SECURITIES AND EXCHANGE COMMISSION
450 North Fifth Street, N. W.
Washington, D. C. 20549
-----------------
FORM U-3A-2
File No. 69-262
Statement by Holding Company Claiming Exemption Under Rule U-3A-2
From the Provisions of the Public Utility Holding Company Act of
1935.
NATIONAL GAS & OIL COMPANY
(Name of company)
hereby files with the Securities and Exchange Commission, pursuant
to Rule 2, its statement claiming exemption as a holding company
from the provisions of the Public Utility Holding Company Act of
1935, and submits the following information:
1. Name, state or organization, location and nature of business
of claimant and every subsidiary thereof, other than any
exempt wholesale generator (EWG) or foreign utility company
in which claimant directly or indirectly holds an interest.
National Gas & Oil Company (claimant) is
incorporated in the State of Ohio and is
located at 1500 Granville Road, Newark, Ohio
43055.
Claimant is a holding company, holding:
(1) 100% of the common stock of National Gas
& Oil Corporation ("National Gas") an
intrastate gas public utility engaged in the
distribution of natural gas in East Central
Ohio.
(2) 100% of the common stock of Producers Gas
Sales, Inc. ("Producers Gas Sales"), a
company engaged in the marketing of natural
gas from off-system suppliers to off-system
customers.
(3) 100% of the common stock of NGO
Development Corporation ("NGO Development"),
an oil and gas production and development
company. NGO Development owns 100% of the
common stock of Coshocton Energy Corporation,
an oil and gas production and development
company. Effective January 1, 1995, Coshocton
Energy was merged into NGO Development.
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the
generation, transmission and distribution of electric energy
for sale, or for the production, transmission and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the borders
of such State.
The claimant was organized on March 24, 1981
for the purpose of serving as the holding
company for National Gas & Oil Corporation,
National Production Corporation, which has
been merged into NGO Development Corporation,
Producers Gas Sales, Inc., NGO Development
Corporation, Coshocton Energy Corporation, a
subsidiary of NGO Development which was merged
into NGO Development effective January 1,
1995, and any other future subsidiaries. It
holds the shares of stock of the above named
companies, cash, intercompany notes, two
office, warehouse, shop buildings in
Zanesville, Ohio and the corporate offices in
Newark, Ohio.
National Gas & Oil Corporation owns and
operates a system consisting of approximately
1,321 miles of distribution, transmission and
gathering mains, ranging in size from one inch
to ten inches in diameter. The mains are
located on easements or private rights-of-
way. In addition, the Company owns and
operates seven gathering compressor stations
and one distribution (main line boost)
compressor station consisting of 2,175 brake
horsepower. Five of these compressor stations
are situated on lands totaling 19.77 acres
owned by National Gas.
Complementing the above pipeline and
compressor station facilities, National Gas
also owns and operates three underground
natural gas storage fields. These fields have
a combined estimated reservoir capacity of
5,300,000 Mcf, and consist of 39 wells and
five compressors, totaling 1,912 brake
horsepower. The majority of the subsurface
rights are held by lease with 955.39 acres
held in fee.
National Gas owns workhouses, garages,
offices, shops and various metering and
regulating buildings in its operating area.
These facilities are located on 35.42 acres
and are owned in fee.
NGO Development, and its merged subsidiary,
Coshocton Energy, properties consist of 665
wholly or partly-owned producing gas and oil
wells.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh. of electric energy sold (at retail
or wholesale), and Mcf of natural or manufactured gas
distributed at retail.
Distributed to retail customers 2,959,653 Mcf of natural
gas in 1993.
(b) Number of kwh. of electric energy and Mcf of natural
or manufactured gas distributed at retail outside the
State in which each such company is organized.
In 1994, did not sell natural gas to any retail customers
outside the State, pursuant to Federal Energy Regulatory
Commission fuel oil displacement program 18CFR284.200 et
seq.
(c) Number of kwh. of electric energy and Mcf of natural
or manufactured gas sold at wholesale outside the State
in which such company is organized, or at the State line.
Neither sold or distributed natural or manufactured gas
at wholesale outside of Ohio in 1994.
(d) Number of kwh. of electric energy and Mcf of natural
or manufactured gas purchased outside the State in which
each such company is organized or at the state line.
Purchased from its interstate suppliers at the state line
or within the boundary of Ohio, approximately 3,451,689
Mcf of natural gas.
