-----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, UPmYthHe8ppc9uE/ZCB9Dybg+Lml/tvuaCr8neKxww6/V5XlqmQv5m2T2GCV6JND +6gf+RKwnX7vPQKyqg6E1g== 0000950120-96-000037.txt : 19960311 0000950120-96-000037.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950120-96-000037 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960308 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08541 FILM NUMBER: 96532879 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 2125417533 MAIL ADDRESS: STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 35-CERT 1 CERTIFICATE PURSUANT TO RULE 24 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. -------------------------------------X : In the Matter of : : NATIONAL FUEL GAS COMPANY : CERTIFICATE NATIONAL FUEL GAS : DISTRIBUTION CORPORATION : PURSUANT TO NATIONAL FUEL GAS SUPPLY CORPORATION : RULE 24 SENECA RESOURCES CORPORATION : ----------- NATIONAL FUEL RESOURCES, INC. : UTILITY CONSTRUCTORS, INC. : : File No. 70-8541 : : (Public Utility Holding Company : Act of 1935) : : -------------------------------------X This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, that the transactions described below, which were proposed by National Fuel Gas Company ("Company"), National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation, Seneca Resources Corporation ("Seneca"), National Fuel Resources, Inc. and Utility Constructors, Inc., in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said joint Application or Declaration, as amended, and pursuant to the orders of the Securities and Exchange Commission with respect thereto dated April 20, 1995 and October 19, 1995. On February 27, 1996, the Company was notified of an offer to purchase $100,000,000 aggregate principal amount of the Company's Medium-Term Notes, Series C ("MTNs") due March 1, 1999 at an interest rate of 5.58%. On February 27, 1996, the Company accepted the offer by executing a Terms Agreement with Bear, Stearns & Co. Inc., one of the Agents named in the Distribution Agreement dated July 21, 1993, as amended. On March 1, 1996, the Company issued and sold $100,000,000 aggregate principal amount of its 5.58% non- redeemable MTNs due March 1, 1999 to Bear, Stearns & Co. Inc. The proceeds from the sale of the 5.58% non-redeemable MTNs due March 1, 1999 were loaned to Distribution ($50,000,000) and Seneca ($50,000,000) in exchange for long-term unsecured notes issued by Seneca and Distribution. Attached hereto and incorporated by reference are: Exhibit A-1 - Copy of Pricing Supplement No. 7 used in connection with the sale of the MTNs. Exhibit B-1 - Conformed copy of the Terms Agreement dated February 27, 1996 between the Company and Bear, Stearns & Co. Inc. Exhibit F-1(a) - Post effective opinion of Reid & Priest LLP. Exhibit F-2(a) - Post effective opinion of Stryker, Tams & Dill. Exhibit F-3(a) - Post effective opinion of Anna Marie Cellino, Esq. IN WITNESS WHEREOF, National Fuel Gas Company has caused this certificate to be executed this 8th day of March, 1996. NATIONAL FUEL GAS COMPANY By /s/ Gerald T. Wehrlin --------------------------- Gerald T. Wehrlin Controller NATIONAL FUEL GAS DISTRIBUTION CORPORATION By /s/ Gerald T. Wehrlin --------------------------- Gerald T. Wehrlin Senior Vice President, Controller NATIONAL FUEL GAS SUPPLY CORPORATION By /s/ Joseph P. Pawlowski --------------------------- Joseph P. Pawlowski Treasurer SENECA RESOURCES CORPORATION By /s/ Gerald T. Wehrlin --------------------------- Gerald T. Wehrlin Controller NATIONAL FUEL RESOURCES, INC. By /s/ Robert J. Kreppel --------------------------- Robert J. Kreppel President UTILITY CONSTRUCTORS, INC. By /s/ Joseph P. Pawlowski --------------------------- Joseph P. Pawlowski Treasurer EXHIBIT INDEX Exhibit Description ------- ----------- A-1 Copy of Pricing Supplement No. 7 used in connection with the sale of the MTNs. B-1 Conformed copy of the Terms Agreement dated February 27, 1996 between the Company and Bear, Stearns & Co. Inc. F-1(a) Post effective opinion of Reid & Priest LLP. F-2(a) Post effective opinion of Stryker, Tams & Dill. F-3(a) Post effective opinion of Anna Marie Cellino, Esq. EX-99 2 EXHIBIT A-1 - PRICING SUPPLEMENT NO. 7 Exhibit A-1 Rule 424(b)(3) File No. 33-49401 PRICING SUPPLEMENT NO. 7, DATED FEBRUARY 27, 1996 (To Prospectus dated April 15, 1994 and Prospectus