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.
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(3) 100% of the common stock of NGO Development Corporation ("NGO
Development"), an oil and gas production and development company.
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 1,318 miles of distribution,
transmission and gathering mains, ranging in size from one inch
to 16 inches in diameter. The mains are located on easements or
private rights-of- way. In addition, the Company owns and
operates five gathering compressor stations and one distribution
(main line boost) compressor station consisting of 1,705 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
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estimated reservoir capacity of 6,700,000 Mcf, and consist of 48
wells and six compressors, totaling 2,650 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 properties consist of 497 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 3,269,772 Mcf of natural gas in 1996.
(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 1996, 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 1996.
(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 3,733,738 Mcf of natural gas.
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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.
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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 25th day
of February, 1997.
Attest: NATIONAL GAS & OIL COMPANY
______________________________
(Name of Company)
/s/ Melinda H. Embrey By /s/ John B. Denison
______________________________ ______________________________
Melinda H. Embrey 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.
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PAGE 1
NATIONAL GAS & OIL COMPANY
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31
1996 1995 Variation
------------ ------------ ------------
OPERATING REVENUE $ 61,072,324 $ 48,118,835 $ 12,953,489
OPERATING EXPENSE
PURCHASED GAS 39,195,754 27,111,748 12,084,006
OPERATION & MAINTENANCE 8,878,355 9,045,033 (166,678)
DEPRECIATION & DEPLETION 3,552,756 3,437,538 115,218
GENERAL TAXES 3,400,911 3,303,802 97,109
INTEREST CHARGES 995,589 981,197 14,392
------------ ------------ ------------
TOTAL OPERATING EXPENSES 56,023,365 43,879,318 12,144,047
OTHER INCOME 598,100 186,753 411,347
INCOME BEFORE FIT 5,647,059 4,426,270 1,220,789
FEDERAL INCOME TAXES 1,727,420 1,195,900 531,520
------------ ------------ ------------
NET INCOME $ 3,919,639 $ 3,230,370 689,269
============ ============ ============
EARNINGS PER SHARE $ 0.56 $ 0.46 $ 0.10
============ ============ ============
AVERAGE SHARES OUTSTANDING 7,058,797 7,065,480 0
============ ============ ============
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PAGE 2
<TABLE>
NATIONAL GAS & OIL CORPORATION
INCOME STATEMENT
FOR PERIOD ENDED DECEMBER 31
1996 1995 Variation
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUES
GAS SALES $ 22,443,498 $ 19,366,839 $ 3,076,659
TRANSPORTATION 5,044,527 6,421,691 (1,377,164)
------------ ------------ ------------
TOTAL OPERATING REVENUES 27,488,025 25,788,530 1,699,495
OPERATING EXPENSE
OPERATION
PURCHASED GAS 11,289,814 9,963,718 1,326,096
OTHER 5,397,468 5,450,268 (52,800)
MAINTENANCE 1,008,869 981,492 27,377