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and
description of the facilities used by the EWG
or foreign utility company for the generation,
transmission and distribution of electric
energy for sale or for the distribution at
retail of natural or manufactured gas.
Not applicable.
(b) Name of each system company that holds an
interest in such EWG or foreign utility
company; and description of the interest held.
Not applicable.
(c) Type and amount of capital invested, directly
or indirectly, by the holding company claiming
exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility
company by the holding company claiming
exemption; and any debt or other financial
obligation for which there is recourse,
directly or indirectly, to the holding company
claiming exemption or another system company,
other than the EWG or foreign utility company.
Not applicable.
(d) Capitalization and earnings of the EWG or
foreign utility company during the reporting
period.
Not applicable.
(e) Identify any service, sales or construction
contract(s) between the EWG or foreign utility
company and a system company, and describe the
services to be rendered or goods sold and fees
or revenues under such agreement(s).
Not applicable.
EXHIBIT A
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year are
attached hereto and made a part hereof.
EXHIBIT C
An organizational chart showing the relationship of each EWG
or foreign utility company to associate companies in the holding-
company system is not required with this filing.
SIGNATURE
The Company has caused this statement to be duly signed on its
behalf by its authorized officer in the city of Newark and State
of Ohio, on the 24th day of February, 1995.
Attest: National Gas & Oil Company
(Name of Company)
By
John B. Denison, Vice
President and Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
John B. Denison, Vice President and Secretary, 1500 Granville Road,
P. O. Box 4970, Newark, Ohio 43058-4970.
<TABLE>
PAGE 1
NATIONAL GAS & OIL COMPANY
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31
<CAPTION>
1994 1993 Variation
<S> <C> <C> <C>
OPERATING REVENUE $61,722,792 $46,682,773 $15,040,019
OPERATING EXPENSE
PURCHASED GAS 41,256,749 29,062,965 12,193,784
OPERATION & MAINTENANCE 8,684,010 8,501,325 182,685
COST OF GOODS SOLD 0 0 0
DEPRECIATION & DEPLETION 3,318,064 3,225,037 93,027
GENERAL TAXES 3,124,163 2,796,101 328,062
INTEREST CHARGES 887,947 551,948 335,999
TOTAL OPERATING EXPENSES 57,270,933 44,137,375 13,133,558
OTHER INCOME 376,778 339,961 36,817
INCOME BEFORE FIT 4,828,637 2,885,358 1,943,279
FEDERAL INCOME TAXES 1,339,189 813,723 525,466
NET INCOME $ 3,489,448 $ 2,071,636 $ 1,417,812
=========== =========== ===========
EARNINGS (LOSS) PER SHARE $ 0.524 $ 0.311 $ 0.213
=========== =========== ===========
AVERAGE SHARES OUTSTANDING 6,661,477 6,661,477 0
=========== =========== ===========
</TABLE>
<TABLE>
PAGE 2
NATIONAL GAS & OIL CORPORATION
INCOME STATEMENT
FOR PERIOD ENDED DECEMBER 31
<CAPTION>
1994 1993 Variation
<S> <C> <C> <C>
OPERATING REVENUES
GAS SALES $21,271,054.54 $18,765,581.58 $ 2,505,472.96
TRANSPORTATION 5,932,681.24 4,236,734.62 1,695,946.62
TOTAL OPERATING REVENUES 27,203,735.78 23,002,316.20 4,201,419.58
OPERATING EXPENSE
OPERATION
PURCHASED GAS 12,568,120.38 10,762,260.19 1,805,860.19
