File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-1
APPLICATION OR DECLARATION
under
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________________
Seneca Resources Corporation
10 Lafayette Square
Buffalo, New York 14203
Empire Exploration, Inc.
14 Lafayette Square, Suite 1200
Buffalo, New York 14203
(Names of companies filing this statement
and addresses of principal executive offices)
______________________________________________________
NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
_________________________________________________________
Ronald J. Tanski
Secretary
Empire Exploration, Inc.
14 Lafayette Square
Buffalo, New York 14203
James R. Peterson, Esq.
Senior Attorney
Seneca Resources Corporation
10 Lafayette Square
Buffalo, New York 14203
(Names and addresses of agents for service)
[cover page]
<PAGE>
Item 1. Description of Proposed Transaction.
(a) Seneca Resources Corporation ("Seneca") and
Empire Exploration, Inc. ("Empire") are both wholly-owned
subsidiaries of National Fuel Gas Company ("Parent").
Parent is a public utility holding company registered under
the Public Utility Holding Company Act of 1935, as amended
(the "Holding Company Act"). Neither Seneca nor Empire are
"natural gas companies" under the Natural Gas Act of 1938
nor are they public utilities.
Both Seneca and Empire are engaged in the business of
exploration, development and production of natural gas.
Empire focuses its exploration and production activities in
the Appalachian region. Seneca explores for, develops and
purchases oil and natural gas reserves mainly in the Gulf
Coast Region of Texas and Louisiana, and in California.
Seneca also realizes some income from the sale of timber
from land on which it controls the timber rights.
Seneca and Empire are both joining in this
Application-Declaration, and are sometimes referred to
herein as the "Applicants". Neither Parent nor any of its
other wholly-owned subsidiaries (National Fuel Gas
Distribution Corporation; National Fuel Gas Supply
Corporation; Leidy Hub, Inc.; Penn-York Energy Corporation;
Highland Land & Minerals, Inc.; Utility Constructors, Inc.;
Data-Track Account Services, Inc. and National Fuel
Resources, Inc.) have joined in this Application-Declaration.
[page 1]
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Seneca and Empire propose to merge Empire into Seneca.
On the effective date of the merger, Empire would cease to
exist as a separate entity, and all of its common stock
would be surrendered and cancelled. Seneca, as the
surviving company, would continue to have the same name as
Seneca does currently (Seneca Resources Corporation). All
of Empire's facilities and other assets would move onto
Seneca's books at book value as of the effective date of the
merger, and all of Empire's liabilities would become
liabilities of Seneca on that date.
The purpose of the proposed merger is to consolidate
all of the gas production operations and facilities of
Parent and its subsidiaries into one corporation. This
consolidation would have several benefits.
First, the proposed merger would simplify the National
Fuel Gas holding company system's corporate structure, as
required by Section 11 of the Holding Company Act. The
merger should reduce or eliminate certain administrative
costs and expenses associated with operating the two
entities separately, and facilitate uniform management of
all gas production within the holding company system.
Second, the original reasons for forming Empire as a
separate corporation no longer exist. Empire was created
separately in order to finance a natural gas well-drilling
program by the sale of units in a limited partnership to
individual investors. Empire acts as the general partner in
a limited partnership which invested in joint ventures to
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<PAGE>
drill natural gas wells. That limited partnership is no
longer actively engaged in drilling, and Empire currently
has no intention of using this method to finance any future
exploration or development operations. The Limited
Partnership Agreement specifically permits the interest of
Empire, as the general partner in the entity, to become the
interest of Empire's successor without the consent of the
limited partners in the event of a merger or consolidation
such as that proposed herein.
Third, the proposed merger would simplify the
financial analysis of Parent by third parties, such as
stockholders, analysts, potential debt and equity investors,
and regulators, especially with respect to its exploration,
development and production activities. Parent's Form 10-K
reports display financial information by business segment,
while the Form U-5S reports display financial information by
individual company. The merged entity would provide
investors and analysts with a more convenient way to
evaluate the exploration and production operations as a
whole.
Neither Parent nor any subsidiary thereof has an
ownership interest in an exempt wholesale generator ("EWG")
or foreign utility company ("FUCO") as defined in Section 32
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<PAGE>
and 33 of the Holding Company Act. Additionally, neither
Parent nor any subsidiary thereof now or as a consequence of
the transaction proposed herein is a party to, or has any
right under, a service, sales or construction agreement with
an EWG or FUCO.
(d) The proposed transaction includes the acquisition
(by merger) by Seneca of all the assets of Empire,
consisting of approximately 2,200 gas wells, approximately
789,000 gross leasehold acres covering oil and gas
exploration and production rights, and various unregulated
gathering lines, well equipment, and auxiliary facilities.
The total original cost of Empire's property, plant
and equipment was $87,256,000, including labor, equipment,
material, transportation, construction tools and other costs
incurred in order to place this property in service. After
depreciation, Empire's property, plant and equipment had a
book value of $53,211,000 as of 1/31/94. Depreciation is
based on an estimated service life of 21.5 years, with the
average age of property being approximately 9 years.
Current assets (as of 1/31/94) of $3,231,000 and other
assets (as of 1/31/94) of $610,000 bring the total assets
(less accumulated depreciation) to $57,052,000 as of 1/31/94.
The proposed transaction also includes the assumption
(by merger) by Seneca of all the liabilities of Empire,
including short-term debt, totalling $41,046,000 as of
1/31/94.
[page 4]
<PAGE>
Item 2. Fees, Commissions and Expenses.
(a) It is estimated that the expenses to be incurred
by the Applicants in connection with the herein proposed
transaction are as follows:
Holding Company Act filing fee $ 2,000
State filing fees $ 1,000
Miscellaneous and incidental expenses $ 1,000
including travel, telephone and
postage
Item 3. Applicable Statutory Provisions.
(a) Sections 6(a), 7(a), 9(a), 10 and 12(c) of the
Holding Company Act and Rules 20, 21, 22, 23, 24 and 42
under the Holding Company Act are or may be applicable to
this transaction. Sections 6(a) and 7(a) would be
applicable if Empire were considered to be altering the
"priorities, preferences, voting power or other rights" of
its common shareholders when Empire's common stock is
surrendered and cancelled upon the effective date of the
proposed merger. However, Parent is the sole common
shareholder of both Empire and the surviving corporation
(Seneca), so the actual priorities, preferences, voting
power or other rights of Empire's sole common shareholder
will not as a practical matter be altered. The Applicants,
therefore, do not believe that Sections 6(a) and 7(a) of the
Holding Company Act apply to this transaction. The
[page 5]
<PAGE>
Applicants nevertheless filed this Application-Declaration
because a Form U-1 filing is clearly required by other
sections of the Holding Company Act. In the event the
Commission determines that Sections 6(a) and 7(a) of the
Holding Company Act are applicable to this transaction, the
Applicants request authorization under those sections.
Sections 9(a) and 10 of the Holding Company Act are
applicable because Seneca, as a subsidiary of a registered
holding company, is acquiring, directly or indirectly, an
interest in the business of Empire. Upon the effective date
of the proposed merger, the common stock of Empire would be
"retired" for purposes of Section 12(c) of the Holding
Company Act (Empire has no preferred stock outstanding). No
securities would be issued or acquired.
Section 11(b) of the Holding Company Act would be
applicable if Parent or a subsidiary thereof were acquiring
an interest in a new company or business, and it was
questionable whether such business interest was "reasonably
incidental or economically necessary or appropriate to the
operations of (the) integrated public utility system."
Since the Parent holding company system acquires nothing as
a result of the proposed transaction, Applicants do not
believe that Section 11(b) of the Holding Company Act
applies to this transaction.
In the event that the Commission determines that
Section 11(b) of the Holding Company Act does apply to this
transaction, Seneca's "acquisition" of Empire qualifies
[page 6]
<PAGE>
under Section 2(b) of the Gas Related Activities Act of
1990, because both Seneca and Empire are companies organized
to participate in the exploration, development and
production of natural gas.
Item 4. Regulatory Approval.