Supplement dated April 15, 1994) NATIONAL FUEL GAS COMPANY (Medium-Term Notes, Series C) Trade Date: February 27, 1996 Principal Amount: $100,000,000 Price to Public: At varying prices as described below Issue Date: March 1, 1996 (the Offered Notes will bear interest from March 1, 1996) Maturity Date: March 1, 1999 Interest Rate: 5.58% Underwriting Discounts and Commissions: .35% Proceeds to the Company: $99,650,000 Redemption Terms: Non-Redeemable UNDERWRITING Subject to the terms and conditions set forth in a Terms Agreement, dated February 27, 1996 between Bear, Stearns & Co. Inc. (the "Purchaser") and the Company (the "Terms Agreement"), the Purchaser has agreed to purchase from the Company, and the Company has agreed to sell to the Purchaser, as principal, $100,000,000 principal amount of the Offered Notes. The Company has been advised by the Purchaser that it proposes to offer the Offered Notes to one or more investors or other purchasers, including other dealers, from time to time in one or more transactions, including negotiated transactions, at varying prices related to prevailing market prices at the time of resale. Under the terms and conditions of the Terms Agreement, the Company has agreed that during the period ending on the Issue Date set forth above, it will not offer for sale, issue or sell, or enter into any agreement to offer for sale, issue or sell, any securities of the Company having terms substantially similar to those of the Offered Notes. COMPANY UNDERTAKING The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of the accompanying Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to therein which have been or may be incorporated in the accompanying Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to: Curtis W. Lee, General Manager - Finance, National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York 14203, telephone (716) 857- 7812. EXPERTS The financial statements incorporated in the accompanying Prospectus by reference to the Annual Report on Form 10-K, for the year ended September 30, 1995, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The information incorporated in the accompanying Prospectus by reference to the Company's Annual Report on Form 10-K, for the fiscal year ended September 30, 1995, relating to the oil and gas reserves of Seneca Resources Corporation, which has been specifically attributed to Ralph E. Davis Associates, Inc., has been reviewed and verified by that firm and has been included herein in reliance upon the authority of said firm as an expert. EX-99 3 EXHIBIT B-1 - TERMS AGREEMENT Exhibit B-1 NATIONAL FUEL GAS COMPANY Medium-Term Notes, Series C TERMS AGREEMENT --------------- February 27, 1996 National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Dear Ladies and Gentlemen: Subject to the terms and conditions set forth herein, Bear, Stearns & Co. Inc. (the "Purchaser") agrees to purchase from National Fuel Gas Company (the "Company"), and the Company agrees to sell to the Purchaser, $100,000,000 principal amount of the Company's Medium-Term Notes, Series C having the terms set forth below (the "Offered Notes") at a purchase price equal to 99.65% of the principal amount thereof. Principal Amount: $100,000,000 Interest Rate: 5.58% Price to Public: See Below Underwriting Discounts and Commissions: .35% Proceeds to the Company: $99,650,000 Settlement Date: March 1, 1996 Redemption Terms: Non-Redeemable Date of Maturity: March 1, 1999 Issue Date: March 1, 1996 (the Offered Notes will bear interest from March 1, 1996) Payment Terms: Wire transfer of immediately available funds Delivery of Notes: Through the facilities of The Depository Trust Company The Purchaser requires that the Company deliver an Officers' Certificate pursuant to Section 7(d) of the Distribution Agreement dated July 21, 1993, as amended, between the Company and each of the Purchaser and the other parties named therein (the "Distribution Agreement"). The Company agrees that during the period ending on the Settlement Date, it will not offer for sale, issue or sell, or enter into any agreement to offer for sale, issue or sell, any securities of the Company having terms substantially similar to those of the Offered Notes. The Company has been advised by the Purchaser that it proposes to offer the Offered Notes to one or more