<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported):
April 30, 1996
TGX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10201 72-0890264
(State of (Commission (IRS Employee
Incorporation) File Number) Identification No.)
222 Pennbright, Suite 200
Houston, Texas 77090
(Address of principal executive offices)
Registrant's telephone number, including area code
(713) 872-0500
<PAGE>
ITEM 5. OTHER EVENTS.
On April 12, 1996, TGX Corporation ("TGX") entered into a Settlement
Agreement with National Fuel Gas Distribution Corporation ("National Fuel") and
the Public Service Commission of the State of New York.
Pursuant to the Settlement Agreement, TGX has received $7.2 million from
National Fuel, and all of the parties to the Settlement Agreement have dismissed
all claims and counterclaims against each other in the following actions: United
States District Court for the Western District of New York, Civil Action No.
84-1372E; action before the Supreme Court, State of New York, Chautauqua County,
Index No. G-13357; action before the Supreme Court, State of New York, Erie
County, Index No. H-10101; and action before the Supreme Court, State of New
York, Erie County (the "Chart Changing" case).
Pursuant to the agreements previously entered into between TGX and (BMO
Financial, Inc. ("BMOF"), a subsidiary of the Bank of Montreal, 50% of the gross
proceeds received by TGX (after reduction for taxes and royalties, if any, which
may be due from such proceeds) are to be paid to BMOF in cancellation and full
payment of a non-recourse secured note in the original principal amount of $4.6
million issued by TGX to the Bank of Montreal and assigned to BMOF in July,
1994. As of the date of settlement, the amount of the BMOF note was
approximately $5.5 million, including accrued but unpaid interest.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(1) Settlement Agreement among the Company, National Fuel Gas
Distribution Company, and the New York Public Service Commission
dated as of April 12, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TGX CORPORATION
(REGISTRANT)
By: /s/ Larry H. Carpenter, President
DATED: April 30, 1996
<PAGE>
SETTLEMENT AGREEMENT
The parties to this Agreement are, TGX CORPORATION ("TGX"), PARAGON
RESOURCES, INC. ("Paragon"), NATIONAL FUEL GAS DISTRIBUTION CORPORATION
("National Fuel"), and PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK
("Commission"). This Agreement involves the settlement of all claims among the
parties arising out of that certain gas purchase contract dated July 1, 1974, as
amended, between Iroquois Gas Corporation and Paragon Resources, Inc. (the
"Paragon Contract").
The parties hereto agree as follows:
1. The action and all claims commenced by National Fuel against TGX and
Paragon in the United States District Court for the Western District of New
York, Civil Action No. 84-1372E, including all counterclaims asserted by TGX and
Paragon against National Fuel, shall be dismissed with prejudice and on the
merits, each party to bear its own costs. The stipulation of dismissal is
annexed hereto and shall be executed concurrently herewith and held in escrow
until such time as TGX receives the payment set forth in paragraph 9 below,
after which it shall be seasonably filed with the court.
2. The action and all claims commenced by TGX against National Fuel in the
Supreme Court, State of New York, Chautauqua County, Index No G-13357, including
all counterclaims asserted
<PAGE>
by National Fuel against TGX and/or Paragon, shall be dismissed with prejudice
and on the merits, each party to bear its own costs. The stipulation of
dismissal is annexed hereto and shall be executed concurrently herewith and held
in escrow until such time as TGX receives the payment set forth in paragraph 9
below, after which it shall be seasonably filed with the court.
3. The action and all claims commenced by National Fuel against TGX
(formerly Templeton Energy, Inc.) in the Supreme Court, State of New York, Erie
County, Index No. H-10101, including all counterclaims asserted by TGX against
National Fuel, shall be dismissed with prejudice and on the merits, each party
to bear its own costs. The stipulation of dismissal is annexed hereto and shall
be executed concurrently herewith and held in escrow until such time as TGX
receives the payment set forth in paragraph 9 below, after which it shall be
seasonably filed with the court.