(a) The Applicants submit that there are no State or
Federal Commissions (other than this Commission) which have
jurisdiction over the proposed transaction. Section 10(f)
of the Holding Company Act does not apply to any of the
implementation filings which the applicants would make after
the Commission's approval of the proposed transaction.
The following are the implementation filings which
would be made by the Applicants when and if the Commission
approves this Application-Declaration. Seneca and Empire
would complete the pro-forma Departments of State filings
attached to this Application-Declaration as Exhibit D. The
New York and Pennsylvania Departments of State would perform
the essentially ministerial duties of verifying that the
documents are in order and that Empire is current on its New
York taxes. Upon the acceptance of those filings (or upon a
subsequent date set out in the filings), the merger would
become effective. See New York Business Corporation Law,
Section 907(g), and Pennsylvania Business Corporation Law,
Section 1928. The Commission should not require (or even
allow) Seneca and Empire to make the Departments of State
[page 7]
<PAGE>
filings before the Commission has ordered that this merger
may proceed.
Additionally, pursuant to regulations of the New York
Department of Environmental Conservation ("NYDEC") and
Pennsylvania Department of Environmental Regulation
("PADER"), Seneca will submit to the NYDEC and PADER various
written statements confirming that Seneca will take plugging
responsibility for Empire's wells. Seneca will also submit
proof of financial security acceptable to the NYDEC and
PADER. None of these items require affirmative approval by
the NYDEC or the PADER.
Item 5. Procedure.
(a) The Applicants request that the Commission issue
an order permitting this Application-Declaration to become
effective by June 1, 1994, which is more than 40 days after
the date of this original filing. The merger can not be
effective until approved by the Secretaries of State, and
the Applicants cannot file their merger papers with the
Secretaries of State until this Declaration or Application
is approved.
(b) The Applicants respectfully request that the
Commission's order herein be entered pursuant to the
provisions of Rule 23. If a hearing is ordered, the
Applicants waive a recommended decision by a Hearing
Officer, or any other responsible officer of the Commission,
the Applicants agree that the Office of Public Utility
[page 8]
<PAGE>
Regulation may assist in the preparation of the Commission
decision and request that there be no waiting period between
the issuance of the Commission's order and the date on which
it becomes effective.
Item 6. Exhibits and Financial Statements.
The following exhibits and financial statements are
made a part of this statement:
(a) Exhibits
A Certificate of Incorporation of Empire
Exploration, Inc., describing at pp. 2-4 the
rights of the holders of the common stock which
will be retired.
B Plan of Merger to be adopted by the
Directors of Seneca and Empire upon
approval of this transaction by this
Commission, and, to the extent
necessary, the NYDEC.
D Pro forma merger documents to be filed with
the Secretaries of State of New York or
Pennsylvania.
E Map showing the relationship of facilities
of Empire Exploration, Inc. to the
facilities of Seneca Resources Corporation. This
map could not be included in the EDGAR filing,
but is available from the Applicants on request
(filed by Form SE).
F Opinion of the Legal Departments of
Empire and Seneca
G Proposed form of Notice
(b) Financial Statements
Pro Forma Condensed Balance Sheets of Parent and
subsidiaries, Seneca and Empire at January 31,
1994.
Pro Forma Condensed Statements of Income and
Earnings Reinvested in the Business for Parent
and subsidiaries, Seneca and Empire for the 12
months ended January 31, 1994.
[page 9]
<PAGE>
Notes to the Financial Statements
(incorporated by reference as indicated).
There have been no material changes not in the
ordinary course of business since January 31, 1994.
Item 7. Information as to Environmental Effects.
(a) The proposed transaction contemplates a change in
the corporate entity owning and operating Empire's
facilities, but would not provide for the construction or
physical abandonment of any facilities or any change in
their methods of operation. The proposed transaction would
therefore involve no major action which would significantly
affect the quality of the environment.
(b) No federal agency has prepared or is preparing an
environmental impact statement with respect to the
transaction proposed in this Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have
duly caused this statement to be signed on their behalf by
the undersigned thereunto duly authorized.
[page 10]
<PAGE>
SENECA RESOURCES CORPORATION
By _/s/ Phlip C. Ackerman______
Philip C. Ackerman
President
EMPIRE EXPLORATION, INC.
By _/s/ Philip C. Ackerman_______
Philip C. Ackerman
President
March 14, 1994
[page 11]
EXHIBIT INDEX
(a) Exhibits
A Certificate of Incorporation of Empire
Exploration, Inc., describing at pp. 2-3 the
rights of the holders of the common stock which
will be retired.
B Plan of Merger to be adopted by the
Directors of Seneca and Empire upon
approval of this transaction by this
Commission.
D Pro forma merger documents to be filed with
the Secretaries of State of New York or
Pennsylvania.
E Map showing the relationship of the facilities of
Empire to the facilities of Seneca.
F Opinion of the Legal Departments of
Empire and Seneca.
G Proposed form of Notice
(b) Financial Statements
Pro Forma Condensed Balance Sheets of Parent and
subsidiaries, Seneca and Empire at January 31,
1994.
Pro Forma Condensed Statements of Income and
Earnings Reinvested in the Business for Parent and
subsidiaries, Seneca and Empire for the 12 months
ended January 31, 1994.
Notes to the Financial Statements (incorporated by
reference as indicated).
E X H I B I T A
Certificate of Incorporation of
Empire Exploration, Inc.
describing at pp. 2-4 the rights
of the holders of the common stock
which will be retired
[cover page 1]
<PAGE>
State of New York )
) ss: [# is illegible]
Department of State )
I hereby certify that I have compared the annexed copy with the
original document filed by the Department of State and that the same
is a correct transcript of said original.
Witness my hand and seal of the Department of State on Apr 13 1988
/s/ Gail S. Shaffer
Secretary of State
380507-004 (12/87)
[cover page 2]
<PAGE>
NYS DEPARTMENT OF STATE
Filing Receipt Restated Certificate Ch Purposes & Powers & Provisions
CORPORATION NAME
Empire Exploration, Inc.
DATE FILED DURATION & COUNTY CODE FILE NUMBER CASH NUMBER
4/13/88 Erie B627259-7 153448
NUMBER AND KIND OF SHARES LOCATION OF PRINCIPAL OFFICE
*CT
ADDRESS FOR PROCESS REGISTERED AGENT
FEES AND/OR TAX PAID AS FOLLOWS:
Amount of Check $
Amount of Money Order $00110.00
Amount of Cash $
$6.00 Dollar Fee to County $060.00 filing
$ tax
$ 40.00 certified copy
$ certificate
$010.00 miscellaneous
TOTAL PAYMENT $ 0000110.00
FILER NAME AND ADDRESS
Curtis W. Lee
10 Lafayette Square
Buffalo NY 14203
Refund of $ to follow
GAIL S. SHAFFER - SECRETARY OF STATE
380604-003 (8/84)
[cover page 3]
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
EMPIRE EXPLORATION, INC.
Under Section 807 of the Business Corporation Law
The undersigned, B. J. Kennedy and P. C. Ackerman, the President
and Secretary respectively of Empire Exploration, Inc., hereby
certify:
1. The name of the Corporation is Empire Exploration, Inc.
2. The Certificate of Incorporation of the Corporation was filed by
the Department of State on March 26, 1982.
3. The Certificate of Incorporation of the Corporation, is amended
as follows:
(a) To amend the provisions regarding the purpose of the
Corporation, the pre-emptive rights of
shareholders, the powers of the Board of Directors,[
]and
(b) To add provisions regarding corporate powers and the
limitation of liability of directors.
4. The text of the Certificate of Incorporation of Empire
Exploration, Inc. is hereby restated, as amended hereby, to read as
herein set forth in full:
[stamped along left margin: B627259]
[page 1]
<PAGE>
FIRST: The name of the corporation is Empire Exploration,
Inc.
SECOND: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under
the New York Business Corporation Law, provided that it shall not
engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without
such consent or approval first being obtained.
THIRD: The office of the corporation is to be located in
the County of Erie, New York.