investors or other purchasers, including other dealers, from time to time in one or more transactions, including negotiated transactions, at varying prices related to prevailing market prices at the time of resale. The sale of the Offered Notes to the Purchaser is being made pursuant to the terms of Section 11 of the Distribution Agreement. The provisions of the Distribution Agreement are hereby incorporated by reference herein and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neill ------------------------- Accepted: NATIONAL FUEL GAS COMPANY By: /s/ J. P. Pawlowski ---------------------- EX-99 4 EXHIBIT F-1(A) - POST-EFFECT. OP. OF REID & PRIEST Exhibit F-1(a) Reid & Priest LLP A New York Registered Limited Liability Partnership 40 West 57th Street New York, New York 10019 New York, New York March 8, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation Seneca Resources Corporation National Fuel Resources, Inc. Utility Constructors, Inc. File No. 70-8541 ------------------------------------------ Ladies and Gentlemen: With reference to the joint application or declaration on Form U-1, as amended, filed on December 29, 1994 by National Fuel Gas Company ("National") and National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation, Seneca Resources Corporation ("Seneca"), National Fuel Resources, Inc. and Utility Constructors, Inc., wholly-owned subsidiaries of National, and, in connection therewith, (i) the issuance and sale by National of $100,000,000 in aggregate principal amount of its non-redeemable 5.58% Medium-Term Notes, Series C, due March 1, 1999 (the "MTNs"), and (ii) the acquisition by National of $50,000,000 in long-term unsecured notes issued by Distribution and $50,000,000 in long-term unsecured notes issued by Seneca (collectively, the "Transactions"), we are of the opinion that: 1. National is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. The above-described Transactions have been consummated in accordance with the joint application or declaration, as amended, the orders of the Securities and Exchange Commission thereon and, with respect to the issuance and sale of the MTNs, the registration statement filed as an exhibit to such application or declaration. 3. All state laws applicable to the Transactions (other than so-called "blue-sky" laws or similar laws, upon which we do not pass herein) have been complied with. 4. The MTNs are valid and binding obligations of National enforceable in accordance with their terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (x) the possible unavailability of specific performance, injunctive relief or any other remedy, and (y) concepts of materiality, reasonableness, good faith, fair dealing and equitable subordination. 5. The legal rights of the holders of any securities issued by National have not been violated by the Transactions. We are members of the New York Bar and do not hold ourselves out as experts on the laws of any other state. Accordingly, in giving this opinion, we have relied, as to all matters governed by the law of the State of New Jersey, upon the opinion of Stryker, Tams & Dill, New Jersey Counsel for National, which is to be filed as an exhibit to the Certificate pursuant to Rule 24. We hereby consent to the use and filing of this opinion in connection with and/or as an exhibit to National's Certificate pursuant to Rule 24. Very truly yours, REID & PRIEST LLP By: /s/ Robert J. Reger, Jr. -------------------------- Robert J. Reger, Jr. EX-99 5 EXHIBIT F-2(A) - POST-EFFECT. OP. OF STRYKER, TAMS Exhibit F-2(a) Stryker, Tams & Dill Two Penn Plaza East Newark, New Jersey 07105 March 8, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: National Fuel Gas Company National Fuel Gas Distribution Corporation National Gas Supply Corporation Seneca Resources Corporation National Fuel Resources, Inc. Utility Constructors, Inc. File No. 70-8541 ------------------------------------------ Ladies and Gentlemen: With reference to the above-referenced joint application or declaration on Form U-1, as amended (the "Application-Declaration"), filed on December 29, 1994 by National Fuel Gas Company ("National") and its subsidiary corporations, National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation, Seneca Resources Corporation ("Seneca"), National Fuel Resources, Inc. and Utility