4. The action and all claims commenced by National Fuel against Paragon
and TGX (formerly Templeton Energy, Inc.) via summons served December 12, 1983
in the Supreme Court, State of New York, Erie County, (the so-called "Chart
Changing" case), including all counterclaims asserted by Paragon and/or TGX
against National Fuel, shall be dismissed with prejudice and on the merits, each
party to bear its own costs. The stipulation of
2
<PAGE>
dismissal is annexed hereto and shall be executed concurrently herewith and
held in escrow until such time as TGX receives the payment set forth in
paragraph 9 below, after which it shall be seasonably filed with the court.
5. The action and all claims commenced by National Fuel against Paragon in
the Supreme Court, State of New York, Erie County, Index No. H-16524, including
all counterclaims asserted by Paragon against National Fuel, shall be dismissed
with prejudice and on the merits, each party to bear its own costs. The
stipulation of dismissal is annexed hereto and shall be executed concurrently
herewith and held in escrow until such time as TGX receives the payment set
forth in paragraph 9 below, after which it shall be seasonably filed with the
court.
6. The action and all claims commenced by National Fuel against Paragon,
et al. in the Supreme Court, State of New York, Erie County, Index No. E-75869,
including all counterclaims asserted by Paragon and/or TGX against National
Fuel, shall be dismissed with prejudice and on the merits, each party to bear
its own costs. The stipulation of dismissal is annexed hereto and shall be
executed concurrently herewith and held in escrow until such time as TGX
receives the payment set forth in paragraph 9 below, after which it shall be
seasonably filed with the court.
3
<PAGE>
7. National Fuel, TGX, and Paragon warrant that they have the right,
power, and authority to enter into this Agreement, and that no claim or cause of
action that any of the parties has, had, or may have in the future regarding the
Paragon Contract, has been assigned to any other party who is not a signatory to
this Agreement.
8. TGX specifically warrants that it has full authority to enter into this
Agreement, notwithstanding any agreement or series of agreements that it may
have with the Bank of Montreal, or any of its subsidiaries regarding the Paragon
Contract, or the claims and litigation settled hereby.
9. (a) After execution of this Agreement by all parties, and
(b) within 24 hours of the issuance of an order by the Commission
granting National Fuel's petition to utilize certain supplier refunds
to fund a portion of the payment to TGX,
National Fuel shall pay to TGX the sum of $7,200,000.00, by wire transfer to the
account of TGX - Account Number 1884148360, Bank One, Texas, N.A., 910 Travis
Building, Houston, Texas 77002-5895.
10. TGX, Paragon and National Fuel shall provide each other with executed
general releases in the form attached hereto as
4
<PAGE>
Exhibits A, B, C, and D respectively, which release shall be held in escrow
until such time as TGX receives the payment set forth in paragraph 9 above.
11. This Agreement may be executed in any number of counterparts, no one
of which is required to be executed by all of the parties hereto. Each executed
counterpart shall be binding upon the party executing the same as fully as if
all parties had executed one instrument. The parties may combine such
counterparts to form one single instrument for filing Purposes.
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Dated: April 12, 1996 By: /s/ P. C. ACKERMAN
------------------------------
P. C. Ackerman, President
TGX CORPORATION
Dated: April , 1996 By: /s/ LARRY H. CARPENTER
------------------------------
Larry H. Carpenter, President
PARAGON RESOURCES. INC.
Dated: April , 1996 By: /s/ WILLIAM M. TEMPLETON
------------------------------
William M. Templeton, President
5
<PAGE>
PUBLIC SERVICE COMMISSION OF THE
STATE OF NEW YORK
Dated: April , 1996 By: /s/ JONATHAN D. FEINBERG
------------------------------
Jonathan D. Feinberg
Assistant Counsel
STATE OF NEW YORK )
) SS:
COUNTY OF ERIE )
On the 12th day of April in the year 1996 before me personally came P. C.
Ackerman to me known, who being by me duly sworn, did depose and say that he
resides in Orchard Park, New York; that he is the President of National Fuel
Gas Distribution Corporation, the corporation described in and which executed
the above instrument; and that he signed his name thereto by authority of the
board of directors of said corporation.