FOURTH: The aggregate number of shares which this
Corporation shall have authority to issue is 2,000 shares of common
stock with a par value of ten dollars ($10.00) per share. No holder
of any share of the Corporation shall, because of his ownership of
shares, have a pre-emptive or other right to purchase, subscribe for,
or take any part of any shares or any part of the notes, debentures,
bonds, or other securities convertible into or carrying options or
warrants to purchase shares of the Corporation issued, optioned, or
sold by it after its incorporation, whether the shares be authorized
by this certificate of incorporation or be authorized by an amended
certificate duly filed and in effect at the time of the issuance or
sale of such shares or of such notes, debentures, bonds, or other
securities. Any part of the shares authorized by this certificate of
incorporation, or by an amended certificate duly filed, and any part
of the notes, debentures, bonds, or other securities convertible into
or carrying options or warrants to purchase shares of the Corporation
may at any time be issued, optioned for sale and sold, or disposed of
by the Corporation pursuant to resolution of its Board of Directors
to such persons and upon such terms and conditions as may, to such
Board, seem proper and advisable without first offering to existing
shareholders the said shares or the said notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to
purchase shares of the Corporation, or any part of any thereof.
FIFTH: The Corporation, by a majority vote of the Board of
Directors, may make, alter, amend or rescind its By-Laws. The
Corporation may sell all or substantially all of the assets of the
Corporation, but no such sale of all or substantially all of the
assets of the Corporation shall be made except pursuant to the
authorization of at least two-thirds (2/3) of the Board of Directors.
SIXTH: The Secretary of State of the State of New York is
designated as the agent of the corporation, upon whom process against
it may be served, and the post office address to which the Secretary
of State shall mail a copy of any such process served upon him is 10
Lafayette Square, Buffalo, New York 14203.
[page 2]
<PAGE>
SEVENTH: Subject to any limitation provided in any statute
of the State of New York, the corporation in furtherance of its
corporate purposes shall have all the powers now or hereafter
conferred by statute upon, or otherwise legally attributable to,
corporations formed under said Business Corporation Law.
EIGHTH: To the fullest extent that the Business Corporation
Law of the State of New York, as the same exists or may hereafter be
amended, permits elimination or limitation of the liability of
directors, no director of the corporation shall be liable to the
corporation or its shareholders for damages for any breach of duty in
such capacity. Any repeal or modification of this provision by the
shareholders of the corporation shall be prospective only and shall
not adversely affect any elimination or limitation of the personal
liability of a director of the corporation for acts or omissions
occurring prior to the effective date of such repeal or modification.
5. The Restatement of the Certificate of Incorporation of
Empire Exploration, Inc. was authorized by the Unanimous Written
Consent of the Board of Directors followed by the Written Consent of
the sole shareholder of Empire Exploration, Inc.
IN WITNESS WHEREOF, the undersigned have made and signed
this Certificate this 14th day of March, 1988 and they affirm the
statements contained herein as true under penalties of perjury.
/s/ B. J. Kennedy
B. J. Kennedy
President
/s/ P. C. Ackerman
P. C. Ackerman
Secretary
[page 3]
<PAGE>
[STAMP]
State of New York
Department of State
Filed Apr 13 1988
Amount of Check $110
Filing Fee $ 60
Tax $
County Fee $
4 - Copy $40
Cert $
Refund $
Spec Handle $10
By: /s/ [unknown mark]
Erie
[STAMP]
B627259
[STAMP]
CT
Restated Certificate of Incorporation
of
Empire Exploration, Inc.
March 14, 1988
[STAMP]
Under Section 807 of the
Business Corporation Law
Filer: Curtis W. Lee
10 Lafayette Square
Buffalo NY 14203
[HAND WRITTEN]
3/26/82
Erie Co.
NA
A853610-5
2,000 PV $10.00
S/S The Corp.
10 Lafayette Square
Buffalo NY 14203
MRA
AAH
O 7/25
4/13H
[STAMPED]
Received
Mar 25 12__pm '88
[STAMP]
153448
[STAMP]
Filed
APR 13 11:18 am '88
[STAMP]
BILLED
[page 4]
E X H I B I T B
Plan of Merger to be adopted by the
Directors of Seneca and Empire upon
approval of this transaction
by this Commission
[cover page]
<PAGE>
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
SENECA RESOURCES CORPORATION
The undersigned, being all of the members of the
Board of Directors of Seneca Resources Corporation, do hereby
adopt and consent to the adoption of the following
resolutions:
RESOLVED, that this Seneca Resources
Corporation merge with Empire Exploration,
Inc., with Seneca Resources Corporation as the
surviving corporation, pursuant to a Plan of
Merger substantially in the form and on the
same terms as Exhibit A hereto ("Plan").
RESOLVED, that the proper officer of
Seneca Resources Corporation is authorized on
its behalf to amend the Plan as he shall deem
necessary or appropriate to facilitate the
merger of Empire Exploration, Inc. into Seneca
Resources Corporation or as may be necessary
to meet any applicable legal or regulatory
requirements.
RESOLVED, that the proper officer of
Seneca Resources Corporation is authorized and
directed to execute any documents and take any
action necessary or appropriate to effectuate
the foregoing resolutions.
Dated: _________________, 1994
_______________________________
Philip C. Ackerman
_______________________________
David F. Smith
_______________________________
Gerald T. Wehrlin
[page 1]
<PAGE>
WRITTEN CONSENT
OF THE
SOLE SHAREHOLDER
OF
SENECA RESOURCES CORPORATION
The undersigned, being the holder of all outstanding
shares of Seneca Resources Corporation entitled to vote, does
hereby adopt and consent to the adoption of the following
resolutions by Seneca Resources Corporation:
RESOLVED, that Seneca Resources
Corporation merge with Empire Exploration,
Inc., with Seneca Resources Corporation as the
surviving corporation, pursuant to a Plan of
Merger substantially in the form and on the
same terms as Exhibit A hereto ("Plan").
RESOLVED, that the proper officer of
Seneca Resources Corporation is authorized on
its behalf to amend the Plan as he shall deem
necessary or appropriate to facilitate the
merger of Empire Exploration, Inc. into Seneca
Resources Corporation or as may be necessary
to meet any applicable legal or regulatory
requirements.
RESOLVED, that the proper officer of
Seneca Resources Corporation is authorized and
directed to execute any documents and take any
action necessary or appropriate to effectuate
the foregoing resolutions.
Dated: _________________, 1994
NATIONAL FUEL GAS COMPANY
as sole shareholder
By ____________________________
Bernard J. Kennedy, Chief
Executive Officer
[page 2]
<PAGE>
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
EMPIRE EXPLORATION, INC.
The undersigned, being all of the members of the
Board of Directors of Empire Exploration, Inc., do hereby
adopt and consent to the adoption of the following
resolutions:
RESOLVED, that Empire Exploration, Inc.
merge with Seneca Resources Corporation
("Seneca"), with Seneca as the surviving
corporation, pursuant to a Plan of Merger
substantially in the form and on the same
terms as Exhibit A hereto ("Plan").
RESOLVED, that the proper officer of
Empire Exploration, Inc. is authorized on its
behalf to amend the Plan as he shall deem
necessary or appropriate to facilitate the
merger of Empire Exploration, Inc. into Seneca
or as may be necessary to meet any applicable
legal or regulatory requirements.
RESOLVED, that the proper officer of
Empire Exploration, Inc. is authorized and
directed to execute any documents and take any
action necessary or appropriate to effectuate
the foregoing resolutions.
Dated: _________________, 1994
_______________________________
Bernard J. Kennedy
_______________________________
Philip C. Ackerman
_______________________________
William A. Ross
_______________________________
David F. Smith
_______________________________
Gerald T. Wehrlin
[page 3]
<PAGE>
WRITTEN CONSENT
OF THE
SOLE SHAREHOLDER
OF
EMPIRE EXPLORATION, INC.
The undersigned, being the holder of all outstanding
shares of Empire Exploration, Inc. entitled to vote, does
hereby adopt and consent to the adoption of the following
resolutions:
RESOLVED, that Empire Exploration, Inc.
merge into Seneca Resources Corporation
("Seneca"), with Seneca as the surviving
corporation, pursuant to a Plan of Merger
substantially in the form and on the same
terms as Exhibit A hereto ("Plan").