OTHER 4,842,161.47 4,503,149.19 339,012.28
MAINTENANCE 1,045,743.27 952,505.93 93,237.34
DEPRECIATION 1,590,972.28 1,528,681.22 62,291.06
GENERAL TAXES 2,937,864.80 2,573,905.32 363,959.48
TOTAL OPERATING EXPENSES 22,984,862.20 20,320,501.85 2,664,360.35
OPERATING INCOME 4,218,873.58 2,681,814.35 1,537,059.23
OTHER INCOME AND DEDUCTIONS
INTEREST INCOME 115,434.56 25,655.27 89,779.29
INTERCOMPANY INTEREST INCOME 99,087.23 30,266.67 68,820.56
OTHER 99,490.83 30,950.52 68,540.31
TOTAL OTHER INCOME
& DEDUCTIONS 314,012.62 86,872.46 227,140.16
INCOME BEFORE INTEREST CHARGES 4,532,886.20 2,768,686.81 1,764,199.39
INTEREST CHARGES
SHORT-TERM DEBT 40,634.80 54,773.69 14,138.89
INTERCOMPANY INTEREST CHARGES 24,251.39 56,498.64 32,247.25
LONG TERM DEBT INTEREST EXPENSE 309,925.00 .00 309,925.00
OTHER 25,090.10 56,969.29 31,879.19
TOTAL INTEREST CHARGES 399,901.29 168,241.62 231,659.67
INCOME BEFORE FEDERAL
INCOME TAX 4,132,984.91 2,600,445.19 1,532,539.72
FEDERAL INCOME TAX 1,327,466.35 815,561.66 511,904.69
NET INCOME $ 2,805,518.56 $ 1,784,883.53 $ 1,020,635.03
============== ============== ==============
</TABLE>
<TABLE>
PAGE 3
NGO DEVELOPMENT CORPORATION
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31
<CAPTION>
1994 1993 Variation
<S> <C> <C> <C>
OPERATING REVENUE
GAS SALES $26,460,769 $17,085,604 $ 9,375,165
OIL SALES 638,156 610,009 28,147
SERVICE REVENUE 102,214 152,993 (50,779)
OTHER INCOME 74,450 143,649 (69,199)
TOTAL OPERATING REVENUES 27,275,589 17,992,255 9,283,334
OPERATING EXPENSES
OPERATION 1,744,183 1,571,280 172,903
MAINTENANCE 0 104,749 (104,749)
DEPRECIATION 350,702 306,595 44,107
DEPLETION 1,312,572 1,316,095 (3,523)
AMORTIZATION 11,052 10,230 822
PURCHASED GAS 21,524,667 12,832,266 8,692,401
GENERAL AND ADMINISTRATIVE 947,793 1,057,902 (110,109)
GENERAL TAXES 151,075 173,970 (22,895)
INTERCOMPANY INTEREST CHARGES 95,883 43,161 52,722
INTEREST CHARGES 461,253 388,097 73,156
TOTAL OPERATING EXPENSES 26,599,180 17,804,345 8,794,835
INCOME FROM OPERATIONS 676,409 187,910 488,498
INCOME FROM EQUITY INVESTMENT 0 (8,441) 8,441
FEDERAL INCOME TAXES 5,591 (34,122) 39,713
CHANGE IN ACCOUNTING PRINCIPLE
FOR INCOME TAXES 0 0 0
NET INCOME $ 670,818 $ 213,591 $ 457,227
=========== =========== ===========
CONTRIBUTION TO
CONSOLIDATED EPS $ 0.101 $ 0.032 $ 0.069
</TABLE>
<TABLE>
PAGE 4
PRODUCERS GAS SALES, INC.
INCOME STATEMENT
FOR PERIOD ENDED DECEMBER 31
<CAPTION>
1994 1993 Variation
<S> <C> <C> <C>
OPERATING REVENUES
GAS SALES $14,110,187.56 $ 9,779,565.48 $ 4,330,622.08
TRANSPORTATION .00 54,423.74 54,423.74
TOTAL OPERATING REVENUES 14,110,187.56 9,833,989.22 4,276,198.34
OPERATING EXPENSE
PURCHASED GAS 13,435,245.88 9,173,538.69 4,261,707.19
TRANSPORTATION 233,728.58 134,716.28 99,012.30
STORAGE EXPENSE 287,262.32 166,382.40 120,879.92
GENERAL AND ADMINISTRATIVE 124,595.77 104,703.48 19,892.29
GENERAL TAXES 12,283.00 13,750.00 1,467.00
TOTAL OPERATING EXPENSES 14,093,115.55 9,593,090.85 4,500,024.70
INTEREST INCOME 20,616.69 16,525.43 4,091.26
SHORT-TERM DEBT INTEREST EXPENSE 299.99 .00 299.99
INTERCOMPANY INTEREST EXPENSE 100,176.94 33,016.66 67,160.28
OTHER INCOME 2,776.73 2,789.99 13.26
INCOME BEFORE FEDERAL
INCOME TAX (60,011.50) 227,197.13 (287,208.63)
FEDERAL INCOME TAX 20,403.92 77,246.86 97,650.78