/s/ JANET M. CONRAD
-----------------------------
Notary Public
JANET M. CONRAD
Notary Public, State of New York
Qualified in Erie County
My Commission Expires 2-28-97
STATE OF TEXAS )
) SS:
COUNTY OF HARRIS )
On the day of April in the year 1996 before me personally came
Larry H. Carpenter to me known, who being by me duly sworn, did depose and say
that he is the President of TGX Corporation, the corporation described in and
which executed the above instrument; and that he signed his name thereto by
authority of the board of directors of said corporation.
/s/ DAWN STEELE
--------------------
Notary Public
6
<PAGE>
STATE OF LOUISIANA )
) SS:
PARISH OF CADDO )
On the 12th day of April in the year 1996 before me personally came
William M. Templeton to me known, who being by me duly sworn, did depose and say
that he is the President of Paragon Resources, Inc., the corporation described
in and which executed the above instrument; and that he signed his name thereto
by authority of the board of directors of said corporation.
/s/ CYNTHIA S. BARKER
-----------------------
Notary Public
STATE OF NEW YORK )
) SS:
COUNTY OF ALBANY )
On the day of April in the year 1996 before me personally came
Jonathan D. Feinberg to me known, who being by me duly sworn, did depose and say
that, in this proceeding, in accordance with Section 12 of the Public Service
Law, he acted as Counsel to the Public Service Commission of the State of New
York, the State agency described in and which executed the above instrument; and
that he signed his name thereto pursuant to the authority and direction of the
Chairman of said Agency.
(Signature appears here)
------------------------------
Notary Public
7
<PAGE>
"EXHIBIT A"
GENERAL RELEASE
TGX CORPORATION ("TGX") for and in consideration of the mutual covenants
contained in the Settlement Agreement among TGX, PARAGON RESOURCES, INC.
("Paragon"), NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("National Fuel") and
PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK ("Commission"), and executed
by TGX on April 12, 1996, has remised, released, and forever discharged and by
these presents does for itself, its successors and assigns, hereby release and
discharge all, and all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts reckoning, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law or in equity, which against National Fuel, its past
and present officers, directors, employees, agents, attorneys, affiliates,
predecessors, successors, and assigns, and the heirs, executors, trustees,
administrators, successors and assigns of any such persons and entities (herein
collectively the "Released Parties"), TGX ever had, now has or hereafter can,
shall or may have for, upon or by reason of any matter, cause or thing
<PAGE>
whatsoever from the beginning of the world to the day of the date of these
presents.
IN WITNESS WHEREOF, the undersigned has caused its corporate seal to be
hereunto affixed and these presents to be signed by its duly authorized officer
the 12th of April in the year one thousand nine hundred and ninety-six.
TGX CORPORATION
[TGX Corporate Seal
appears here] By: /s/ LARRY H. CARPENTER
-----------------------------
Larry H. Carpenter, President
STATE OF TEXAS )
) SS.:
COUNTY OF HARRIS )
On the 12th day of April, 1996, before me came Larry H. Carpenter to me
known, who, being by me duly sworn, did depose and say that he resides in Harris
Co., Texas; that he is President of TGX Corporation, the corporation described
in, and which executed, the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was affixed by order of the board of directors of said corporation; and
that he signed his name thereto by like order.
/s/ DAWN STEELE
----------------------------
Notary Public
2
<PAGE>
EXHIBIT "B"
GENERAL RELEASE
PARAGON RESOURCES, INC. ("Paragon") for and in consideration of the mutual
covenants contained in the Settlement Agreement among Paragon, TGX CORPORATION
("TGX"), NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("National Fuel") and PUBLIC
SERVICE COMMISSION OF THE STATE OF NEW YORK ("Commission"), and executed by
Paragon on April 12, 1996, has remised, released, and forever discharged and by
these presents does for itself, its successors and assigns, hereby release and
discharge all, and all manner of action and actions, cause and causes of action,
suits, debts, dues, sums of money, accounts reckoning, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law or in equity, which against National Fuel, its past
and present officers, directors, employees, agents, attorneys, affiliates,
predecessors, successors, and assigns, and the heirs, executors, trustees,
administrators, successors and assigns of any such persons and entities (herein
collectively the "Released Parties"), Paragon ever had, now has or hereafter
can, shall or may have for, upon or by reason of any matter, cause or thing
<PAGE>
whatsoever from the beginning of the world to the day of the date of these
presents.
