCE AT AUGUST 31, 1995 $392,594 $18,728 $373,866 EARNINGS PER COMMON SHARE INCOME BEFORE CUMULATIVE EFFECT $ 1.98 $ 0.50 $ 1.48 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (0.02) (0.02) NET INCOME AVAILABLE FOR COMMON STOCK $ 1.96 $ 0.50 $ 1.46 WEIGHTED AVG. COMMON SHARES OUTSTANDING 37,383,222 37,383,222 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS COMPANY - PARENT S-2 PRO FORMA JOURNAL ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 486,900 Notes Payable and Commercial Paper 486,900 To record proforma borrowings to the maximum requested $600 million ($25 million of incremental borrowings in commercial paper). (b) Interest Expense 28,457 Cash 28,457 To record interest expense at 5.845% on incremental borrowings. (c) Cash 25,615 Interest Income Intercompany 25,615 To record interest income at 5.845% on incremental funds loaned to subsidiaries under the Money Pool. (d) Operation Expense 355 Cash 355 To record fees, commissions and expenses per Item 2 of U-1, (includes commitment and/or arrangement fees for 1 year). (e) Federal Income Taxes Payable 1,119 Federal Income Tax Expense 1,119 To record the federal income tax effect of entries (b), (c) and (d) at 35%. (f) Notes Receivable - Distribution 178,617 Notes Receivable - Supply 102,956 Notes Receivable - Seneca 82,922 Notes Receivable - Leidy Hub 3,112 Notes Receivable - Horizon 48,625 Notes Receivable - Highland 3,242 Notes Receivable - UCI 1,945 Notes Receivable - Data-Track 648 Notes Receivable - NFR 16,208 Cash 438,275 To record receivable from subsidiaries for cash loaned under the Money Pool. (g) Investment in Associated Companies 1,000 Cash 1,000 To record initial investment in Horizon by Parent Company. (h) Unremitted Earnings of Subsidiaries 16,650 Investment in Associated Companies 16,650 To adjust National's investment in associated companies EX-99 16 NAIONAL FUEL GAS DISTRIBUTION CORPORATION S-3 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $1,082,611 $1,082,611 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 264,171 264,171 818,440 0 818,440 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 2,620 168,178 (a,b) 170,798 ACCOUNTS RECEIVABLE - INTERCOMPANY 10,237 10,237 ACCOUNTS RECIEVABLE- NET 55,545 55,545 UNBILLED UTILITY REVENUE 13,613 13,613 GAS STORED UNDERGROUND 17,530 17,530 MATERIALS AND SUPPLIES 8,380 8,380 PREPAYMENTS 13,656 13,656 121,581 168,178 289,759 OTHER ASSETS RECOVERABLE FUTURE TAXES 92,956 92,956 UNAMORTIZED DEBT EXPENSE 17,536 17,536 OTHER REGULATORY ASSETS 33,440 33,440 DEFERRED CHARGES 1,962 1,962 OTHER 8,662 8,662 154,556 0 154,556 TOTAL ASSETS $1,094,577 $168,178 $1,262,755 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 59,171 $ 59,171 PAID IN CAPITAL 121,668 121,668 EARNINGS REINVESTED IN THE BUSINESS 218,473 6,785 (b,c) 211,688 399,312 6,785 392,527 NOTES PAYABLE INTERCOMPANY 276,000 276,000 TOTAL CAPITALIZATION 675,312 6,785 668,527 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE - INTERCOMPANY 69,500 (178,617)(a) 248,117 ACCOUNTS PAYABLE 26,188 26,188 ACCOUNTS PAYABLE-INTERCOMPANY 11,982 11,982 AMOUNTS PAYABLE TO CUSTOMERS 49,519 49,519 OTHER ACCRUALS AND CURRENT LIABILITIES 46,423 3,654 (c) 42,769 203,612 (174,963) 378,575 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES 151,123 151,123 TAXES REFUNDABLE TO CUSTOMERS 23,390 23,390 UNAMORTIZED INVESTMENT TAX CREDIT 13,004 13,004 OTHER DEFERRED CREDITS 28,136 28,136 215,653 215,653 TOTAL CAPITALIZATION AND LIABILITIES $1,094,577 $(168,178) $1,262,755 