NET INCOME $ (39,607.58) $ 149,950.27 $ (189,557.85)
============== ============== ==============
</TABLE>
<TABLE>
PAGE 5
NATIONAL GAS & OIL COMPANY
CONSOLIDATED BALANCE SHEET
ASSETS
DECEMBER 31, 1994
<CAPTION>
NATIONAL
GAS & OIL
COMPANY
CONSOLIDATED
<S> <C>
PROPERTY, PLANT & EQUIPMENT $86,910,165
LESS ACCUMULATED DEPRECIATION 28,514,105
LESS PROPERTY RELATED DEFERRED TAXES 0
NET PROPERTY, PLANT & EQUIPMENT 58,396,060
CURRENT ASSETS
CASH 1,271,186
SHORT TERM INVESTMENTS 1,842,849
ACCOUNTS RECEIVABLE - NET 9,770,469
GAS IN STORAGE 3,333,358
MATERIALS & SUPPLIES 1,004,369
PREPAID TAXES 2,533,423
UNRECOVERED GAS COST (985,542)
PREPAID INSURANCE & OTHER 473,578
DEFERRED TAXES 2,668
TOTAL CURRENT ASSETS 19,246,358
OTHER ASSETS
PREPAID FIT & OTHER 1,213,335
DUE FROM RATEPAYERS 447,372
INVESTMENT IN ALESTRA 240,422
TOTAL ASSETS $79,543,547
===========
</TABLE>
<TABLE>
PAGE 5A
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1994
<CAPTION>
NATIONAL
GAS & OIL
COMPANY
CONSOLIDATED
<S> <C>
CAPITALIZATION
COMMON STOCK $ 6,819,400
CAPITAL SURPLUS 29,498,108
RETAINED EARNINGS 4,278,964
TREASURY STOCK (1,550,509)
TOTAL CAPITALIZATION 39,045,963
LONG TERM DEBT 12,955,973
CURRENT LIABILITIES
CURRENT MATURITIES 877,695
SHORT TERM BANK LOANS 3,050,000
ACCOUNTS PAYABLE 4,498,197
ACCRUED TAXES 4,363,499
RATE REFUNDS DUE CUSTOMERS 325,818
DEFERRED TAXES (242,476)
OTHER 1,522,888
TOTAL CURRENT LIABILITIES $14,395,621
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 3,267,222
DEFERRED TAXES 8,389,665
INVESTMENT TAX CREDITS 1,182,072
DUE TO RATEPAYERS 307,031
TOTAL DEFERRED CREDITS 13,145,990
TOTAL CAPITALIZATION & LIABILITIES $79,543,547
===========
</TABLE>
<TABLE>
PAGE 6
NATIONAL GAS & OIL CORPORATION
ASSETS
DECEMBER 31, 1994
<CAPTION>
NATIONAL
GAS & OIL
CORPORATION
<S> <C>
PROPERTY, PLANT & EQUIPMENT $58,155,708
LESS ACCUMULATED DEPRECIATION 20,637,405
NET PROPERTY, PLANT & EQUIPMENT 37,518,303
CURRENT ASSETS
CASH 723,222
SHORT TERM INVESTMENTS 0
ACCOUNTS RECEIVABLE - NET 3,125,387
TAX REFUND RECEIVABLE 0
GAS IN STORAGE 1,830,218
LIFO INVENTORY LIQUIDATION RESERVE 0
MATERIALS & SUPPLIES 818,062
PREPAID TAXES 2,533,423
UNRECOVERED GAS COST (985,542)
PREPAID INSURANCE & OTHER 413,393
INTERCOMPANY ACCOUNTS 3,483,507
DEFERRED TAXES
TOTAL CURRENT ASSETS 11,941,670
OTHER ASSETS
PREPAID FIT & OTHER 1,206,941
DUE FROM RATEPAYERS 447,372
DEFERRED TAXES - NONCURRENT
INVESTMENT IN ALESTRA
TOTAL ASSETS $51,114,286
===========
</TABLE>
<TABLE>
PAGE 6A
NATIONAL GAS & OIL CORPORATION
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1994
<CAPTION>
NATIONAL
GAS & OIL
CORPORATION
<S> <C>
CAPITALIZATION
COMMON STOCK $ 2,003,266
CAPITAL SURPLUS 4,530,743
RETAINED EARNINGS 20,577,649
TOTAL CAPITALIZATION 27,111,658
LONG TERM DEBT 6,000,000
CURRENT LIABILITIES
CURRENT MATURITIES 0
SHORT TERM BANK LOANS 3,050,000
ACCOUNTS PAYABLE 767,887
ACCRUED TAXES 4,135,627
RATE REFUNDS DUE CUSTOMERS 325,818
DEFERRED TAXES (242,476)
OTHER 1,049,679
TOTAL CURRENT LIABILITIES $ 9,086,535
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 3,234,692
DEFERRED TAXES 4,249,405
INVESTMENT TAX CREDITS 1,124,965
DUE TO RATEPAYERS 307,031
TOTAL DEFERRED CREDITS 8,916,093
TOTAL CAPITALIZATION & LIABILITIES $51,114,286
===========
</TABLE>
<TABLE>
PAGE 7
PRODUCERS GAS SALES, INC.