RESOLVED, that the proper officer of
Empire Exploration, Inc. is authorized on its
behalf to amend the Plan as he shall deem
necessary or appropriate to facilitate the
merger of Empire Exploration, Inc. into Seneca
or as may be necessary to meet any applicable
legal or regulatory requirements.
RESOLVED, that the proper officer of
Empire Exploration, Inc. is authorized and
directed to execute any documents and take any
action necessary or appropriate to effectuate
the foregoing resolutions.
Dated: _________________, 1994
NATIONAL FUEL GAS COMPANY
as sole shareholder
By ____________________________
Bernard J. Kennedy, Chief
Executive Officer
[page 4]
<PAGE>
PLAN OF MERGER approved on ________________, 1994 by
Seneca Resources Corporation (sometimes referred to
hereinafter as "Seneca"), a business corporation incorporated
under the laws of the Commonwealth of Pennsylvania, and by
resolution adopted by its Board of Directors as of such date,
and approved on __________, 1994 by Empire Exploration, Inc.
(sometimes referred to hereinafter as "Empire"), a business
corporation incorporated under the laws of the State of New
York, and by resolution adopted by its Board of Directors as
of such date.
1. The names of the corporations to be merged are
Seneca Resources Corporation and Empire Exploration, Inc.
The name under which Seneca was formed is The Mars Company.
2. The designation and number of outstanding shares
of each class and series, and the specification of each class
and series entitled to vote, of each corporation to be merged
are as follows:
Designation and Classes and
Number of Out- Series Entitled
Name of the Corporation standing Shares to Vote
Seneca Resources 100,000 common, common,
Corporation with par value with par value
of Five Dollars of Five Dollars
Empire Exploration 1,000 common, common,
Inc. with par value with par value
of Ten Dollars of Ten Dollars
[page 5]
<PAGE>
3. Empire shall, pursuant to the provisions of the
Pennsylvania Business Corporation Law of 1988 and pursuant to
the provisions of the New York Business Corporation Law, be
merged into Seneca, which shall be the surviving corporation
("Surviving Corporation") upon the effective date of the
merger ("Merger") in the jurisdiction of its organization and
which shall continue to exist as the Surviving Corporation
pursuant to the provisions of the New York Business
Corporation Law. The separate existence of Empire shall
cease upon the effective date of the Merger in accordance
with the provisions of the New York Business Corporation Law.
4. The Articles of Incorporation of Seneca, as
amended, as in effect upon the effective date of the Merger
shall be the Articles of Incorporation, as amended, of the
Surviving Corporation.
5. The By-Laws of Seneca as in effect upon the
effective date of the Merger shall be the By-Laws of the
Surviving Corporation, and shall continue in full force and
effect until altered, amended or repealed.
6. The issued shares of Empire shall not be
converted or exchanged in any manner upon the effective date
of the Merger, but shall be surrendered and cancelled upon
the effective date of the Merger. The issued shares of
[page 6]
<PAGE>
Seneca shall not be converted or exchanged in any manner, but
each share which is issued as of the effective date of the
Merger shall continue to represent one issued share of the
Surviving Corporation.
7. All persons who are directors and officers of
Seneca on the effective date of the Merger shall be the
directors and officers of the Surviving Corporation, until
their successors are elected and shall have qualified.
8. In the event that this Plan of Merger shall have
been duly adopted and approved on behalf of Seneca in
accordance with the provisions of the Pennsylvania Business
Corporation Law of 1988 and duly approved and adopted on
behalf of Empire in accordance with the New York Business
Corporation Law, Seneca and Empire hereby stipulate that they
will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of
New York and the laws of the Commonwealth of Pennsylvania,
and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the Merger.
9. The proper officers of Seneca and the proper
officers of Empire are herby authorized to execute the
Articles of Merger on behalf of such corporations,
respectively, in accordance with the provisions of the
Pennsylvania Business Corporation Law of 1988 and the
Certificate of Merger on behalf of such corporations in
[page 7]
<PAGE>
accordance with the provisions of the New York Business
Corporation Law; and the Board of Directors and the proper
officers of Seneca and of Empire, respectively, are hereby
authorized, empowered, and directed to do any and all acts,
and to make, execute, deliver, file and/or record any and all
instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan of Merger or the
merger.
10. Notwithstanding the full adoption and approval
of this Plan of Merger on behalf of Seneca in accordance with
the provisions of the Pennsylvania Business Corporation law
of 1988 and the full authorization of the Merger, and
notwithstanding the full approval and adoption of this Plan
of Merger on behalf of Empire in accordance with the
provisions of the New York Business Corporation Law and the
full authorization of the Merger, this Plan of Merger may be
amended or terminated at any time prior to the filing of the
Articles of Merger with the Department of State of the
Commonwealth of Pennsylvania or the filing of the Certificate
of Merger with the Department of State of the State of New
York by the Board of Directors of either Seneca or Empire.
11. The effective date and hour of this Plan of
Merger and of the Merger shall, insofar as the provisions of
the Pennsylvania Business Corporation Law of 1988 shall
govern the same, be __________________ at _______ __.M.
[page 8]
E X H I B I T D
Pro forma merger documents to be filed with
the Secretaries of State of
New York or Pennsylvania
[cover page]
<PAGE>
CERTIFICATE OF MERGER
OF
SENECA RESOURCES CORPORATION
AND
EMPIRE EXPLORATION, INC.
INTO
SENECA RESOURCES CORPORATION
UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW
Pursuant to Section 907 of the Business Corporation
Law of the State of New York, the undersigned hereby certify
as follows:
1. The name of each corporation to be merged is
Empire Exploration, Inc., a New York corporation ("Empire"),
and Seneca Resources Corporation, a Pennsylvania corporation
("Seneca"). The name under which Seneca was formed is Mars
Natural Gas Company.
2. The name of the surviving corporation is Seneca
Resources Corporation ("Surviving Corporation").
3. The designation and number of outstanding shares
of each class and series, and the specification of each class
and series entitled to vote, of each corporation to be merged
are as follows:
[page 1]
<PAGE>
Designation and Classes and
Number of Out- Series Entitled
Name of the Corporation standing Shares to Vote
Seneca Resources 100,000 common, common,
Corporation with par value with par value
of Five Dollars of Five Dollars
Empire Exploration 1,000 common, common,
Inc. with par value with par value
of Ten Dollars of Ten Dollars
4. The effective date of the merger is
____________, 1994.
5. The merger was authorized by the unanimous
written consent of the board of directors of Empire followed
by the written consent of the holder of all outstanding
shares of Empire entitled to vote. The merger is permitted
by the laws of the jurisdiction of the Surviving Corporation,
and is in compliance therewith.
6. The Certificate of Incorporation of Empire was
filed by the Department of State on ______, 1982.
7. The Surviving Corporation was formed under the
laws of the Commonwealth of Pennsylvania on _________, 19__,
and its application for authority to do business in the State
of New York was filed by the Department of State on
_________, 19__.
8. The Surviving Corporation agrees that it may be
served with process in the State of New York in any action or
special proceeding for the enforcement of any liability or
obligation for the enforcement of any liability or obligation
of the Surviving Corporation for which the Surviving
Corporation is previously amenable to suit in the State of
[page 2]
<PAGE>
New York, and for the enforcement, as provided in the
Business Corporation Law of the State of New York, of the
right of shareholders of Empire to receive payment for their
shares against the Surviving Corporation.
9. The Surviving Corporation agrees that, subject
to the provisions of Section 623 of the Business Corporation
Law of the State of New York, it will promptly pay to the
shareholders of Empire the amount, if any, to which they
shall be entitled under the provisions of the Business
Corporation Law of the State of New York relating to the
rights of shareholders to receive payment for their shares.
10. The Surviving Corporation hereby designates the
Secretary of State of the State of New York as its agent upon
whom process against it may be served in the manner set forth
in paragraph (b) of Section 306 of the Business Corporation
Law of the State of New York in any action or special
proceeding. The post office address to which the said
Secretary of State shall mail a copy of any process against
the Surviving Corporation served upon him is:
Seneca Resources Corporation
c/o Treasurer
10 Lafayette Square
Buffalo, New York 14203
[page 3]
<PAGE>
IN WITNESS WHEREOF, this certificate has been signed
on the _______ day of _________, 1994, and the statements
contained herein are affirmed as true under penalties of
perjury.