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL GAS DISTRIBUTION CORPORATION S-3 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $786,619 $786,619 OPERATING EXPENSES: PURCHASED GAS 395,132 395,132 OPERATION EXPENSE 175,997 175,997 MAINTENANCE 17,898 17,898 PROPERTY, FRANCHISE & OTHER TAXES 79,833 79,833 DEPRECIATION, DEPLETION & AMORTIZATION 30,009 30,009 INCOME TAXES - NET 23,162 (3,654)(c) 19,508 722,031 (3,654) 718,377 OPERATING INCOME 64,588 (3,654) 68,242 OTHER INCOME 1,521 1,521 INCOME BEFORE INTEREST CHARGES 66,109 (3,654) 69,763 INTEREST CHARGES: INTEREST - INTERCOMPANY 26,978 10,439 (b) 37,417 OTHER INTEREST 4,675 4,675 31,653 10,439 42,092 NET INCOME 34,456 6,785 27,671 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 215,761 215,761 250,217 6,785 243,432 DIVIDENDS ON COMMON STOCK 31,744 31,744 BALANCE AT AUGUST 31, 1995 $218,473 $ 6,785 $211,688 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL GAS DISTRIBUTION CORPORATION S-3 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 178,617 Notes Payable Intercompany-Current 178,617 To increase money pool borrowings to allocated share of incremental borrowings. (b) Interest Expense Intercompany 10,439 Cash 10,439 To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 3,654 Income Tax Expense 3,654 To record tax effect of entry (b) at 35%. EX-99 17 NATIONAL FUEL GAS SUPPLY CORPORATION S-4 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $672,632 $672,632 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 212,986 212,986 459,646 0 459,646 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 331 96,939 (a,b) 97,270 ACCOUNTS RECEIVABLE 4,948 4,948 NOTES RECEIVABLE - INTERCOMPANY 5,900 5,900 ACCOUNTS RECEIVABLE - INTERCOMPANY 13,392 13,392 GAS STORED UNDERGROUND 2,811 2,811 MATERIALS AND SUPPLIES 13,971 13,971 PREPAYMENTS 3,785 3,785 45,138 96,939 142,077 OTHER ASSETS RECOVERABLE FUTURE TAXES 5,275 5,275 INVESTMENTS IN ASSOC. COMPANIES 61 61 OTHER REGULATORY ASSETS 1,834 1,834 UNAMORTIZED DEBT EXPENSE 4,642 4,642 DEFERRED CHARGES 8,856 8,856 OTHER 4,882 4,882 25,550 0 25,550 TOTAL ASSETS $530,334 $ 96,939 $627,273 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 25,345 $25,345 PAID IN CAPITAL 35,894 35,894 EARNINGS REINVESTED IN THE BUSINESS 144,091 3,911 (b,c) 140,180 205,330 3,911 201,419 NOTES PAYABLE INTERCOMPANY 180,965 180,965 TOTAL CAPITALIZATION 386,295 3,911 382,384 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE - INTERCOMPANY 44,700 (102,956)(a) 147,656 ACCOUNTS PAYABLE 3,961 3,961 ACCOUNTS PAYABLE-INTERCOMPANY 7,091 7,091 AMOUNTS PAYABLE TO CUSTOMERS 419 419 OTHER ACCRUALS AND CURRENT LIABILITIES 13,501 2,106 (c) 11,395 69,672 (100,850) 170,522 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES 59,438 59,438 TAXES REFUNDABLE TO CUSTOMERS 601 601 UNAMORTIZED INVESTMENT TAX CREDIT 424 424 OTHER DEFERRED CREDITS 13,904 13,904 74,367 0 74,367 TOTAL CAPITALIZATION AND LIABILITIES $530,334 $(96,939) $627,273 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL GAS SUPPLY CORPORATION S-4 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $152,271 $152,271 OPERATING EXPENSES: OPERATION EXPENSE 54,146 54,146 MAINTENANCE 7,634 7,634 PROPERTY, FRANCHISE & OTHER TAXES 10,631 10,631 DEPRECIATION, DEPLETION & AMORTIZATION 18,958 18,958 INCOME TAXES - NET 16,437 (2,106)(c) 14,331 107,806 (2,106) 105,700 OPERATING INCOME 44,465 (2,106) 46,571 OTHER INCOME 1,672 1,672 INCOME BEFORE INTEREST CHARGES 46,137 (2,106) 48,243 INTEREST CHARGES: INTEREST - INTERCOMPANY 17,948 6,017 (b) 23,965 