IN WITNESS WHEREOF, the undersigned has caused its corporate seal to be
hereunto affixed and these presents to be signed by its duly authorized officer
the 12th of April in the year one thousand nine hundred and ninety-six.
PARAGON RESOURCES, INC.
(SEAL)
By: /s/ WILLIAM M. TEMPLETON
-------------------------------
William M. Templeton, President
STATE OF LOUISIANA )
) SS.:
PARISH OF CADDO )
On the 12th day of April, 1996, before me came William M. Templeton to me
known, who, being by me duly sworn, did depose and say that he resides in
Shreveport, Louisiana; that he is the President of Paragon Resources, Inc., the
corporation described in, and which executed, the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was affixed by order of the board of directors of
said corporation; and that he signed his name thereto by like order.
/s/ CYNTHIA S. BARKER
---------------------------
Notary Public
2
<PAGE>
EXHIBIT "C"
GENERAL RELEASE
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("National Fuel") for and in
consideration of the mutual covenants contained in the Settlement Agreement,
among National Fuel and TGX CORPORATION ("TGX"), PARAGON RESOURCES, INC.
("Paragon") and PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK
("Commission"), executed by National Fuel on April 12, 1996, has remised,
released, and forever discharged and by these presents does for itself, its
successors and assigns, hereby release and discharge all, and all manner of
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law or in equity, which
against TGX, its past and present officers, directors, employees, agents,
attorneys, affiliates, predecessors, successors, and assigns, and the heirs,
executors, trustees, administrators, successors and assigns of any such persons
and entities (herein collectively the "Released Parties"), National Fuel ever
had, now has or hereafter can, shall or may have for, upon or by reason of any
matter, cause or thing whatsoever from
<PAGE>
the beginning of the world to the day of the date of these presents.
IN WITNESS WHEREOF, the undersigned has caused its corporate seal to be
hereunto affixed and these presents to be signed by its duly authorized officer
the 12th of April in the year one thousand nine hundred and ninety-six.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
(SEAL) By: /s/ P. C. ACKERMAN
-------------------------------
P. C. Ackerman, President
STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
On the 12th day of April, 1996, before me came P. C. Ackerman to me known,
who, being by me duly sworn, did depose and say that he resides in Orchard Park,
New York; that he is President of National Fuel Gas Distribution Corporation,
the corporation described in, and which executed, the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was affixed by order of the board of
directors of said corporation; and that he signed his name thereto by like
order.
/s/ JANET M. CONRAD
--------------------------------
Notary Public
JANET M. CONRAD
Notary Public, State of New York
Qualified in Erie County
My Commission Expires 2-28-97
<PAGE>
EXHIBIT "D"
GENERAL RELEASE
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("National Fuel") for and in
consideration of the mutual covenants contained in the Settlement Agreement,
among National Fuel and TGX CORPORATION ("TGX""), PARAGON RESOURCES, INC.
("Paragon") and PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK
("Commission"), and executed by National Fuel on April 12, 1996, has remised,
released, and forever discharged and by these presents does for itself, its
successors and assigns, hereby release and discharge all, and all manner of
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law or in equity, which
against Paragon, its past and present officers, directors, employees, agents,
attorneys, affiliates, predecessors, successors, and assigns, and the heirs,
executors, trustees, administrators, successors and assigns of any such persons
and entities (herein collectively the "Released Parties"), National Fuel ever
had, now has or hereafter can, shall or may have for, upon or by reason of any
matter, cause or thing whatsoever from
<PAGE>
the beginning of the world to the day of the date of these presents.