EMPIRE EXPLORATION, INC.
By _______________________________
Philip C. Ackerman, President
By _______________________________
Ronald J. Tanksi, Secretary
SENECA RESOURCES CORPORATION
By _______________________________
Philip C. Ackerman, President
By _______________________________
Gerald T. Wehrlin, Secretary
[page 4]
<PAGE>
Microfilm Number Filed with the Department of State on
Entry Number
Secretary of the Commonwealth
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1926 (REV 90)
In compliance with the requirements of 15 Pa C.S. Sec 1926
(relating to articles of merger or consolidation, the
undersigned business corporations, desiring to effect a
merger, hereby state that:
1. The name of the corporation surviving the merger is:
Seneca Resources Corporation
2. (Check and complete one of the following):
X The surviving corporation is a domestic business
corporation and the (a) address of its current registered
office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is (the
Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) 1100 State Street, P.O. Box 2081
Number and Street
Erie Pennsylvania 16512 Erie
City State Zip County
(b) c/o:
Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered
office provider, the county in (b) shall be deemed the county
in which the corporation is located for venue and official
public purposes.
____ The surviving corporation is a qualified foreign
business corporation incorporated under the laws of
___________ and the (a) address of its current registered
office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is (the
Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a)
Number and Street
City State Zip County
[page 5]
<PAGE>
(b) c/o:
Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered
office provider, the county in (b) shall be deemed the county
in which the corporation is located for venue and official
public purposes.
____ The surviving corporation is a nonqualified foreign
business corporation incorporated under the laws of _________
and the address of its principal office under the laws of such
domiciliary jurisdiction is:
Number and Street
City State Zip County
3. The name and the address of the registered office in this
Commonwealth or name of its commercial registered office
provider and the county of venue of each other domestic
business corporation and qualified foreign business
corporation which is a party to the plan of merger are as
follows:
Name of Corporation
Empire Exploration, Inc.
Address of Registered Office or Name of Commercial Registered
Office Provider
14 Lafayette Square, Buffalo NY 14203
County
Erie
(Check, and if appropriate complete, one of the following):
____ The plan of merger shall be effective upon filing these
Articles of Merger in the Department of State.
____ The plan of merger shall be effective on ________
(date) at __________ (hour)
The manner in which the plan of merger was adopted by each
domestic corporation is as follows:
Name of Corporation
Seneca Resources Corporation
Manner of adoption
Adopted by directors and shareholders pursuant to 15
Pa.C.S. Sec 1924(a)
[page 6]
<PAGE>
(Strike out this paragraph of no foreign corporation is a
party to the merger). The plan was authorized, adopted or
approved, as the case may be, by the foreign business
corporation (or each of the foreign business corporations)
party to the plan in accordance with the laws of the
jurisdiction in which it is incorporated.
(Check, and if appropriate complete, one of the following):
X The plan of merger is set forth in full in Exhibit A
attached hereto and made a part hereof.
___ Pursuant to 15 Pa.C.S. Sec. 1901 (relating to omission of
certain provisions from filed plans) the provisions, if any,
of the plan of merger that amend or constitute the operative
Articles of Incorporation of the surviving corporation as in
effect subsequent to the effective date of the plan are set
forth in full in Exhibit A attached hereto and made a part
hereof. The full text of the plan of merger is on file at the
principal place of business of the surviving corporation, the
address of which is:
Number and Street
City
State
Zip
IN TESTIMONY WHEREOF, the undersigned corporation or each
undersigned corporation has caused these Articles of Merger to
be signed by a duly authorized officer thereof this _____ day
of __________, 19_______.
Seneca Resources Corporation
(Name of Corporation)
By:
Philip C. Ackerman
Title: President
[page 7]
<PAGE>
(CHANGES)
DOCKETING STATEMENT DSCB: 15-134B (Rev 90)
Bureau Use Only:
___ Revenue ___ Labor & Industry
___ Other
File Code
Filed Date
Microfilm Number
Filing Fee: None
This form (file in triplicate) and all accompanying documents
shall be mailed to:
Commonwealth of Pennsylvania
Department of State
Corporation Bureau
Part I. Complete for each filing:
Current name of entity or registrant affected by the submittal
to which this statement relates: (survivor or new corporation
if merger or consolidation)
Seneca Resources Corporation
Entity number, if known:
Note: Entity Number is the computer index number assigned to
an entity upon initial filing in the Department of State.
Incorporation/qualification date in Pa: 6/9/13
State of incorporation: Pennsylvania
Specified effective date, if any:
Part II. Complete for each filing. This statement is being
submitted with (check proper box):
__ Articles of Amendment: complete Section A only
__ Amended Certificate of Authority: complete Section A only
XX Articles of Merger: complete Section B
__ Articles of Consolidation: complete Section C
__ Articles of Division: complete Section D
__ Articles of Conversion: complete Sections A and E only
__ Statement of Merger, Consolidation or Division: complete
Section B, C or D
__ Statement of Correction: complete Section A only
__ Statement of Termination: complete Section H
__ Statement of Revival: complete Section G
__ Dissolution by Shareholders or incorporators before
Commencement of Business: complete Section F only
__ Amendment of Certificate of Limited Partnership: complete
Section A only
[page 8]
<PAGE>
Part III. Complete if Appropriate. The delayed effective
date of the accompanying submittal is:
month day year hour, if any
DSCB 15.134B (Rev 90)-2
__ Section A. Changes to be made to the Entity named in Part
I: (Check box/boxes which pertain)
__ Name
__ Registered Office
Name & Street City State Zip County
__ Purpose
__ Stock: aggregate number of shares authorized
(attach additional provisions, if any)
__ Term of Existence
__ Other
XX Section B. Merger (Complete Section A if any changes to
survivor corporation):
Merging Corporation are: (List only the merging
corporations - survivor is listed in Part I),
1. Name: Empire Exploration, Inc.
Entity Number, if known:
Inc/quali date in Pa 11/7/83
State of incorporation: New York
2. Name:
Entity Number, if known:
Inc/quali date in Pa
State of incorporation:
Attach sheet containing above corporate information if there
are additional merging corporations.
__ Section C. Consolidation (New corporation information
should be completed in Part I. Also, complete and attach
Docketing Statement DSCB: 15-134A for the New corporation
formed.)
Consolidating Corporations are:
1. Name:
Entity Number, if known:
Inc/quali date in Pa
State of incorporation:
2. Name:
Entity Number, if known:
Inc/quali date in Pa
State of incorporation:
Attach sheet containing above corporate information if there
are additional merging corporations.
[page 9]
<PAGE>
DSCB 15.134B (Rev 90)-3
__ Section D. Division (Forming New Corporation(s) named
below. Also, complete and attach Docketing Statement
DSCB:15-134A for each new corporation formed by division.)
________ Entity Number 1._________________________________
________ Entity Number 2._________________________________
Attach sheet if there are additional corporations to be named.
Check one:
__ Corporation named in Part I survives. (Any changes,
complete Section A)
__ Corporation named in Part I does not survive.
__ Section E. Conversion (Complete Section A)
Check One:
__ Converted from nonprofit to profit
__ Converted from profit to nonprofit
__ Section F. Dissolved by shareholders or incorporation
before commencement of business.
__ Section G. Statement of Revival Corporation named in Part
I hereby revives its charter or articles which were forfeited
by Proclamation or expired. (Complete Section A if any
changes have been made to the revived corporation.)
__ Section H. State of Termination
_______ (type of filing made) filed in the Department of
State on (month date year hour, if any) is/are hereby
terminated.
If merger, consolidation or division, list all corporation
involved, other than that listed in Part I:
________ Entity Number 1._________________________________
________ Entity Number 2._________________________________
Attach sheet if there are additional corporations to be named.