OTHER INTEREST 1,414 1,414 19,362 6,017 25,379 NET INCOME 26,775 3,911 22,864 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 136,759 136,759 163,534 3,911 159,623 DIVIDENDS ON COMMON STOCK 19,443 19,443 BALANCE AT AUGUST 31, 1995 $144,091 $3,911 $140,180 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL GAS SUPPLY CORPORATION S-4 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 102,956 Notes Payable Intercompany - Current 102,956 To increase money pool borrowings to allocated share of incremental borrowings. (b) Interest Expense Intercompany 6,017 Cash 6,017 To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 2,106 Income Tax Expense 2,106 To record tax effect of entry (b) at 35%. EX-99 18 SENECA RESOURCES CORPORATION S-5 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $541,616 $541,616 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 188,940 188,940 352,676 0 352,676 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 817 78,076 (a,b) 78,893 ACCOUNTS RECEIVABLE - INTERCOMPANY 1,346 1,346 ACCOUNTS RECEIVABLE - NET 4,167 4,167 MATERIALS AND SUPPLIES 1,576 1,576 PREPAYMENTS 2,402 2,402 10,308 78,076 88,384 OTHER ASSETS DEFERRED CHARGES 554 554 OTHER 873 873 1,427 0 1,427 TOTAL ASSETS $364,411 $ 78,076 $442,487 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 500 $ 500 PAID IN CAPITAL 104,035 104,035 EARNINGS REINVESTED IN THE BUSINESS 10,462 3,150 (b,c) 7,312 114,997 3,150 111,847 NOTES PAYABLE INTERCOMPANY 98,000 98,000 TOTAL CAPITALIZATION 212,997 3,150 209,847 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE - INTERCOMPANY 77,100 (82,922)(a) 160,022 ACCOUNTS PAYABLE 3,383 3,383 ACCOUNTS PAYABLE-INTERCOMPANY 1,290 1,290 OTHER ACCRUALS AND CURRENT LIABILITIES (6,201) 1,696 (c) (7,897) 75,572 (81,226) 156,798 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES 73,672 73,672 OTHER DEFERRED CREDITS 2,170 2,170 75,842 0 75,842 TOTAL CAPITALIZATION AND LIABILITIES $364,411 $(78,076) $442,487 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. SENECA RESOURCES CORPORATION S-5 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $62,244 $62,244 OPERATING EXPENSES: PURCHASED GAS 1,023 1,023 OPERATION EXPENSE 19,222 19,222 MAINTENANCE EXPENSE 10 10 PROPERTY, FRANCHISE & OTHER TAXES 946 946 DEPRECIATION, DEPLETION & AMORTIZATION 22,075 22,075 INCOME TAXES - NET 2,384 (1,696)(c) 688 45,660 (1,696) 43,964 OPERATING INCOME 16,584 (1,696) 18,280 OTHER INCOME 72 72 INCOME BEFORE INTEREST CHARGES 16,656 (1,696) 18,352 INTEREST CHARGES: INTEREST - INTERCOMPANY 8,746 4,846 (b) 13,592 OTHER INTEREST 261 261 9,007 4,846 13,853 NET INCOME 7,649 3,150 4,499 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 2,813 2,813 10,462 3,150 7,312 DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $10,462 $3,150 $7,312 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. SENECA RESOURCES CORPORATION S-5 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 82,922 Notes Payable Intercompany - Current 82,922 To increase money pool borrowings to allocated share of incremental borrowings. (b) Interest Expense Intercompany 4,846 Cash 4,846 To record additional interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 1,696 Income Tax Expense 1,696 To record tax effect of entry (b) at 35%. EX-99 19 UTILITY CONSTRUCTORS, INC. S-6 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $ 707 $ $ 707 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATIO 376 376 331 0 331 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 99 1,831 (a,b) 1,930 