-----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, D2VUpRvY5WpuecI0X+OjfYcPTL3/NduXLnkxjMtqPEKHmRVvxpCDdHE3azWjTB96 GjjDUcN+SOfOM2k+iUvC2w== 0000070145-99-000080.txt : 19990826 0000070145-99-000080.hdr.sgml : 19990826 ACCESSION NUMBER: 0000070145-99-000080 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990825 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: 35-CERT SEC ACT: SEC FILE NUMBER: 070-09153 FILM NUMBER: 99698899 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 35-CERT 1 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION - -------------------------------------------- In the Matter of NATIONAL FUEL GAS COMPANY SIXTH NATIONAL FUEL GAS DISTRIBUTION CORPORATION CERTIFICATE NATIONAL FUEL GAS SUPPLY CORPORATION PURSUANT TO SENECA RESOURCES CORPORATION RULE 24 UTILITY CONSTRUCTORS, INC. HIGHLAND LAND & MINERALS, INC. LEIDY HUB, INC. DATA-TRACK ACCOUNT SERVICES, INC. NATIONAL FUEL RESOURCES, INC. HORIZON ENERGY DEVELOPMENT, INC. SENECA INDEPENDENCE PIPELINE COMPANY NIAGARA INDEPENDENCE MARKETING COMPANY UPSTATE ENERGY INC., F/K/A NIAGARA ENERGY TRADING INC. File No. 70-9153 (Public Utility Holding Company Act of 1935) - -------------------------------------------- THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed by National Fuel Gas Company ("National"), and its subsidiaries: National Fuel Gas Distribution Corporation ("Distribution Corporation"), National Fuel Gas Supply Corporation ("Supply Corporation"), Seneca Resources Corporation ("Seneca"), Utility Constructors, Inc. ("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy Hub, Inc. ("Leidy"), Data-Track Account Services, Inc. ("Data-Track"), National Fuel Resources, Inc. ("NFR"), Horizon Energy Development, Inc. ("Horizon Energy"), Seneca Independence Pipeline Company ("SIP"), Niagara Independence Marketing Company ("NIM"), and Upstate Energy Inc., formerly known as Niagara Energy Trading Inc. ("Upstate") (collectively, the "Subsidiaries"), in their Application-Declaration on Form U-1, as amended, ("Application-Declaration")in SEC File No. 70-9153, have been carried out in accordance with the terms and conditions, and for the purposes as represented by said Application-Declaration, and the Order of the Securities and Exchange Commission ("Commission") (HCAR No. 35-26847 dated March 20, 1998) with respect thereto. 1. EXTERNAL FINANCING BY NFG ------------------------- a. Short-term Debt BORROWING BY NATIONAL National borrowed funds to be used for its own corporate purposes by issuing commercial paper and/or short-term notes (in all cases having maturities of no more than 270 days) to banks or other financial institutions during the quarter ended June 30, 1999 ("Quarter"): ---------------------------------------------------------------------------
At Beginning At End Maximum Level Minimum Level of Quarter of Quarter of Such Short-term Debt of Such Short-term Debt ---------- ---------- ----------------------- ----------------------- $11,000,000 $25,700,000 $31,000,000 $11,000,000
b. Long-term securities (1) Long-Term Debt Securities; Preferred Stock During the Quarter, National did not sell any long-term debt securities (i.e. debt with maturities in excess of 270 days). (2) Stock Issuance Plans During the Quarter, National issued the following shares of common stock through the following plans ("Stock Issuance Plans"):
Number of Number of Shares Exchanged as Name Of Plan Shares Issued Consideration for Share Issuances - ------------ ------------- --------------------------------- Customer Stock Purchase Plan 8,831 N/A Dividend Reinvestment and Stock 31,886 N/A Purchase Plan Tax Deferred Savings 32,545 N/A Plans [401(k)] Retainer Policy for 700 N/A Outside Directors 1997 Award & Option Plan 2,000 - 0 - 1993 Award and Option Plan 23,350 - 0 - 1984 Stock Plan 9,000 2,085 1983 Incentive Stock Option Plan 7,850 2,326 Total Number of 116,162 4,411 Shares Issued/Exchanged Net New Shares 111,751