IN WITNESS WHEREOF, the undersigned has caused its corporate seal to be
hereunto affixed and these presents to be signed by its duly authorized officer
the 12th of April in the year one thousand nine hundred and ninety-six.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
(SEAL) By: /s/ P. C. ACKERMAN
------------------------------
P. C. Ackerman, President
STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
On the 12th day of April, 1996, before me came P. C. Ackerman to me known,
who, being by me duly sworn, did depose and say that he resides in Orchard Park,
New York; that he is President of National Fuel Gas Distribution Corporation,
the corporation described in, and which executed, the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was affixed by order of the board of
directors of said corporation; and that he signed his name thereto by like
order.
/s/ JANET M. CONRAD
-------------------------
Notary Public
JANET M. CONRAD
Notary Public, State of New York
Qualified in Erie County
My Commission Expires 2-28-97
2
<PAGE>
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NEW YORK
- ------------------------------------------------------
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Plaintiff,
PUBLIC SERVICE COMMISSION OF THE STATE
OF NEW YORK STIPULATION
DISCONTINUING
Plaintiff-Intervenor, ACTION
vs.
TGX CORPORATION
PARAGON RESOURCES. INC. Civil No. 84-1372E
Defendants.
- ------------------------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to any party as against the other.
Dated: Buffalo, New York
April 15, 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ROBERT E. GLANVILLE /s/ ANN W. HERMAN
- ----------------------------- -----------------------------
Robert E. Glanville, Esq. Ann W. Herman, Esq.
Attorneys for Plaintiff Attorney for Defendant
3400 Marine Midland Center TGX Corporation
Buffalo, NY 14203 716 Brisbane Building
Tel. No.: (716) 847-8400 Buffalo, NY 14203
Tel. No. (716) 852-7983
<PAGE>
/s/ ALLAN R. LIPMAN
- ------------------------------ -----------------------------
Allan R. Lipman, Esq. Jonathan D. Feinberg, Esq.
Attorney for Defendant Attorney for Plaintiff -
Paragon Resources, Inc. Intervenor Public Service
120 Delaware Avenue, Suite 430 Commission of the State of
Buffalo, NY 14202 New York
Three Empire State Plaza
Albany, NY 12223
2
<PAGE>
SUPREME COURT: STATE OF NEW YORK
COUNTY OF CHAUTAUQUA
- -------------------------------------
TGX CORPORATION
Plaintiff,
STIPULATION
vs. DISCONTINUING
ACTION
NATIONAL FUEL GAS DISTRIBUTION CORPORATION Civil No. G-13357
Defendant.
- -------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to either party as against the other.
Dated: Buffalo, New York
April , 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ANN W. HERMAN
/s/ ROBERT E. GLANVILLE /s/ ALLAN R. LIPMAN
- ------------------------------ ----------------------------
Robert E. Glanville, Esq. Ann W. Herman; Esq.
Attorneys for Defendant Allan R. Lipman, Esq.
3400 Marine Midland Center Attorneys for Plaintiff
Buffalo, NY 14203 716 Brisbane Building
Tel. No.: (716) 847-8400 Buffalo, NY 14203
Tel. No.: (716) 852-7983
<PAGE>
SUPREME COURT: STATE OF NEW YORK
COUNTY OF ERIE
- --------------------------------------------
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Plaintiff,
STIPULATION
vs. DISCONTINUING
ACTION
TGX CORPORATION (TEMPLETON ENERGY, INC.)
Civil No. H-10101
Defendant.
- --------------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to either party as against the other.
Dated: Buffalo, New York
April , 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ANN W. HERMAN
/s/ ROBERT E. GLANVILLE /s/ ALLAN R. LIPMAN
- ---------------------------- ---------------------------
Robert E. Glanville, Esq. Ann W. Herman, Esq.
Attorneys for Plaintiff Allan R. Lipman, Esq.
3400 Marine Midland Center Attorneys for Defendant
Buffalo, NY 14203 716 Brisbane Building
Tel. No.: (716) 847-8400 Buffalo, NY 14203
Tel. No.: (716) 852-7983
<PAGE>
SUPREME COURT: STATE OF NEW YORK
COUNTY OF ERIE
- --------------------------------------------
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Plaintiff,
STIPULATION
vs . DISCONTINUING
ACTION
PARAGON RESOURCES, INC.