NOTES RECEIVABLE - INTERCOMPANY 1,900 1,900 ACCOUNTS RECEIVABLE - INTERCOMPANY 152 152 ACCOUNTS RECEIVABLE (86) (86) MATERIALS AND SUPPLIES 17 17 PREPAYMENTS 134 134 2,216 1,831 4,047 OTHER ASSETS 2,259 2,259 TOTAL ASSETS $4,806 $ 1,831 $ 6,637 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 1 $ 1 PAID IN CAPITAL 5,959 5,959 EARNINGS REINVESTED IN THE BUSINESS (2,475) 74 (b,c ) (2,549) TOTAL CAPITALIZATION 3,485 74 3,411 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE - INTERCOMPANY 0 (1,945)(a) 1,945 ACCOUNTS PAYABLE-OTHER 132 132 ACCOUNTS PAYABLE-INTERCOMPANY 1 1 OTHER ACCRUALS AND CURRENT LIABILITIES 1,005 40 (c) 965 1,138 (1,905) 3,043 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (560) (560) OTHER DEFERRED CREDITS 743 743 183 0 183 TOTAL CAPITALIZATION AND LIABILITIES $4,806 $(1,831) $6,637 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. UTILITY CONSTRUCTORS INC. S-6 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $ 9,783 $ 9,783 OPERATING EXPENSES: OPERATION EXPENSE 10,377 10,377 PROPERTY, FRANCHISE & OTHER TAXES 139 139 DEPRECIATION, DEPLETION & AMORTIZATION 772 772 INCOME TAXES - NET 711 (40)(c) 671 11,999 (40) 11,959 OPERATING INCOME (2,216) (40) (2,176) OTHER INCOME 3,046 3,046 INCOME BEFORE INTEREST CHARGES 830 (40) 870 INTEREST CHARGES: INTEREST - INTERCOMPANY 269 114 (b) 383 OTHER INTEREST 4 4 273 114 387 INCOME BEFORE CUMULATIVE EFFECT 557 74 483 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING (589) (589) NET INCOME (32) 74 (106) EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 (2,443) (2,443) (2,475) 74 (2,549) DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $(2,475) $ 74 $(2,549) SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. UTILITY CONSTRUCTORS INC. S-6 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 1,945 Notes Payable Intercompany - Current 1,945 To increase money pool borrowings to allocated share of incremental borrowings. (b) Interest Expense Intercompany 114 Cash 114 To record additional interest expense on borrowings on entry (a) at a rate of 5.845%. (c) Income Tax Payable 40 Income Tax Expense 40 To record tax effect of entry (b) at 35%. EX-99 20 NATIONAL FUEL RESOURCES, INC. S-7 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $ 69 $ 69 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATIO 13 13 56 0 56 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 541 15,261 (a,b) 15,802 NOTES RECEIVABLE - INTERCOMPANY 6,800 6,800 ACCOUNTS RECEIVABLE - INTERCOMPANY 35 35 ACCOUNTS RECEIVABLE - NET 2,383 2,383 PREPAYMENTS 97 97 9,856 15,261 25,117 OTHER ASSETS DEFERRED CHARGES 9 9 OTHER 1,216 1,216 1,225 0 1,225 TOTAL ASSETS $11,137 $ 15,261 $26,398 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 10 $ 10 PAID IN CAPITAL 3,490 3,490 EARNINGS REINVESTED IN THE BUSINESS 3,696 616 (b,c) 3,080 TOTAL CAPITALIZATION 7,196 616 6,580 CURRENT AND ACCRUED LIABILITIES ACCOUNTS PAYABLE 818 818 ACCOUNTS PAYABLE-INTERCOMPANY 932 932 NOTES PAYABLE INTERCOMPANY 0 (16,208)(a) 16,208 OTHER ACCRUALS AND CURRENT LIAB. 1,867 331 (c) 1,536 3,617 (15,877) 19,494 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (117) (117) OTHER DEFERRED CREDITS 441 441 324 0 324 TOTAL CAPITALIZATION AND LIABILITIES $11,137 $(15,261) $26,398 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL RESOURCES, INC. S-7 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $41,308 $41,308 OPERATING EXPENSES: PURCHASED GAS SOLD 36,947 36,947 OPERATION EXPENSE 1,722 1,722 PROPERTY, FRANCHISE & OTHER TAXES 90 90 