BALANCE SHEET
ASSETS
DECEMBER 31, 1994
<CAPTION>
PRODUCERS GAS
SALES, INC.
<S> <C>
PROPERTY, PLANT & EQUIPMENT $ 0
LESS ACCUMULATED DEPRECIATION 0
LESS PROPERTY RELATED DEFERRED TAXES 0
NET PROPERTY, PLANT & EQUIPMENT 0
CURRENT ASSETS
CASH 179,062
SHORT TERM INVESTMENTS 974,369
ACCOUNTS RECEIVABLE - NET 2,961,652
TAX REFUND RECEIVABLE 0
GAS IN STORAGE 1,503,140
PREPAID INSURANCE & OTHER 2,231
INTERCOMPANY ACCOUNTS (3,036,787)
DEFERRED TAXES
TOTAL CURRENT ASSETS 2,583,667
OTHER ASSETS 0
TOTAL ASSETS $ 2,583,667
===========
</TABLE>
<TABLE>
PAGE 7A
PRODUCERS GAS SALES, INC.
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1994
<CAPTION>
PRODUCERS GAS
SALES, INC.
<S> <C>
CAPITALIZATION
COMMON STOCK $ 500
CAPITAL SURPLUS 0
RETAINED EARNINGS 413,584
TOTAL CAPITALIZATION 414,084
LONG TERM DEBT 0
CURRENT LIABILITIES
CURRENT MATURITIES 0
SHORT TERM BANK LOANS 0
ACCOUNTS PAYABLE 2,187,485
ACCRUED TAXES (17,902)
TOTAL CURRENT LIABILITIES 2,169,583
OTHER 0
TOTAL CAPITALIZATION & LIABILITIES $ 2,583,667
===========
</TABLE>
<TABLE>
PAGE 8
NGO DEVELOPMENT CORPORATION
BALANCE SHEET
ASSETS
DECEMBER 31, 1994
<CAPTION>
NGO
DEVELOPMENT
CORPORATION
<S> <C>
PROPERTY, PLANT & EQUIPMENT $27,062,036
LESS ACCUMULATED DEPRECIATION 7,223,797
LESS PROPERTY RELATED DEFERRED TAXES 0
NET PROPERTY, PLANT & EQUIPMENT 19,838,239
CURRENT ASSETS
CASH 210,840
SHORT TERM INVESTMENTS 868,480
ACCOUNTS RECEIVABLE - NET 3,683,430
GAS IN STORAGE 0
MATERIALS & SUPPLIES 186,307
PREPAID INSURANCE & OTHER 56,810
INTERCOMPANY ACCOUNTS (3,983,376)
DEFERRED TAXES
TOTAL CURRENT ASSETS 1,022,491
OTHER ASSETS
PREPAID FIT & OTHER 6,392
INVESTMENT IN ALESTRA 240,422
TOTAL ASSETS $21,107,544
===========
</TABLE>
<TABLE>
PAGE 8A
NGO DEVELOPMENT CORPORATION
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1994
<CAPTION>
NGO
DEVELOPMENT
CORPORATION
<S> <C>
CAPITALIZATION
COMMON STOCK $ 100,000
CAPITAL SURPLUS 2,271,826
RETAINED EARNINGS 5,143,887
TOTAL CAPITALIZATION 7,515,713
LONG TERM DEBT 6,337,500
CURRENT LIABILITIES
CURRENT MATURITIES 850,000
SHORT TERM BANK LOANS 0
ACCOUNTS PAYABLE 1,542,569
ACCRUED TAXES 183,300
OTHER 463,212
TOTAL CURRENT LIABILITIES 3,039,081
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 32,530
DEFERRED TAXES 4,125,613
INVESTMENT TAX CREDITS 57,107
TOTAL DEFERRED CREDITS 4,215,250
TOTAL CAPITALIZATION & LIABILITIES $21,107,544
===========
</TABLE>