TGX CORPORATION (FORMERLY TEMPLETON
ENERGY, INC.)
Defendants.
- --------------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to either party as against the other.
Dated: Buffalo, New York
April , 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ROBERT E. GLANVILLE /s/ ALLAN R. LIPMAN
- ---------------------------- -----------------------------
Robert E. Glanville, Esq. Allan R. Lipman, Esq.
Attorneys for Plaintiff Attorney for Defendant
3400 Marine Midland Center 120 Delaware Avenue, Suite 430
Buffalo, NY 14203 Buffalo, NY 14202
Tel. No.: (716) 847-8400 Tel. No.: (716) 852-2100
<PAGE>
/s/ ANN W. HERMAN
- -----------------------------
Ann W. Herman, Esq.
Attorney for TGX Corporation
716 Brisbane Building
Buffalo, NY 14203
Tel. No.: (716) 852-7983
2
<PAGE>
SUPREME COURT: STATE OF NEW YORK
COUNTY OF ERIE
- ------------------------------------------------------
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Plaintiff,
STIPULATION
DISCONTINUING
ACTION
vs.
PARAGON RESOURCES. INC. Civil No. H-16524
Defendant.
- ------------------------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to either party as against the other.
Dated: Buffalo, New York
April , 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ROBERT E. GLANVILLE /s/ ALLAN R. LIPMAN
- ------------------------ ---------------------
Robert E. Glanville, Esq. Allan R. Lipman, Esq.
Attorneys for Plaintiff Attorney for Defendant
3400 Marine Midland Center 716 Brisbane Building
Buffalo, NY 14203 Buffano, NY 14203
Tel. No.: (716) 847-8400 Tel. No.: (716) 852-7983
<PAGE>
SUPREME COURT: STATE OF NEW YORK
COUNTY OF ERIE
- ------------------------------------------------------
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
Plaintiff,
STIPULATION
vs. DISCONTINUING
ACTION
TGX CORPORATION
(TEMPLETON ENERGY INC.) Civil No. H-10101
Defendant.
- ------------------------------------------------------
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned, the
attorneys of record for all the parties to the above-entitled action, that
whereas no party hereto is an infant or incompetent person for whom a committee
has been appointed and no person not a party has an interest in the subject
matter of the action, the above-entitled action, including all counterclaims
therein, be, and the same hereby is discontinued with prejudice and on the
merits, without costs to either party as against the other.
Dated: Buffalo, New York
April , 1996
PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER
/s/ ROBERT E. GLANVILLE /s/ ALLAN R. LIPMAN
- -------------------------- -----------------------
Robert E. Glanville, Esq. Allan R. Lipman, Esq.
Attorneys for Plaintiff Attorney for Defendant
3400 Marine Midland Center 716 Brisbane Building
Buffalo, NY 14203 Buffalo, NY 14203
Tel. No.: (716) 847-8400 Tel. No.: (716) 852-7983
<PAGE>
EXHIBIT "C"
GENERAL RELEASE
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("National Fuel") for and in
consideration of the mutual covenants contained in the Settlement Agreement,
among National Fuel and TGX CORPORATION ("TGX"), PARAGON RESOURCES, INC.
("Paragon") and PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK
("Commission"), executed by National Fuel on April 12, 1996, has remised,
released, and forever discharged and by these presents does for itself, its
successors and assigns, hereby release and discharge all, and all manner of
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law or in equity, which
against TGX, its past and present officers, directors, employees, agents,
attorneys, affiliates, predecessors, successors, and assigns, and the heirs,
executors, trustees, administrators, successors and assigns of any such persons
and entities (herein collectively the "Released Parties"), National Fuel ever
had, now has or hereafter can, shall or may have for, upon or by reason of any
matter, cause or thing whatsoever from
<PAGE>
the beginning of the world to the day of the date of these presents.