DEPRECIATION, DEPLETION & AMORTIZATION 293 293 INCOME TAXES - NET 946 (331)(c) 615 39,998 (331) 39,667 OPERATING INCOME 1,310 (331) 1,641 OTHER INCOME 294 294 INCOME BEFORE INTEREST CHARGES 1,604 (331) 1,935 INTEREST CHARGES: OTHER INTEREST 15 947 (b) 962 NET INCOME 1,589 616 973 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 2,107 2,107 3,696 616 3,080 DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $3,696 $616 $ 3,080 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. NATIONAL FUEL RESOURCES, INC. S-7 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 16,208 Notes Payable Intercompany - Current 16,208 To increase money pool borrowings to allocated share of incremental borrowings. (b) Interest Expense Intercompany 947 Cash 947 To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 331 Income Tax Expense 331 To record tax effect of entry (b) at 35%. EX-99 21 LEIDY HUB, INC. S-8 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $ 3 $ 3 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 3 3 - - - CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 78 2,930 (a,b) 3,008 PREPAYMENTS 6 6 84 2,930 3,014 OTHER ASSETS DEFERRED CHARGES 2 2 OTHER 718 718 720 0 720 TOTAL ASSETS $ 804 $2,930 $3,734 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 4 $ 4 PAID IN CAPITAL 1,038 1,038 EARNINGS REINVESTED IN THE BUSINESS (420) 118 (b,c) (538) TOTAL CAPITALIZATION 622 118 504 CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE - INTERCOMPANY 200 (3,112)(a) 3,312 ACCOUNTS PAYABLE-INTERCOMPANY 2 2 OTHER CURRENT AND ACCRUED LIABILITIES 28 64 (c) (36) 230 (3,048) 3,278 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (48) (48) (48) 0 (48) TOTAL CAPITALIZATION AND LIABILITIES $ 804 $(2,930) $3,734 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. LEIDY HUB, INC. S-8 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $ - $ - OPERATING EXPENSES: OPERATION EXPENSE 13 13 INCOME TAXES - NET 21 (64)(c) (43) 34 (64) (30) OPERATING INCOME (34) (64) 30 OTHER INCOME 85 85 INCOME BEFORE INTEREST CHARGES 51 (64) 115 INTEREST CHARGES: INTEREST - INTERCOMPANY 11 182 (b) 193 NET INCOME 40 118 (78) EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 (460) (460) (420) 118 (538) DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $(420) $118 $(538) SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. LEIDY HUB, INC. S-8 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 3,112 Notes Payable Intercompany - Current 3,112 To increase money pool borrowings to allocable share of incremental borrowings. (b) 182 Interest Expense Intercompany 182 Cash To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 64 Income Tax Expense 64 To record tax effect of entry (b) at 35%. EX-99 22 HIGHLAND LAND & MINERALS, INC. S-9 PRO FORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $3,070 $3,070 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 1,117 1,117 1,953 0 1,953 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 315 3,052 (a,b) 3,367 NOTES RECEIVABLE- INTERCOMPANY 2,600 2,600 ACCOUNTS RECEIVABLE INTERCOMPANY 113 113 ACCOUNTS RECEIVABLE 305 305 MATERIALS AND SUPPLIES 544 544 PREPAYMENTS 108 108 3,985 3,052 7,037 TOTAL ASSETS $5,938 $ 3,052 $8,990 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 5 $ 5 PAID IN CAPITAL 445 445 EARNINGS REINVESTED IN THE BUSINESS 4,656 124 (b,c) 4,532 TOTAL CAPITALIZATION 5,106 124 4,982 CURRENT AND ACCRUED LIABILITIES ACCOUNTS PAYABLE 9 9 ACCOUNTS PAYABLE-INTERCOMPANY 392 392 NOTES PAYABLE INTERCOMPANY - (3,242)(a) 