Aggregate Consideration received upon issuance of 116,162 shares: $4,379,400.28. The purpose of National's Customer Stock Purchase Plan and its Dividend Reinvestment and Stock Purchase Plan is to promote the long-term ownership of National's common stock by allowing for the purchase thereof directly from National, through cash purchases and through reinvestment of cash dividends. The purpose of National's two Tax-Deferred Savings Plans is to encourage employees of National and of its Subsidiaries to provide for their retirement needs by providing opportunities for long-term capital accumulation, to promote ownership of National's common stock among employees, to provide an attractive employee benefit, and to keep National's employee benefit program competitive with programs offered by other corporations. The purpose of National's Retainer Policy for outside directors is to pay outside directors a portion of their annual retainer in common stock of National. This promotes the long-term ownership of National's common stock by outside directors. National adopted its four award and option plans in order to attract, retain and motivate key employees of outstanding ability. These plans were intended to provide an incentive to key employees to maximize the long-range profits, revenues, and financial integrity of National by increasing the personal stake of those employees in the continued success and growth of National, and by providing significant incentives to their continuation of employment at National and its Subsidiaries. On June 17, 1999, the Compensation Committee of the Board of Directors of National awarded stock options pertaining to 10,200 shares of National's common stock pursuant to the National Fuel Gas Company 1993 Award and Option Plan and 127,000 shares of National's common stock pursuant to the National Fuel Gas Company 1997 Award and Option Plan. The Compensation Committee did not award any Stock Appreciation Rights or shares of Restricted Stock. (3) Compliance With Parameters Concerning Long-Term Securities During the Quarter, all long-term debt of National had bond ratings of "investment grade", and National's common equity (as reflected in its Form 10-Q) did not fall below 30% of National's consolidated capitalization. c. Hedging Transactions During the Quarter, National did not enter into any hedges or other derivative transactions either pursuant to a Hedge Program or an Anticipatory Hedge Program. d. Other Securities During the Quarter, National did not issue other types of securities ("Other Securities"). 2. MONEY POOL ---------- During the Quarter, National coordinated the borrowing requirements of Subsidiaries through the system money pool ("Money Pool"). Money Pool activities included: a. National sold commercial paper during the Quarter, through Merrill Lynch Money Markets, Inc. and/or Chase Securities, Inc. The proceeds were loaned by National to certain Subsidiaries either directly or through the Money Pool during the Quarter. Commercial Paper Outstanding ------------------------------------------------------------------ Maximum Amount Minimum Amount At Beginning At End Outstanding During Outstanding During of Quarter of Quarter Quarter Quarter ---------- ---------- ------- ------- $150,000,000 $132,500,000 $150,000,000 $79,400,000 b. National issued short-term notes to banks or other financial institutions during the Quarter. The proceeds thereof were loaned by National to certain Subsidiaries that borrowed through the Money Pool during the Quarter. National's External Bank/Financial Institution Borrowings Outstanding (Money Pool) --------------------------------------------------------------------- Maximum Amount Minimum Amount At Beginning At End Outstanding During Outstanding During of Quarter of Quarter Quarter Quarter ---------- ---------- ------- ------- $196,000,000 $192,800,000 $196,000,000 $114,700,000 c. The maximum aggregate amount of external short-term debt borrowed by National (for its own use and for the Money Pool) at any time during the Quarter was $346,000,000, and the maximum aggregate amount that National and its Subsidiaries lent to other Subsidiaries participating in the Money Pool at any time during the Quarter was $390,800,000. d. The following table lists cash balances that National and certain Subsidiaries (i.e., Subsidiaries with surplus funds) loaned to other Subsidiaries that borrowed through the Money Pool during the Quarter: Cash Balances Loaned Through the Money Pool --------------------------------------------------- At Beginning At End of Quarter of Quarter Maximum Minimum ---------- ---------- ------- ------- National $36,700,000 $41,500,000 $42,200,000 $36,700,000 Distribution 0 0 25,300,000 0 Supply 0 0 0 0 Seneca 14,300,000 13,900,000 16,500,000 13,900,000 UCI 400,000 200,000 400,000 200,000 Highland 0 0 0 0 Leidy 700,000 700,000 700,000 700,000 Data-Track 700,000 600,000 700,000 600,000 NFR 0 1,300,000 4,700,000 0 Horizon Energy 100,000 500,000 5,400,000 0 SIP 0 0 0 0 NIM 0 0 0 0 Upstate 0 0 0 0 e. The following table lists cash balances that certain Subsidiaries borrowed through the Money Pool during the Quarter. National does not borrow