[page 10]
<PAGE>
PLAN OF MERGER approved on ________________, 1994 by
Seneca Resources Corporation (sometimes referred to
hereinafter as "Seneca"), a business corporation incorporated
under the laws of the Commonwealth of Pennsylvania, and by
resolution adopted by its Board of Directors as of such date,
and approved on __________, 1994 by Empire Exploration, Inc.
(sometimes referred to hereinafter as "Empire"), a business
corporation incorporated under the laws of the State of New
York, and by resolution adopted by its Board of Directors as
of such date.
1. The names of the corporations to be merged are
Seneca Resources Corporation and Empire Exploration, Inc.
The name under which Seneca was formed is The Mars Company.
2. The designation and number of outstanding shares
of each class and series, and the specification of each class
and series entitled to vote, of each corporation to be merged
are as follows:
Designation and Classes and
Number of Out- Series Entitled
Name of the Corporation standing Shares to Vote
Seneca Resources 100,000 common, common,
Corporation with par value with par value
of Five Dollars of Five Dollars
Empire Exploration 1,000 common, common,
Inc. with par value with par value
of Ten Dollars of Ten Dollars
[page 11]
<PAGE>
3. Empire shall, pursuant to the provisions of the
Pennsylvania Business Corporation Law of 1988 and pursuant to
the provisions of the New York Business Corporation Law, be
merged into Seneca, which shall be the surviving corporation
("Surviving Corporation") upon the effective date of the
merger ("Merger") in the jurisdiction of its organization and
which shall continue to exist as the Surviving Corporation
pursuant to the provisions of the New York Business
Corporation Law. The separate existence of Empire shall
cease upon the effective date of the Merger in accordance
with the provisions of the New York Business Corporation Law.
4. The Articles of Incorporation of Seneca, as
amended, as in effect upon the effective date of the Merger
shall be the Articles of Incorporation, as amended, of the
Surviving Corporation.
5. The By-Laws of Seneca as in effect upon the
effective date of the Merger shall be the By-Laws of the
Surviving Corporation, and shall continue in full force and
effect until altered, amended or repealed.
6. The issued shares of Empire shall not be
converted or exchanged in any manner upon the effective date
of the Merger, but shall be surrendered and cancelled upon
the effective date of the Merger. The issued shares of
[page 12]
<PAGE>
Seneca shall not be converted or exchanged in any manner, but
each share which is issued as of the effective date of the
Merger shall continue to represent one issued share of the
Surviving Corporation.
7. All persons who are directors and officers of
Seneca on the effective date of the Merger shall be the
directors and officers of the Surviving Corporation, until
their successors are elected and shall have qualified.
8. In the event that this Plan of Merger shall have
been duly adopted and approved on behalf of Seneca in
accordance with the provisions of the Pennsylvania Business
Corporation Law of 1988 and duly approved and adopted on
behalf of Empire in accordance with the New York Business
Corporation Law, Seneca and Empire hereby stipulate that they
will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of
New York and the laws of the Commonwealth of Pennsylvania,
and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the Merger.
9. The proper officers of Seneca and the proper
officers of Empire are herby authorized to execute the
Articles of Merger on behalf of such corporations,
respectively, in accordance with the provisions of the
Pennsylvania Business Corporation Law of 1988 and the
Certificate of Merger on behalf of such corporations in
[page 13]
<PAGE>
accordance with the provisions of the New York Business
Corporation Law; and the Board of Directors and the proper
officers of Seneca and of Empire, respectively, are hereby
authorized, empowered, and directed to do any and all acts,
and to make, execute, deliver, file and/or record any and all
instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan of Merger or the
merger.
10. Notwithstanding the full adoption and approval
of this Plan of Merger on behalf of Seneca in accordance with
the provisions of the Pennsylvania Business Corporation law
of 1988 and the full authorization of the Merger, and
notwithstanding the full approval and adoption of this Plan
of Merger on behalf of Empire in accordance with the
provisions of the New York Business Corporation Law and the
full authorization of the Merger, this Plan of Merger may be
amended or terminated at any time prior to the filing of the
Articles of Merger with the Department of State of the
Commonwealth of Pennsylvania or the filing of the Certificate
of Merger with the Department of State of the State of New
York by the Board of Directors of either Seneca or Empire.
11. The effective date and hour of this Plan of
Merger and of the Merger shall, insofar as the provisions of
the Pennsylvania Business Corporation Law of 1988 shall
govern the same, be __________________ at _______ __.M.
[page 14]
EXHIBIT E
Map showing the relationship of facilties of Empire
Exploration, Inc. to the facilities of Seneca Resources
Corporation. This map could not be included in the EDGAR
filing, but is available from the Applicants on request
(filed by Form SE).
MAP FROM NATIONAL FUEL GAS COMPANY
1993 ANNUAL REPORT
[MAP]
[cover page]
E X H I B I T F
Opinion of the Legal Departments of
Empire and Seneca
[cover page]
<PAGE>
[blue flame logo]
Seneca Resources Corporation
a National Fuel Gas System company
March 14, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Form U-1 Application-Declaration
Seneca Resources Corporation
Empire Exploration, Inc.
Ladies and Gentlemen:
With reference to the joint application or declaration, as
amended, filed on March 14, 1994 by Seneca Resources
Corporation ("Seneca") and Empire Exploration, Inc.
("Empire") under the Public Utility Holding Company Act of
1935, as amended, regarding the merger of Empire into Seneca
(the "Merger"), we are of the opinion that:
1. Empire is a corporation organized and duly existing
under the laws of the State of New York.
2. Seneca is a corporation organized and duly existing
under the laws of the State of Pennsylvania.
3. If (i) the Merger is consummated in accordance with
the application or declaration and the order of the
Securities and Exchange Commission thereon, (ii) the Boards
of Directors of Empire and Seneca, or duly authorized
committees thereof, approve and authorize substantially the
final form of the Plan of Merger pursuant to which the Merger
would be consummated, (iii) the sole shareholder of Seneca
and Empire shall have approved the Merger pursuant to an
executed Unanimous Consent, (iv) the Plan of Merger and other
documents to be used in connection with the Merger have been
duly executed and delivered and shall have become effective
as therein provided, and (v) the Merger shall have been
authorized by the Pennsylvania and New York Secretaries of
State:
[page 1]
<PAGE>
Securities and Exchange Commission
Page 2
March 14, 1994
(a) All state laws applicable to the Merger will have
been complied with;
(b) The Merger will be valid and binding;
(c) The legal rights of the holders of any securities
issued by Seneca, Empire or National Fuel Gas
Company (the registered holding company parent and
sole shareholder of Seneca and Empire) will not be
violated by the Merger.
We are members of the New York Bar and the Pennsylvania
Bar as indicated below. We do not hold ourselves out as
experts on the laws of any other State, or offer any opinion
on such laws.
We consent to the use of this opinion as an exhibit to the
Application or Declaration.
Very truly yours,
THE LEGAL DEPARTMENTS OF
SENECA RESOURCES CORPORATION
AND EMPIRE EXPLORATION, INC.
By:_/s/ Richard M. DiValerio____jrp
Richard M. DiValerio, Esq.
Admitted in Pennsylvania
By:_/s/ Ronald J. Tanski________jrp
Ronald J. Tanski, Esq.
Admitted in New York
[page 2]
E X H I B I T G
Proposed form of Notice
[cover page]
<PAGE>
EXHIBIT G
[Suggested Notice of Proposed Transaction
for Publication in the Federal Register]
SECURITIES AND EXCHANGE COMMISSION
(Release No. ____________)
SENECA RESOURCES CORPORATION
EMPIRE EXPLORATION, INC.
Notice of Proposal by Wholly-Owned Subsidiaries of Holding
Company to Merge With Each Other
_________________, 1994
Seneca Resources Corporation ("Seneca"), 10 Lafayette
Square, Buffalo, New York 14203 and Empire Exploration, Inc.