3,242 OTHER ACCRUALS AND CURRENT LIAB. 456 66 (c) 390 857 (3,176) 4,033 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (34) (34) OTHER DEFERRED CREDITS 9 9 (25) 0 (25) TOTAL CAPITALIZATION AND LIABILITIES $5,938 (3,052) $8,990 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. HIGHLAND LAND & MINERALS, INC. S-9 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $8,101 $8,101 OPERATING EXPENSES: OPERATION EXPENSE 6,745 6,745 PROPERTY, FRANCHISE & OTHER TAXES 87 87 DEPRECIATION, DEPLETION & AMORTIZATION 272 272 INCOME TAXES - NET 386 (66)(c) 320 7,490 (66) 7,424 OPERATING INCOME 611 (66) 677 OTHER INCOME 203 203 INCOME BEFORE INTEREST CHARGES 814 (66) 880 INTEREST CHARGES: INTEREST - INTERCOMPANY - 190 (b) 190 - 190 190 NET INCOME 814 124 690 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 3,842 3,842 4,656 124 4,532 DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $4,656 $124 $4,532 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. HIGHLAND LAND & MINERALS, INC. S-9 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) Thousands of Dollars) Debit Credit (a) Cash 3,242 Notes Payable Intercompany - Current 3,242 To increase money pool borrowings to allocable share of incremental borrowings. (b) Interest Expense Intercompany 190 Cash 190 To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 66 Income Tax Expense 66 To record tax effect of entry (b) at 35%. EX-99 23 DATA-TRACK ACCOUNT SERVICES, INC. S-10 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS PROPERTY, PLANT AND EQUIPMENT $110 $ 110 LESS - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION 2 2 108 0 108 CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS 113 610 (a,b) 723 NOTES RECEIVABLE - INTERCOMPANY 400 400 ACCOUNTS RECEIVABLE - INTERCOMPANY 31 31 544 610 1,154 TOTAL ASSETS $652 $ 610 $1,262 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL STOCK OF SUBSIDIARIES $ 1 1 PAID IN CAPITAL 499 499 EARNINGS REINVESTED IN THE BUSINESS 117 25 (b,c) 92 TOTAL CAPITALIZATION 617 25 592 CURRENT AND ACCRUED LIABILITIES ACCOUNTS PAYABLE 1 1 ACCOUNTS PAYABLE-INTERCOMPANY 9 9 NOTES PAYABLE INTERCOMPANY 0 (648)(a) 648 OTHER ACCRUALS AND CURRENT LIABILITIES 29 13 (c) 16 39 (635) 674 DEFERRED CREDITS ACCUMULATED DEFERRED INCOME TAXES (1) (1) OTHER DEFERRED CREDITS (3) (3) (4) 0 (4) TOTAL CAPITALIZATION AND LIABILITIES $652 $(610) $1,262 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. DATA-TRACK ACCOUNT SERVICES, INC. S-10 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $442 $442 OPERATING EXPENSES: OPERATION EXPENSE 398 398 PROPERTY, FRANCHISE & OTHER TAXES 2 2 DEPRECIATION, DEPLETION & AMORTIZATION 1 1 INCOME TAXES - NET 26 (13)(c) 13 427 (13) 414 OPERATING INCOME 15 (13) 28 OTHER INCOME 23 23 INTEREST BEFORE INTEREST CHARGES 38 (13) 51 INTEREST CHARGES INTEREST - INTERCOMPANY - 38 (b) 38 NET INCOME 38 25 13 EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 79 79 117 25 92 DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $117 $ 25 $ 92 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. DATA TRACK ACCOUNT SERVICES, INC. S-10 PRO FORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 648 Notes Payable Intercompany - Current 648 To increase money pool borrowings to allocable share of incremental borrowings. (b) Interest Expense Intercompany 38 Cash 38 To record interest expense on borrowings in entry (a) at a rate of 5.845%. (c) Income Tax Payable 13 Income Tax Expense 13 To record tax effect of entry (b) at 35%. EX-99 24 HORIZON ENERGY DEVELOPMENT, INC. S-11 