-----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, EvOnS8FtyTFhgTWYJtx62HQZlQ8zlLI6AQwyuhMGcssosHesfI94meDVC+aWhcHe rTelj+FCSX2YCCbd1HuIDw== 0000070145-98-000061.txt : 19980603 0000070145-98-000061.hdr.sgml : 19980603 ACCESSION NUMBER: 0000070145-98-000061 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980602 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-9C-3 SEC ACT: SEC FILE NUMBER: 074-00027 FILM NUMBER: 98640859 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 1: 10 LAFAYETTE SQ STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 U-9C-3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 For the Quarterly Period Ending March 31, 1998 Registered Holding Company: National Fuel Gas Company (A New Jersey Corporation) 10 Lafayette Square Buffalo, New York 14203 ITEM 1 - ORGANIZATION CHART
Name of Reporting Co. Energy or Gas Date of State of Percentage of Nature of Business Related Organization Organization Voting Securities Held National Fuel Gas Company Holding 1902 New Jersey Holds all voting The Company is an integrated securities of National natural gas operation engaged in Fuel Resources, Inc. owning and holding securities and the reporting issued by its subsidiaries. companies except as indicated below. National Fuel Resources, Holding 1991 New York Holds all voting Gas marketing. Inc. securities of Gateway Energy, Inc. Seneca Independence Gas 1996 Delaware 100% Holds a 33 1/3% general Pipeline Company partnership interest in Independence Pipeline Company, which was not formed under Rule 58. Niagara Independence Holding 1997 Delaware 100% Holds the 25% general Marketing Company partnership interest in DirectLink indicated below. DirectLink Gas Marketing Gas 1997 Delaware 25% Gas marketing Company Niagara Energy Gas 1997 New York 100% Gas marketing. Trading Inc. Gateway Energy, Inc. Gas 1995 New York 100% Gas marketing.
NARRATIVE DESCRIPTION: National Fuel Gas Company and National Fuel Resources, Inc. are not "reporting companies" but are included in this Item 1 because they hold directly or indirectly voting securities issued by reporting companies as indicated above. During the quarter ended March 31, 1998, the reporting companies engaged in the following activities: Seneca Independence Pipeline Company ("SIP") purchased a 33 1/3% general partnership interest in Independence Pipeline Company ("Independence"), following receipt of approval by the SEC under the PUHCA (see File 70-9117, HCAR No. 35-26840). SIP borrowed the purchase price from National Fuel Gas Company. Niagara Independence Marketing Company retained its interest in DirectLink Gas Marketing Company ("DirectLink"). No capital contributions were requested by DirectLink this quarter. DirectLink did not engage in any transactions this quarter. Gateway Energy, Inc. and Niagara Energy Trading Inc. ("NET") engaged in gas marketing transactions this quarter. ITEM 2 - ISSUANCE OF SECURITIES AND CAPITAL CONTRIBUTIONS
Company Type of Principal Amount Issue or Cost of Person to Collateral Consideration Issuing Security of Security Renewal Capital Whom Security Given With Received for Stock Issued Was Issued Security Each Security Seneca Note $ 500,000 Issue N/A National N/A $ 500,000 Independence Note 500,000 Renewal Fuel Gas 500,000 Pipeline Note 500,000 Renewal Company 500,000 Company Note 3,500,000 Issue 3,500,000 Note 500,000 Renewal 500,000 DirectLink Gas No transactions this quarter Marketing Company Niagara No transactions this quarter Independence Marketing Company Niagara Note $900,000 Renewal/ N/A National N/A $900,000 Energy Issue* Fuel Gas Trading 300,000 Issue Company 300,000 Inc. 400,000 Renewal 400,000 500,000 Renewal/ 500,000 Issue** Gateway No transactions this quarter. Energy, Inc.
* Renewal of $800,000; new issue of $100,000. ** Renewal of $400,000; new issue of $100,000. ITEM 3 -ASSOCIATE TRANSACTIONS PART 1 - TRANSACTIONS PERFORMED BY REPORTING COMPANY ON BEHALF OF ASSOCIATE COMPANIES
Reporting Co. Associate Co. Types of Direct Indirect Cost of Total Amount Billed Rendering Receiving Services Costs Costs Capital Services Services Rendered Charged Charged NONE
PART 2 - TRANSACTIONS PERFORMED BY ASSOCIATE COMPANIES ON BEHALF OF REPORTING COMPANY
Associate Co. Reporting Co. Types of Direct Indirect Cost of Total Amount Billed Rendering Receiving Services Costs Costs Capital Services Services Rendered Charged Charged National Fuel Seneca Managerial, -0- -0- -0- -0- Gas Supply Independence financial, Corporation Pipeline legal, and Company other similar services. National Fuel Gateway Managerial, -0- -0- -0- -0- Resources, Inc. Energy, Inc. financial, and other similar services. Seneca Niagara Managerial, $24,491 -0- -0- $24,491 Resources Energy financial and Corporation Trading Inc. other similar services.