DEPRECIATION 1,898,159 1,729,073 169,086
GENERAL TAXES 3,239,331 3,061,753 177,578
------------ ------------ ------------
TOTAL OPERATING EXPENSES 22,833,641 21,186,304 1,647,337
OPERATING INCOME 4,654,384 4,602,226 52,158
OTHER INCOME AND DEDUCTIONS
INTEREST INCOME 27,194 87,212 (60,018)
INTERCOMPANY INTEREST INCOME 163,476 90,900 72,576
OTHER 15,073 (44,857) 59,930
------------ ------------ ------------
TOTAL OTHER INCOME
& DEDUCTIONS 205,743 133,255 72,488
INCOME BEFORE INTEREST CHARGES 4,860,127 4,735,481 124,646
INTEREST CHARGES
SHORT-TERM DEBT 157,417 38,405 119,012
INTERCOMPANY INTEREST CHARGES 0 0 0
LONG TERM DEBT INTEREST EXPENSE 397,800 397,800 0
OTHER 22,401 27,661 (5,260)
------------ ------------ ------------
TOTAL INTEREST CHARGES 577,618 463,866 113,752
INCOME BEFORE FEDERAL
INCOME TAX 4,282,509 4,271,615 10,894
FEDERAL INCOME TAX 1,413,545 1,413,825 (280)
------------ ------------ ------------
NET INCOME $ 2,868,964 $ 2,857,790 $ 11,174
============ ============ ============
</TABLE>
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PAGE 3
<TABLE>
NGO DEVELOPMENT CORPORATION
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31
1996 1995 Variation
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUE
GAS SALES $ 31,207,610 $ 20,022,306 $ 11,185,304
OIL SALES 680,188 566,926 113,262
SERVICE REVENUE 42,585 36,126 6,459
OTHER INCOME 125,386 61,888 63,498
------------ ------------ ------------
TOTAL OPERATING REVENUES 32,055,769 20,687,246 11,368,523
OPERATING EXPENSES
OPERATION 1,498,941 1,633,573 (134,632)
DEPRECIATION 365,578 351,845 13,733
DEPLETION 1,230,411 1,292,722 (62,311)
AMORTIZATION 5,393 11,052 (5,659)
PURCHASED GAS 26,175,889 15,521,065 10,654,824
GENERAL AND ADMINISTRATIVE 892,886 844,245 48,641
GENERAL TAXES 139,585 184,800 (45,215)
INTERCOMPANY INTEREST CHARGES 132,490 205,519 (73,029)
INTEREST CHARGES 353,073 461,482 (108,409)
------------ ------------ ------------
TOTAL OPERATING EXPENSES 30,794,246 20,506,303 10,287,943
INCOME FROM OPERATIONS 1,261,523 180,943 1,080,580
FEDERAL INCOME TAXES 278,828 (208,988) 487,816
------------ ------------ ------------
NET INCOME $ 982,695 $ 389,931 $ 592,764
============ ============ ============
</TABLE>
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PAGE 4
<TABLE>
PRODUCERS GAS SALES, INC.
INCOME STATEMENT
FOR PERIOD ENDED DECEMBER 31
1996 1995 Variation
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING REVENUES $ 8,020,021 $ 7,594,478 $ 425,543
OPERATING EXPENSE
PURCHASED GAS 7,646,756 7,103,549 543,207
TRANSPORTATION 224,965 66,071 158,894
STORAGE EXPENSE 224,433 371,888 (147,455)
GENERAL AND ADMINISTRATIVE 142,304 131,473 10,831
GENERAL TAXES (5,040) 25,499 (30,539)
----------- ----------- -----------
TOTAL OPERATING EXPENSES 8,233,418 7,698,480 534,938
INTEREST INCOME 60,029 35,577 24,452
SHORT-TERM DEBT INTEREST EXPENSE 12,638 0 12,638
INTERCOMPANY INTEREST EXPENSE 168,113 97,062 71,051
OTHER INCOME 232,851 5,128 227,723
----------- ----------- -----------
INCOME (Loss) BEFORE FEDERAL
INCOME TAX (101,268) (160,359) 59,091
FEDERAL INCOME TAX (34,431) (54,522) 20,091
----------- ----------- -----------
NET INCOME (Loss) $ (66,837) $ (105,837) $ 39,000
=========== =========== ===========
</TABLE>
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PAGE 5