PROFORMA BALANCE SHEET Page 1 of 3 AT AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma ASSETS CURRENT ASSETS CASH & TEMP. CASH INVESTMENTS $ - $ 46,783 (a,b,c) $46,783 TOTAL ASSETS $ - $ 46,783 $46,783 CAPITALIZATION AND LIABILITIES CAPITALIZATION: CAPITAL OF SUBSIDIARIES $ - $ (1)(a) $ 1 PAID IN CAPITAL - (999)(a) 999 EARNINGS REINVESTED IN THE BUSINESS - 1,847 (c,d) (1,847) TOTAL CAPITALIZATION - 847 (847) CURRENT AND ACCRUED LIABILITIES NOTES PAYABLE INTERCOMPANY - (48,625)(b) 48,625 OTHER CURRENT AND ACCRUED LIABILITIES - 995 (d) (995) TOTAL CURRENT AND ACCRUED LIABILITIES - (47,630) 47,630 TOTAL CAPITALIZATION AND LIABILITIES $ - $(46,783) $46,783 SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS. HORIZON ENERGY DEVELOPMENT, INC. S-11 PROFORMA STATEMENTS OF INCOME AND Page 2 of 3 EARNINGS REINVESTED IN THE BUSINESS FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Adjustments Per Books Dr. (Cr.) Pro Forma OPERATING REVENUES $ - $ - OPERATING EXPENSES: INCOME TAXES - NET - (995)(d) (995) - (995) (995) OPERATING INCOME - (995) 995 INCOME BEFORE INTEREST CHARGES - (995) 995 INTEREST CHARGES: INTEREST - INTERCOMPANY - 2,842 (c) 2,842 - 2,842 2,842 NET INCOME - 1,847 (1,847) EARNINGS REINVESTED IN THE BUSINESS BALANCE AT SEPTEMBER 1, 1994 - - 1,847 (1,847) DIVIDENDS ON COMMON STOCK - - BALANCE AT AUGUST 31, 1995 $ - $1,847 $(1,847) SEE NOTES TO PROFORMA ONSOLIDATED FINANCIAL STATEMENTS. HORIZON ENERGY DEVELOPMENT, INC. S-11 PROFORMA ADJUSTING ENTRIES Page 3 of 3 AS OF AUGUST 31, 1995 (UNAUDITED) (Thousands of Dollars) Debit Credit (a) Cash 1,000 Capital Stock of Subsidiaries 1 Paid In Capital 999 To record Parent Company's initial investment in Horizon. (b) Cash 48,625 Notes Payable Intercompany - Current 48,625 To increase money pool borrowings to allocable share of incremental borrowings. (c) Interest Expense Intercompany 2,842 Cash 2,842 To record interest expense on borrowings in entry (b) at a rate of 5.845%. (d) Income Tax Payable 995 Income Tax Expense 995 To record tax effect of entry (c) at 35%. EX-99 25
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-12 NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS Page 1 of 1 1) The Notes to the Consolidated Financial Statements appearing under Part II, Item 8 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 under Part I, Item 1 of National Fuel Gas Company's December 31, 1994 Form 10 - Q, March 31, 1995 Form 10 - Q and June 30, 1995 Form 10 - Q are incorporated herein by reference. 3) Analysis of Investments in Associated Companies at August 31, 1995 (per Books): Earnings Reinvested Par or in the Unremitted Total Investment Stated Value Business Earnings in Associated of Subsidiary Paid in at Since Companies at Stock Capital Acquisition Acquisition Equity National Fuel Gas Company: National Fuel Gas Distribution Corporation $59,171 $121,668 $4,636 $213,837 $399,312 National Fuel Gas Supply Corporation 25,345 35,833 2,453 141,638 205,269 Seneca Resources Corporation 500 104,035 6 10,456 114,997 Leidy Hub, Inc. 4 1,038 - (420) 622 Highland Land & Minerals, Inc. 5 445 - 4,656 5,106 Utility Constructors, Inc. 1 5,959 - (2,475) 3,485 Data-Track Account Services, Inc. 1 499 - 117 617 National Fuel Resources, Inc. 10 3,490 - 3,696 7,196 Consolidating Adjustment - - - 6,355 6,355 85,037 272,967 7,095 377,860 742,959 National Fuel Gas Supply Corporation: Seneca Resources Corporation - 61 61 $85,037 $273,028 $7,095 $377,860 $743,020
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