IN WITNESS WHEREOF, the undersigned has caused its corporate seal to be
hereunto affixed and these presents to be signed by its duly authorized officer
the 12th of April in the year one thousand nine hundred and ninety-six.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
(SEAL)
By: /s/ P. C. ACKERMAN
---------------------
P. C. Ackerman, President
STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
On the 12th day of April, 1996, before me came P. C. Ackerman to me known,
who, being by me duly sworn, did depose and say that he resides in Orchard Park,
New York; that he is President of National Fuel Gas Distribution Corporation,
the corporation described in, and which executed, the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was affixed by order of the board of directors
of said corporation; and that he signed his name thereto by like order.
/s/ JANET M. CONRAD
--------------------
Notary Public
Janet M. Conrad
Notary Public, State of New York
Qualified in Erie County
My Commission Expires 2-28-97
<PAGE>
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
At a Session of the Public Service
Commission held in the City of
Albany on April 17, 1996
COMMISSIONERS PRESENT:
John F. O'Mara, Chairman
Lisa Rosenblum
Harold A. Jerry, Jr.
William D. Cotter
Eugene W. Zeltmann
Case 96-G-0340 - Petition of National Fuel Gas Distribution Corporation for a
Waiver of the Requirements of the Refund Provisions of its Gas
Tariff, Concerning Refunds From Its Upstream Pipeline
Suppliers.
ORDER APPROVING WAIVER
(Issued and Effective April 18, 1996)
BY THE COMMISSION:
In Opinion No. 95-5/1/ we declined to conduct a Public
Service Law (S)110(4) review of prices TGX Corporation (TGX) demanded from
National Fuel Gas Distribution Corporation (National Fuel or NFG), inasmuch as
the effect of our 1983 disapproval of the TGX/NFG contract/2/ was still being
litigated in the Federal Courts. We stated that we would review any contract
price resulting from judicial action or agreement by the parties. Opinion No.
95-5 did allow NFO rate recovery of the New
_____________________
/1/ Case 92-G-1004 - Filing of Annual Reconciliation of Gas
Expense and Gas Adjustment Clause (GAC) Revenue Pursuant to
Requirements of 16 NYCRR 270.55(g) - Annual Surcharge or Refund;
Case 93-G-0352 - Proceeding On Motion of the Commission
Concerning the Recovery of Certain Purchased Gas Costs, and
Related Expenditures bY National Gas Distribution Corporation.
Opinion and Order Concerning Gas Contract Charges (issued May 5,
1995). _
/2/ Case 28447 - National Fuel Gas Distribution Corporation - Rates,
23 NYPSC 6175, 6181-6194 (Opinion No. 83-26, issued December 20, 1983).
<PAGE>
Case 96-G-0340
Gas Policy Act of 1978 at the time of our 1983 decision. /4/ Finally, given the
level of litigation expense NFG might yet incur (and ask ratepayers to bear) if
there is no settlement, it appears the settlement is reasonable. Even though
litigation flowing from our 1983 disapproval decision has continued for more
than 10 years and includes decisions by the New York Courts /5/ and the United
States Court of Appeals for the Second circuit,/6/ the federal action still has
not yet gone through discovery, trial and any additional appeals.
The Commission Orders:
1. This action is taken on an emergency basis under Section 202(6) of
the State Administrative Procedure Act for the reasons noted in the body of
this order.
2. The petition of National Fuel Gas Distribution Corporation for
waiver of its tariff pursuant to 16 NYCRR (S)270.55(f) in order to pay
approximately $4.3 million out of pipeline refunds to TGX Corporation is hereby
granted.
3. This proceeding is continued.
By the Commission,
(SIGNED) John C. Crary
Secretary
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/4/ The ALJ determined that this was the appropriate standard in his
Recommended Decision in Cases 92-G-1004 and 93-G-0350.
/5/ Matter of National Fuel Gas Distribution Corporation v. Public Serv. Comm'n
of the State of New York, 107 A.D.2d 357, 358-59 (3d Dept. 1985), aff'd, 66
N.Y.2d 956 (1985).
/6/ Matter of National Fuel Gas Distribution Corporation v. TGX Corporation,
950 F.2d 829 (2d Cir. 1991).
3