NATIONAL GAS & OIL COMPANY
CONSOLIDATED BALANCE SHEET
ASSETS
DECEMBER 31, 1996
NATIONAL
GAS & OIL
COMPANY
CONSOLIDATED
--------------
PROPERTY, PLANT & EQUIPMENT $ 94,309,507
LESS ACCUMULATED DEPRECIATION 33,128,375
------------
NET PROPERTY, PLANT & EQUIPMENT 61,181,132
CURRENT ASSETS
CASH 918,338
SHORT TERM INVESTMENTS 1,347,413
ACCOUNTS RECEIVABLE - NET 16,113,827
GAS IN STORAGE 3,533,919
TAX REFUND RECEIVABLE 1,461,727
MATERIALS & SUPPLIES 1,137,342
PREPAID TAXES 2,919,668
UNRECOVERED GAS COST 2,865,836
PREPAID INSURANCE & OTHER 229,792
DEFERRED TAXES 2,668
------------
TOTAL CURRENT ASSETS 30,530,530
OTHER ASSETS
PREPAID FIT & OTHER (72,634)
DUE FROM RATEPAYERS 347,964
INVESTMENT IN ALESTRA 186,811
------------
TOTAL ASSETS $ 92,173,803
============
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PAGE 5A
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1996
NATIONAL
GAS & OIL
COMPANY
CONSOLIDATED
--------------
CAPITALIZATION
COMMON STOCK $ 7,223,403
CAPITAL SURPLUS 33,138,432
RETAINED EARNINGS 4,126,766
TREASURY STOCK (1,662,178)
------------
TOTAL CAPITALIZATION 42,826,423
LONG TERM DEBT 9,742,924
CURRENT LIABILITIES
CURRENT MATURITIES 1,833,324
SHORT TERM BANK LOANS 6,925,000
ACCOUNTS PAYABLE 11,447,366
ACCRUED TAXES 4,587,237
RATE REFUNDS DUE CUSTOMERS (98,177)
DEFERRED TAXES 591,469
OTHER 1,331,011
------------
TOTAL CURRENT LIABILITIES $ 26,617,230
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 3,479,672
DEFERRED TAXES 8,262,483
INVESTMENT TAX CREDITS 986,304
DUE TO RATEPAYERS 258,767
------------
TOTAL DEFERRED CREDITS 12,987,226
------------
TOTAL CAPITALIZATION & LIABILITIES $ 92,173,803
============
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PAGE 6
NATIONAL GAS & OIL CORPORATION
ASSETS
DECEMBER 31, 1996
NATIONAL
GAS & OIL
CORPORATION
--------------
PROPERTY, PLANT & EQUIPMENT $ 65,635,251
LESS ACCUMULATED DEPRECIATION 22,668,342
------------
NET PROPERTY, PLANT & EQUIPMENT 42,966,909
CURRENT ASSETS
CASH 54,345
ACCOUNTS RECEIVABLE - NET 5,271,469
GAS IN STORAGE 1,837,118
TAX REFUND RECEIVABLE 1,461,727
MATERIALS & SUPPLIES 881,285
PREPAID TAXES 2,919,669
UNRECOVERED GAS COST 2,865,836
PREPAID INSURANCE & OTHER 305,107
INTERCOMPANY ACCOUNTS (779,862)
------------
TOTAL CURRENT ASSETS 14,816,694
OTHER ASSETS
DUE FROM RATEPAYERS 347,964
------------
TOTAL ASSETS $ 58,131,567
============
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PAGE 6A
NATIONAL GAS & OIL CORPORATION
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1996
NATIONAL
GAS & OIL
CORPORATION
--------------
CAPITALIZATION
COMMON STOCK $ 2,003,266
CAPITAL SURPLUS 4,530,743
RETAINED EARNINGS 23,339,569
------------
TOTAL CAPITALIZATION 29,873,578
LONG TERM DEBT 6,000,000
CURRENT LIABILITIES
SHORT TERM BANK LOANS 6,000,000
ACCOUNTS PAYABLE 1,262,646
ACCRUED TAXES 4,154,471
RATE REFUNDS DUE CUSTOMERS (98,177)
DEFERRED TAXES 591,469
OTHER 995,897
------------
TOTAL CURRENT LIABILITIES $ 12,906,306
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 3,413,290
DEFERRED TAXES 4,731,493
INVESTMENT TAX CREDITS 948,133
DUE TO RATEPAYERS 258,767
------------
TOTAL DEFERRED CREDITS 9,351,683
------------
TOTAL CAPITALIZATION & LIABILITIES $ 58,131,567
============
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PAGE 7
PRODUCERS GAS SALES, INC.