("Empire"), 10 Lafayette Square, Buffalo, New York 14203
have proposed one or more transactions to this Commission
pursuant to Sections 6(a), 7(a), 9(a), 10 and 12(c) of the
Public Utility Holding Company Act of 1935 ("Act") and Rules
20, 21, 22, 23, 24 and 42 thereunder. Neither Seneca nor
Empire is a public utility company. Neither Seneca nor
Empire are natural gas companies offering services regulated
by the Federal Energy Regulatory Commission ("FERC"). Both
Seneca and Empire are wholly-owned subsidiaries of National
Fuel Gas Company, a registered holding company, 30
Rockefeller Plaza, New York, New York 10020.
Empire and Seneca propose that Empire be merged into
Seneca. Upon the effective date of the merger, Empire would
cease its separate legal existence, and Seneca as the
surviving corporation would succeed to all the assets and
[page 1]
<PAGE>
liabilities of Empire. Seneca would step into Empire's
shoes with respect to all agreements.
Consummation of this transaction would require
approval by the Secretary of State of New York (in which
Empire is incorporated), the Secretary of State of
Pennsylvania (in which Seneca is incorporated), and the New
York Department of Environmental Conservation (solely for
the transfer or assumption of existing natural gas well
permits from Empire to Seneca as the surviving corporation).
No regulatory approval from any other state or federal
agency is required.
For purposes of the Act, Seneca would be "acquiring an
interest in a business", which requires approval by this
Commission pursuant to Sections 9(a) and 10 of the Act. The
outstanding securities of Empire (consisting of common stock
owned by the holding company parent) would be "retired",
which requires approval by this Commission pursuant to
Section 12(c) of the Act. No securities would be issued or
acquired.
Seneca and Empire do not believe that Sections 6(a)
and 7(a) of the Act are applicable, because as a practical
matter Empire would not be altering the "priorities,
preferences, voting power or other rights" of its sole
shareholder when Empire's common stock is surrendered and
cancelled upon the effective date of the proposed merger.
Seneca and Empire request that, if Sections 6(a) and 7(a) of
[page 2]
<PAGE>
the Act are determined to apply to this transaction, the
Commission approve this transaction pursuant to those
sections.
The application or declaration and any amendments
thereto are available for public inspection through the
Commission's Office of Public Reference. Interested persons
wishing to comment or request a hearing should submit their
views in writing by ________________ to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549,
and serve a copy on the applicants at the addresses
specified above. Proof of service (by affidavit or, in the
case of an attorney at law, by certificate) should be filed
with the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order
issued in this matter. After said date, the proposal, as
filed or as amended, may be authorized.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
[page 3]
[cover page]
(b) Financial Statements
Pro Forma Condensed Balance Sheets of Parent and subsidiaries, Seneca
and Empire at January 31, 1994.
Pro Forma Condensed Statements of Income and Earnings Reinvested in the
Business for Parent and subsidiaries, Seneca and Empire for the 12
months ended January 31, 1994.
Notes to the Financial Statements (incorporated by reference as
indicated).
<PAGE>
PAGE 1
<TABLE>
<CAPTION>
Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc. ("Empire")
are wholly-owned subsidiaries of National Fuel Gas Company ("National").
National proposes to merge Empire into Seneca. The following condensed
financial statements assume that the merger of Empire into Seneca occurred as
of January 31, 1994.
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF JANUARY 31, 1994
(UNAUDITED)
(THOUSANDS OF DOLLARS)
Adjustments
National Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT $2,058,447 $2,058,447
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 562,006 562,006
1,496,441 0 1,496,441
CURRENT ASSETS 360,435 (4)(a) 360,431
OTHER ASSETS 214,481 214,481
$2,071,357 ($4) $2,071,353
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $37,035 $37,035
PAID IN CAPITAL 372,152 372,152
EARNINGS REINVESTED IN THE
BUSINESS 369,182 4 (a) 369,178
778,369 4 778,365
LONG TERM DEBT, NET OF
CURRENT PORTION 478,417 478,417
TOTAL CAPITALIZATION 1,256,786 4 1,256,782
CURRENT LIABILITIES 458,393 458,393
OTHER LIABILITIES 356,178 356,178
$2,071,357 $4 $2,071,353
SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 2
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS
OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
National Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
OPERATING REVENUES $1,072,142 $1,072,142
OPERATING EXPENSES:
PURCHASED GAS 450,128 450,128
OPERATION EXPENSE 263,854 4 (a) 263,858
MAINTENANCE 24,416 24,416
PROPERTY, FRANCHISE &
OTHER TAXES 97,907 97,907
DEPRECIATION, DEPLETION &
AMORTIZATION 71,073 71,073
INCOME TAXES - NET 43,462 43,462
950,840 4 950,844
OPERATING INCOME 121,302 4 121,298
OTHER INCOME 4,218 4,218
INCOME BEFORE INTEREST CHARGES 125,520 4 125,516
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 36,990 36,990
OTHER INTEREST 12,129 12,129
49,119 0 49,119
INCOME BEFORE CUMULATIVE EFFECT $76,401 $4 $76,397
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 3,826 3,826
NET INCOME AVAILABLE FOR COMMON
STOCK $80,227 $4 $80,223
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT FEBRUARY 1, 1993 344,069 344,069
424,296 4 424,292
DIVIDENDS ON COMMON STOCK 55,114 55,114
BALANCE AT JANUARY 31, 1994 $369,182 $4 $369,178
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $2.13
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES $0.10
NET INCOME AVAILABLE FOR COMMON
STOCK $2.23
WEIGHTED AVG. COMMON SHARES
OUTSTANDING 35,915,221
SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 3
<CAPTION>
NATIONAL FUEL GAS COMPANY
PRO FORMA ADJUSTING JOURNAL ENTRIES
AS OF JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
<S> <C> <C>
(a)
FEES & EXPENSES $4
CASH $4
To record the estimated expenses associated with the
merger of Empire into Seneca.
<PAGE>
PAGE 4
<CAPTION>
NATIONAL FUEL GAS COMPANY
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas
Company's September 30, 1993 Form 10-K are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of National Fuel Gas
Company's December 31, 1993 Form 10-Q are incorporated herein by reference.
3) Analysis of Investments in Associated Companies at January 31, 1994 (thousands of dollars):
Par or Earnings Total Investment Stated Value
Reinvested in Unremitted in Associated
of Paid the Business Earnings Companies Subsidiary in at
Since at
Stock Capital Acquisition Acquisition Equity
<S> <C> <C> <C> <C> <C>
Registrant:
Distribution Corporation $59,171 $121,668 $4,636 $168,318 $353,793
Supply Corporation 25,345 6,562 2,453 123,737 158,097
Penn-York 29,332 2,911 32,243
Seneca Resources 500 92,245 6 (24,644) 68,107 Leidy
Hub 4 1,038 (468) 574 Empire
Exploration 15 11,714 4,216 15,945 Highland
5 445 3,301 3,751
UCI 1 5,959 (1,660) 4,300
Data-Track 1 499 81 581
National Fuel Resources 10 3,490 1,474 4,974
Consolidating Adjustment 15,892 15,892
114,384 243,620 7,095 293,158 658,257 Supply Corporation:
Empire Exploration 61 61
$114,384 $243,681 $7,095 $293,158 $658,318
<PAGE>
PAGE 5
<CAPTION>
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED BALANCE SHEET
AS OF JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Empire Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT $87,256 ($87,256)(a) $0
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 34,045 34,045 (a) 0
53,211 (53,211) 0
CURRENT ASSETS 3,231 (3,231)(a) 0
OTHER ASSETS 610 (610)(a) 0
$57,052 ($57,052) $0
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $15 $15 (a) $0
PAID IN CAPITAL 11,775 11,775 (a) 0
EARNINGS REINVESTED IN THE
BUSINESS 4,216 4,216 (a) 0
16,006 16,006 0
LONG-TERM DEBT, NET OF
CURRENT PORTION 0 0
TOTAL CAPITALIZATION 16,006 16,006 0
CURRENT LIABILITIES 27,030 27,030 (a) 0
OTHER LIABILITIES 14,016 14,016 (a) 0
$57,052 $57,052 $0
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 6
<CAPTION>
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Empire Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
OPERATING REVENUES $8,807 $8,807 (b) $0
OPERATING EXPENSES:
PURCHASED GAS 733 (733)(b) 0
OPERATION EXPENSE 2,637 (2,637)(b) 0
MAINTENANCE 0 0
PROPERTY, FRANCHISE &
OTHER TAXES 300 (300)(b) 0
DEPRECIATION, DEPLETION &
AMORTIZATION 3,243 (3,243)(b) 0
INCOME TAXES - NET 366 (366)(b) 0
7,279 (7,279) 0
OPERATING INCOME 1,528 1,528 0
OTHER INCOME (1) (1)(b) 0
INCOME BEFORE INTEREST CHARGES 1,527 1,527 0
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 0 0
OTHER INTEREST 556 (556)(b) 0
556 (556) 0
INCOME BEFORE CUMULATIVE EFFECT $971 $971 $0
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 1,266 1,266 (b) 0
NET INCOME AVAILABLE FOR COMMON
STOCK $2,237 $2,237 $0
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT FEBRUARY 1, 1993 1,979 4,216 (a) 0
(2,237)(b)
4,216 6,453 0
DIVIDENDS ON COMMON STOCK 0 0
BALANCE AT JANUARY 31, 1994 $4,216 $6,453 $0
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 7
<CAPTION>
EMPIRE EXPLORATION, INC.