Constructors, Inc., and, in connection therewith, (i) the issuance and sale by National of $100,000,000 in aggregate principal amount of its non-redeemable 5.58% Medium-Term Notes, Series C, due March 1, 1999 (the "MTNs"), and (ii) the acquisition by National of $50,000,000 in long-term unsecured notes issued by Distribution (the "Distribution Notes") and $50,000,000 in long-term unsecured notes issued by Seneca (the "Seneca Notes"), we are of the opinion that: 1. National is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. The above-described transactions have been consummated in accordance with the Application-Declaration, the orders of the Securities and Exchange Commission thereon, and with respect to the issuance and sale of the MTNs, the registration statement of National on Form S-3 relating thereto (No. 33-49401), filed as an exhibit to the Application-Declaration. 3. All laws of the State of New Jersey applicable to the above-described transactions (other than the New Jersey Uniform Securities Law, as amended, upon which we do not opine herein) have been complied with. 4. Insofar as New Jersey law is applicable, the MTNs are valid and binding obligations of National, enforceable against National in accordance with their terms, except as limited by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws of general application relating to or affecting creditors' rights and remedies and (y) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy, and the concepts of materiality, commercial reasonableness, good faith, fair dealing and equitable subordination. 5. Insofar as New Jersey law is applicable, National has legally acquired the Distribution Notes and the Seneca Notes. 6. The legal rights of the holders of any securities issued by National have not been violated. In rendering the opinions expressed in paragraphs 2, 4 and 6 hereof, we have assumed that the MTNs were duly authenticated and delivered by The Bank of New York (formerly "Irving Trust Company"), as Trustee (the "Trustee"), in accordance with the provisions of that certain Indenture dated as of October 15, 1974, between National and the Trustee, as amended and supplemented, pursuant to which the MTNs were issued. We have further assumed in this connection that the agreed upon consideration for the MTNs was paid by the purchaser, as contemplated by the Distribution Agreement, dated as of July 21, 1993, as amended, between National and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Chase Securities, Inc., Goldman, Sachs & Co., Lehman Brothers Inc. and PaineWebber Incorporated, as Agents, and the Terms Agreement, dated February 27, 1996, between National and Bear, Stearns & Co. Inc. In rendering the opinion expressed in paragraph 5 hereof, we have assumed that the Distribution Notes and the Seneca Notes were lawfully issued by Distribution and Seneca, respectively; that all authorizations and approvals (corporate, governmental and otherwise) required in connection with the issuance and sale of the Distribution Notes and the Seneca Notes have been duly obtained by Distribution and Seneca, respectively; and that the Distribution Notes and the Seneca Notes have been duly issued and delivered for the consideration contemplated and constitute the legal, valid, binding and enforceable obligations of Distribution and Seneca, respectively. We have also received and, in connection with the opinions expressed in paragraphs 5 and 6 hereof, have relied upon the representations set forth in the letter of Curtis W. Lee, Esq., General Manager - Finance, of National, dated March 8, 1996, a copy of which is attached hereto; and those opinions are qualified accordingly. We consent to the use and filing of this opinion in connection with or as an exhibit to National's Certificate pursuant to Rule 24. Reid & Priest LLP is hereby authorized to rely upon this opinion as to matters governed by New Jersey law to the same extent as if it were addressed to them. Very truly yours, /s/ Stryker, Tams & Dill STRYKER, TAMS & DILL Attachment National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 March 8, 1996 Stryker, Tams & Dill Two Penn Plaza East Newark, NJ 07105 Att: Charles H. Friedrich, III, Esq. RE: National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation Seneca Resources Corporation National Fuel Resources, Inc. Utility Constructors, Inc. SEC File No. 70-8541 ------------------------------------------ Dear Mr. Friedrich: In connection with the above referenced application or declaration on Form U-1, as amended, filed with the Securities and Exchange Commission, and the Medium-Term Note, Series C, financing, we confirm the following. 