BALANCE SHEET
ASSETS
DECEMBER 31, 1996
PRODUCERS GAS
SALES, INC.
-----------------
PROPERTY, PLANT & EQUIPMENT $ 0
LESS ACCUMULATED DEPRECIATION 0
LESS PROPERTY RELATED DEFERRED TAXES 0
-----------
NET PROPERTY, PLANT & EQUIPMENT 0
CURRENT ASSETS
CASH 182,419
SHORT TERM INVESTMENTS 574,155
ACCOUNTS RECEIVABLE - NET 3,274,492
GAS IN STORAGE 1,696,801
PREPAID INSURANCE & OTHER 152
INTERCOMPANY ACCOUNTS (63,948)
-----------
TOTAL ASSETS $ 5,664,071
===========
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PAGE 7A
PRODUCERS GAS SALES, INC.
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1996
PRODUCERS GAS
SALES, INC.
---------------
CAPITALIZATION
COMMON STOCK $ 500
CAPITAL SURPLUS 0
RETAINED EARNINGS 240,110
-----------
TOTAL CAPITALIZATION 240,610
LONG TERM DEBT 0
CURRENT LIABILITIES
CURRENT MATURITIES 0
SHORT TERM BANK LOANS 925,000
ACCOUNTS PAYABLE 4,526,625
ACCRUED TAXES (30,031)
OTHER 1,867
-----------
TOTAL CURRENT LIABILITIES 5,423,461
TOTAL CAPITALIZATION & LIABILITIES $ 5,664,071
===========
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PAGE 8
NGO DEVELOPMENT CORPORATION
BALANCE SHEET
ASSETS
DECEMBER 31, 1996
NGO
DEVELOPMENT
CORPORATION
---------------
PROPERTY, PLANT & EQUIPMENT $ 26,959,957
LESS ACCUMULATED DEPRECIATION 9,701,071
------------
NET PROPERTY, PLANT & EQUIPMENT 17,258,886
CURRENT ASSETS
CASH 451,809
SHORT TERM INVESTMENTS 773,258
ACCOUNTS RECEIVABLE - NET 7,568,347
MATERIALS & SUPPLIES 256,057
PREPAID INSURANCE & OTHER (76,366)
INTERCOMPANY ACCOUNTS (2,802,041)
------------
TOTAL CURRENT ASSETS 6,171,064
OTHER ASSETS
PREPAID FIT & OTHER (72,634)
INVESTMENT IN ALESTRA 186,811
------------
TOTAL ASSETS $ 23,544,127
============
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PAGE 8A
NGO DEVELOPMENT CORPORATION
CAPITALIZATION & LIABILITIES
DECEMBER 31, 1996
NGO
DEVELOPMENT
CORPORATION
-------------
CAPITALIZATION
COMMON STOCK $ 100,000
CAPITAL SURPLUS 2,271,826
RETAINED EARNINGS 6,216,514
-----------
TOTAL CAPITALIZATION 8,588,340
LONG TERM DEBT 3,187,500
CURRENT LIABILITIES
CURRENT MATURITIES 1,800,000
ACCOUNTS PAYABLE 5,657,211
ACCRUED TAXES 358,380
OTHER 321,951
-----------
TOTAL CURRENT LIABILITIES 8,137,542
DEFERRED CREDITS
DEFERRED COMPENSATION & OTHER 66,383
DEFERRED TAXES 3,526,191
INVESTMENT TAX CREDITS 38,171
-----------
TOTAL DEFERRED CREDITS 3,630,745
-----------
TOTAL CAPITALIZATION & LIABILITIES $23,544,127
===========
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