- ----------------------------------- Niagara Energy Trading Inc. also purchased regulated interstate natural gas transportation and storage services from its associate, National Fuel Gas Supply Corporation ("Supply"), pursuant to Supply's FERC gas tariff, but such services are "exempted transactions" pursuant to Rule 81 under the Public Utility Holding Company Act (17 CFR Sec. 250.81). ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT Investment in Energy Related/Gas Related Companies: NOTE: All the Reporting Companies are gas-related companies; none are energy-related companies. Investments in Gas-Related Companies: Total Current Aggregate Investment: Pipeline activities $4,001,000 Marketing activities 502,400 ---------- Total Current Aggregate Investment: $4,503,400*** *** Reflects principal loan balances at 3/31/98 plus money paid for common stock in previous quarters. ITEM 5 - OTHER INVESTMENTS
Major Line of Energy- Other Investment in last Other Investment in This Reason For Difference Related Business U-9C-3 Report U-9C-3 Report in Other Investment NONE
ITEM 6-FINANCIAL STATEMENTS AND EXHIBITS A. FINANCIAL STATEMENTS: 1. Balance Sheet for Seneca Independence Pipeline Company - Attached 2. Income Statement for Seneca Independence Pipeline company - Attached 3. Balance Sheet for Niagara Energy Trading Inc. - Attached 4. Income Statement for Niagara Energy Trading Inc. - Attached 5. Balance Sheet for Gateway Energy, Inc. - Attached 6. Income Statement for Gateway Energy, Inc. - Attached NOTE: DirectLink Gas Marketing Company had no assets or liabilities at March 31, 1998, and engaged in no transactions during the quarter ended March 31, 1998. Niagara Independence Marketing Company had no transactions this quarter and is engaged solely in the ownership of an interest in another gas-related company (DirectLink). B. EXHIBITS: NONE SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, National Fuel Gas Company has duly caused this report to be signed and authorized on its behalf by the undersigned. Please direct inquiries concerning this report to the undersigned at (716) 857-7702 Dated: June 1, 1998 NATIONAL FUEL GAS COMPANY By: /s/ James R. Peterson -------------------------------------- James R. Peterson Assistant Secretary EX-99 2 SENECA INDEPENDENCE PIPELINE COMPANY BALANCE SHEET AT MARCH 31, 1998 ------------ ASSETS Current Assets: Cash $ 92,606 Other Accounts Receivable (2,781) ---------- 89,825 ---------- Property, Plant & Equipment - ---------- Other Assets Other Assets 3,902,815 ---------- $3,992,640 ========== LIABILITIES & STOCKHOLDERS EQUITY Current Liabilities Notes Payable - Intercompany 4,000,000 Accounts Payable - Intercompany 7,241 ---------- 4,007,241 ---------- Other Liabilities - Capitalization: Stockholder's Equity: Capital Stock 1,000 Earnings Reinvested in the Business (15,601) ---------- (14,601) ---------- $3,992,640 ========== EX-99 3 SENECA INDEPENDENCE PIPELINE COMPANY INCOME STATEMENT THREE MONTHS ENDED SIX MONTHS ENDED MARCH 1998 MARCH 1998 ------------------ ---------------- $ - Operating Income $ - --------- -------- Operating Expenses 3,615 Operation Expense 3,615 --------- -------- (3,615) Operating Income (Loss) (3,615) --------- -------- Other Income - Other Interest 43 --------- -------- Other Deductions 7,263 Interest Expense - Intercompany 7,306 4,723 Other Interest Expense 4,723 --------- -------- 11,986 12,029 --------- -------- Net Income (Loss) (15,601) Before Income Taxes (15,601) --------- -------- Income Taxes - Federal - - State - --------- -------- - - --------- -------- $ (15,601) Net Income (Loss) $(15,601) ========= ======== EX-99 4 NIAGARA ENERGY TRADING INC. BALANCE SHEET MARCH 31, 1998 ASSETS - ------ Assets: Cash $ 59,400 Accounts Receivable - Intercompany 0 Inventory 313,600 -------- 373,000 -------- Other Assets: Deferred Charges - -------- $373,000 ======== LIABILITIES & STOCKHOLDER'S EQUITY - ---------------------------------- Liabilities: Accounts Payable - Intercompany $ 10,115 Notes Payable - Intercompany 500,000 Income Taxes - Federal (43,898) Other Accrued Taxes (12,045) -------- 453,812 -------- Capitalization: Stockholder's Equity: Paid-In-Capital 1,000 Earnings Reinvested in the Business (Accumulated Deficit) (81,812) -------- Total Common Stock Equity (80,812) -------- $373,000 ======== EX-99 5 NIAGARA ENERGY TRADING INC. INCOME STATEMENT MARCH 31, 1998 SIX MONTHS CURRENT ENDED QUARTER ---------- ------- Operating Income: Revenue $ 796,991 $ 796,911 --------- --------- 796,991 796,911 --------- --------- Operating Expenses: Purchase Gas 733,939 733,939 Lease Operating Expense 133,482 133,482 General & Administrative 58,381 28,251 Other Taxes 400 - --------- --------- 926,202 895,672 --------- --------- Operating Income/(Loss) (129,291) (98,761) --------- --------- Other Income Interest 2,580 2,580 Other Deductions Interest Expense 11,403 11,403 Net Income/(Loss) Before Income Taxes (138,114) (107,584) Income Taxes: Federal (43,898) (34,174) State (12,405) (9,657) -------- -------- (56,303) (43,831) -------- -------- Net Income/(Loss) $(81,811) $(63,753) ======== ======== EX-99 6 GATEWAY ENERGY, INC. BALANCE SHEET AT MARCH 31, 1998 --------------- ASSETS Current Assets $ 0 ======== CAPITALIZATION Common Stock $ 10 ======== EX-99 7 GATEWAY ENERGY, INC. INCOME STATEMENT THREE MONTHS ENDED MARCH 1998 ------------------ Sales $0 Purchases 0 -- 0 Interest Income 0 Salaries 0 Payroll Tax 0 Fringes 0 Office 0 Miscellaneous 0 Legal and Professional 0 Vehicles 0 Other 0 Interest Expense 0 -- Loss $0 All business formerly transacted by Gateway was instead done by its parent, National Fuel Resources, Inc. (NFR), in anticipation of the merger of Gateway into NFR in the quarter which will end June 1998. -----END PRIVACY-ENHANCED MESSAGE-----