1. The capital stock of National Fuel Gas Company ("National") issued and outstanding on the date of this letter consists solely of common stock. 2. Stryker, Tams & Dill has participated in obtaining the authorizations for the issuance of all outstanding debentures of National. 3. Stryker, Tams & Dill has participated in obtaining the authorizations for the issuance by National of all commercial paper, short-term notes, and/or long-term notes outstanding at the date of this letter. 4. The securities set forth in paragraph 1, 2, and 3 herein, respectively comprise all of the securities of National outstanding at the date of this letter. 5. The issuance and sale by National of $100,000,000 in aggregate principal amount of its non-redeemable 5.58% Medium-Term Notes, Series C due March 1, 1999, was in compliance with Section 6.05 of the Indenture dated as of October 15, 1974 from National to The Bank of New York (formerly Irving Trust Company), as Trustee, as amended and supplemented to date. Very truly yours, /s/ Curtis W. Lee ------------------------ Curtis W. Lee General Manager, Finance cc. Michael F. Fitzpatrick, Jr. EX-99 6 EXHIBIT F-3(A) - POST-EFFECT. OP. OF A.M. CELLINO Exhibit F-3(a) National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Anna Marie Cellino Secretary March 8, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation Seneca Resources Corporation National Fuel Resources, Inc. Utility Constructors, Inc. File No. 70-8541 ------------------------------------------ Ladies and Gentlemen: This opinion relates to the joint application or declaration on Form U-1, as amended, filed on December 29, 1994 by National Fuel Gas Company ("National"), National Fuel Gas Distribution Corporation ("Distribution Corporation"), National Fuel Gas Supply Corporation ("Supply"), Seneca Resources Corporation ("Seneca"), National Fuel Resources, Inc. ("NFR") and Utility Constructors, Inc. ("Utility Constructors") and the acquisition by National of $50,000,000 in long-term unsecured notes issued by Distribution Corporation (the "Distribution Notes") and $50,000,000 in long-term unsecured notes issued by Seneca (the "Seneca Notes"). I am of the opinion that: 1. Distribution Corporation is a corporation validly organized and duly existing under the laws of the State of New York. 2. Seneca is a corporation validly organized and duly existing under the laws of the Commonwealth of Pennsylvania. 3. The foregoing transactions have been consummated in accordance with the application or declaration, as amended, and the orders of the Securities and Exchange Commission thereon. 4. All state laws applicable to the transactions have been complied with. 5. The Distribution Notes and the Seneca Notes are valid and binding obligations of Distribution Corporation and Seneca, respectively, enforceable in accordance with their terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (a) the possible unavailability of specific performance, injunctive relief or any other remedy, and (b) concepts of materiality, reasonableness, good faith and fair dealing and equitable subordination. 6. National has legally acquired the Distribution Notes and the Seneca Notes. 7. The legal rights of the holders of any securities issued by National, Distribution Corporation, Supply, Seneca, NFR and Utility Constructors have not been violated by the transactions. I am a member of the Bar of the State of New York and do not hold myself out as an expert of the laws of any other state. Although I am not a member of the Bar of the State of Pennsylvania, I have studied the relevant laws of that state in order to render certain of the opinions set forth above. Accordingly, this opinion is expressly limited to the laws of such jurisdictions as they relate to the matters covered herein. I hereby consent to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24. Very truly yours, /s/ Anna Marie Cellino ----------------------------- Anna Marie Cellino -----END PRIVACY-ENHANCED MESSAGE-----