from its Subsidiaries through the Money Pool or otherwise. Borrowings from the Money Pool ---------------------- ------------------------------- At Beginning At End Maximum Minimum of Quarter of Quarter Borrowed Borrowed ---------- ---------- -------- -------- Distribution $ 53,700,000 $ 11,700,000 $ 53,700,000 $ 0 Supply 57,700,000 46,800,000 66,300,000 44,100,000 Seneca 263,500,000 263,400,000 274,800,000 256,100,000 UCI 0 0 0 0 Highland 3,600,000 50,900,000 50,900,000 3,400,000 Leidy 0 0 0 0 Data-Track 0 0 0 0 NFR 9,700,000 0 9,700,000 0 Horizon Energy 0 0 0 0 SIP 9,300,000 9,500,000 9,500,000 9,300,000 NIM 0 0 0 0 Upstate 1,400,000 2,400,000 2,400,000 1,300,000 3. USE OF PROCEEDS --------------- National has used the proceeds of the aforementioned issuances of short-term debt, and the borrowing Subsidiaries have used the proceeds of their Money Pool borrowings, for acquisitions, capital expenditures, working capital needs, for the retirement or redemption of securities, or for other general corporate purposes. 4. EXTERNAL FINANCING BY DISTRIBUTION ---------------------------------- During the Quarter, Distribution did not engage in external financing except for the execution of a $1.634 million Installment Sales Agreement with a vendor in connection with the purchase of new computer software and related maintenance services. 5. FINANCING ENTITIES ------------------ During the Quarter, National and its nonutility Subsidiaries did not organize new corporations, trusts, partnerships or other entities created for the purpose of facilitating financing. 6. GUARANTEES BY NATIONAL ---------------------- During the Quarter, National made guarantees on behalf of its Subsidiaries in the aggregate amount of $15,750,000. The maximum amount of guarantees or credit support that National had outstanding to its Subsidiaries at any time during the quarter was $155,310,000. All guarantees relate to gas transportation, purchases or sales, or other credit support agreements relating to the Subsidiaries' existing businesses. 7. ACQUISITIONS OF EWG'S, FUCO'S AND RULE 58 COMPANIES --------------------------------------------------- Except as set forth in the following sentence, during the Quarter, neither National nor any of its Subsidiaries made any investments in entities that had been designated as electric wholesale generators (EWG's) or foreign utility companies (FUCO's) at such time, and neither National nor any of its Subsidiaries made any investments in energy-related companies and gas-related companies under Rule 58. In June, in exchange for $20,000.00 National acquired all of the shares of NFR Power, Inc., a new subsidiary which has been designated as an EWG by the Federal Energy Regulatory Commission. The aggregate investment of National and its subsidiaries in EWG's and FUCO's does not exceed the limits set forth in the Commission's Rule 53. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this First Certificate Pursuant to Rule 24 to be signed on their behalf by the undersigned thereunto duly authorized. NATIONAL FUEL GAS COMPANY By: /s/ P. C. Ackerman ------------------------------------ P. C. Ackerman President NATIONAL FUEL GAS DISTRIBUTION CORPORATION By: /s/ D. F. Smith ------------------------------------ D. F. Smith President SENECA RESOURCES CORPORATION By: /s/ J. A. Beck ------------------------------------ J. A. Beck President NATIONAL FUEL GAS SUPPLY CORPORATION By: /s/ R. Hare ------------------------------------ R. Hare President NATIONAL FUEL RESOURCES, INC. By: /s/ R. J. Kreppel ------------------------------------ R. J. Kreppel President UTILITY CONSTRUCTORS, INC. By: /s/ J. A. Beck ------------------------------------ J. A. Beck President HORIZON ENERGY DEVELOPMENT INC. By: /s/ P. C. Ackerman ------------------------------------ P. C. Ackerman President HIGHLAND LAND & MINERAL, INC. By: /s/ J. A. Beck ------------------------------------ J. A. Beck President DATA-TRACK ACCOUNT SERVICES, INC. By: /s/ P. C. Ackerman ------------------------------------ P. C. Ackerman President LEIDY HUB, INC. By: /s/ W. E. DeForest ------------------------------------ W. E. DeForest President SENECA INDEPENDENCE PIPELINE COMPANY By: /s/ R. Hare ------------------------------------ R. Hare President NIAGARA INDEPENDENCE MARKETING COMPANY By: /s/ C. H. Friedrich ------------------------------------ C. H. Friedrich Treasurer UPSTATE ENERGY INC. By: /s/ C. H. Friedrich ------------------------------------ C. H. Friedrich Treasurer Dated: August 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----