PRO FORMA ADJUSTING ENTRIES
AS OF JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
<S> <C> <C>
(a)
COMMON STOCK $15
PAID IN CAPITAL $11,775
EARNINGS REINVESTED IN THE BUSINESS $4,216
CURRENT LIABILITIES $27,030
OTHER LIABILITIES $14,016
ACCUMULATED DEPR., DEPLETION & AMORTIZATION $34,045
PROPERTY, PLANT & EQUIPMENT $87,256
CURRENT ASSETS $3,231
OTHER ASSETS $610
To eliminate the balance sheet accounts of Empire as they
will be merged into Seneca.
(b)
OPERATING REVENUES $8,807
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES $1,266
PURCHASED GAS $733
OPERATION EXPENSE $2,637
PROPERTY, FRANCHISE & OTHER TAXES $300
DEPRECIATION, DEPLETION & AMORTIZATION $3,243
INCOME TAXES - NET $366
OTHER INCOME $1
INTEREST CHARGES $556
NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,237
To eliminate the income statement accounts of Empire for the 12
months ending January 31, 1994 as they will be merged into Seneca.
<PAGE>
PAGE 8
<NOTE>
EMPIRE EXPLORATION, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88
of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated
herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of
National Fuel Gas Company's December 31, 1993 Form 10-Q are incorporated herein
by reference.
<\NOTE>
<PAGE>
PAGE 9
<CAPTION>
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
AS OF JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Seneca Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT $336,369 $87,256 (a) $423,625
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 123,624 (34,045)(a) 130,107
28,785 (d)
(530)(e)
(693)(f)
212,745 80,773 293,518
CURRENT ASSETS 14,576 3,231 (a) 17,803
(4)(c)
OTHER ASSETS 1,318 610 (a) 1,928
$228,639 $84,610 $313,249
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $500 $500
PAID IN CAPITAL 92,245 (11,790)(a) 104,035
EARNINGS REINVESTED IN THE
BUSINESS (24,638) (4,216)(a) (6,221)
4 (c)
(17,060)(d)
(910)(d)
2,650 (d)
530 (e)
(183)(e)
768 (f)
68,107 (30,207) 98,314
LONG-TERM DEBT, NET OF
CURRENT PORTION 80,000 80,000
TOTAL CAPITALIZATION 148,107 (30,207) 178,314
CURRENT LIABILITIES 44,216 (27,030)(a 71,246
OTHER LIABILITIES 36,316 (14,016)(a 63,689
(13,465)(d)
183 (e)
(75)(f)
$228,639 ($84,610) $313,249
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 10
<CAPTION>
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Seneca Dr. (Cr.) Pro Forma
<S> <C> <C> <C>
OPERATING REVENUES $46,328 ($8,807)(b) $55,135
OPERATING EXPENSES:
PURCHASED GAS 0 733 (b) 733
OPERATION EXPENSE 13,949 2,637 (b) 16,590
4 (c)
MAINTENANCE 8 8
PROPERTY, FRANCHISE &
OTHER TAXES 1,627 300 (b) 1,927
DEPRECIATION, DEPLETION &
AMORTIZATION 17,913 3,243 (b) 24,336
2,650 (d)
530 (e)
INCOME TAXES - NET (1,207) 366 (b) (1,934)
(910)(d)
(183)(e)
32,290 9,370 41,660
OPERATING INCOME 14,038 563 13,475
OTHER INCOME 88 1 (b) 87
INCOME BEFORE INTEREST CHARGES 14,126 564 13,562
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 5,351 5,351
OTHER INTEREST 271 556 (b) 827
5,622 556 6,178
INCOME BEFORE CUMULATIVE EFFECT $8,504 $1,120 $7,384
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 2,600 (1,266)(b) 3,866
NET INCOME AVAILABLE FOR COMMON
STOCK $11,104 ($146) $11,250
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT FEBRUARY 1, 1993 (35,742) (4,216)(a) (17,471)
2,237 (b)
(17,060)(d)
768 (f)
(24,638) (18,417) (6,221)
DIVIDENDS ON COMMON STOCK 0 0
BALANCE AT JANUARY 31, 1994 ($24,638) ($18,417) ($6,221)
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
<PAGE>
PAGE 11
<CAPTION>
SENECA RESOURCES CORPORATION
PRO FORMA ADJUSTING ENTRIES
AS OF JANUARY 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
<S> <C> <C>
(a)
PROPERTY, PLANT & EQUIPMENT $87,256
CURRENT ASSETS $3,231
OTHER ASSETS $610
ACCUMULATED DEPR, DEPLET & AMORTIZATION $34,045
CURRENT LIABILITIES $27,030
OTHER LIABILITIES $14,016
PAID IN CAPITAL $11,790
EARNINGS REINVESTED IN THE BUSINESS $4,216
To merge the assets, liabilities and capital of Empire into Seneca.
(b)
PURCHASED GAS $733
OPERATION EXPENSE $2,637
PROPERTY, FRANCHISE & OTHER TAXES $300
DEPRECIATION, DEPLETION & AMORTIZATION $3,243
INCOME TAXES - NET $366
OTHER INCOME $1
INTEREST CHARGES $556
NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,237
OPERATING REVENUES $8,807
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES $1,266
To merge the income statement of Empire into Seneca.
(c)
FEES & EXPENSES $4
CASH $4
To record the estimated expenses associated with the
merger of Empire into Seneca.
(d)
ACCUMULATED DEPRECIATION, DEPLETION & AMORTIZATION $28,785
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $2,650
EARNINGS REINVESTED IN THE BUSINESS $17,060
ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities) $13,465
DEFERRED INCOME TAX EXPENSE $910
To eliminate the full cost write down for Seneca and Empire. Since all
exploration and production has been consolidated into Seneca, the full cost
pool on a consolidated basis does not exceed the ceiling limit. Note that this
adjustment is for the twelve months ended 12/31/93 as the write down
is performed quarterly. There would be no material difference for the
twelve months ended 1/31/94.
(e)
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $530
ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilit $183
ACC. DEPRECIATION, DEPLETION & AMORTIZATION $530
DEFERRED INCOME TAX EXPENSE $183
To record the current year consolidated DD & A adjustment on Seneca's
books since all exploration and production activity has been
merged into Seneca.
(f)
EARNINGS REINVESTED IN THE BUSINESS $768
ACC. DEF. INCOME TAX LIABILITY (Other Liabilities) $75
ACC. DEPRECIATION, DEPLETION & AMORTIZATION $693
To record the prior year's impact of the consolidated DD & A
adjustment on Seneca's books since all exploration and production
activity has been merged into Seneca.
<PAGE>
PAGE 12
<NOTE>
SENECA RESOURCES CORPORATION
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to 88
of National Fuel Gas Company's September 30, 1993 Form 10-K are incorporated
herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 7 to 14 of
National Fuel Gas Company's December 31, 1993 Form 10-Q are incorporated herein
by reference.
<\NOTE>
</TABLE>
