File No. 70-8417
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO
FORM U-1
APPLICATION OR DECLARATION
under
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________________________
National Fuel Gas Company Leidy Hub, Inc.
30 Rockefeller Plaza 10 Lafayette Square
New York, NY 10112 Buffalo, NY 14203
(Name of company filing this statement
and address of principal executive offices)
____________________________________________________________
NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
____________________________________________________________
Walter E. DeForest, Bernard J. Kennedy,
President President
Leidy Hub, Inc. National Fuel Gas Company
10 Lafayette Square 30 Rockefeller Plaza
Buffalo, NY 14203 New York, NY 10112
(Names and addresses of agents for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Paul N. Edwards, Esq.
Phillips, Lytle, Hitchcock,
Blaine & Huber
3400 Marine Midland Center
Buffalo, NY 14203
Item 1 is hereby amended to add the following information
under the heading "The Hub":
Natural Gas Clearinghouse is a Colorado general
partnership. Neither Natural Gas Clearinghouse, nor any of
the partners who own Natural Clearinghouse, are affiliates
of National. Hub Services is a Delaware corporation which
is wholly owned by Natural Gas Clearinghouse, and which is
not affiliated with National or its subsidiaries other than
through the commitments made by the parties in the
Pre-Partnership Agreement (Exhibit A-6).
The Partnership expects to offer services to various
participants in the natural gas industry and to affiliates.
Rule 16 exempts the Partnership from the obligations, duties
and liabilities which would otherwise be imposed upon the
Partnership by the Act (for example, the Section 13
restrictions on providing services to associate companies).
Any services which Supply provides to the Partnership
would be in the normal course of business, governed by the
terms of Supply's FERC Gas Tariff and the Natural Gas Act,
which bar Supply from granting any undue preference or
advantage to its affiliates.
Any transportation services which Distribution might
provide to the Partnership would be in the normal course of
business, in accordance with Distribution's state tariffs
and applicable state laws, regulations and orders. Any
release or assignment of interstate pipeline storage or
transportation capacity by Distribution to the Partnership,
or vice versa, would be in accordance with any FERC or state
tariffs, regulations or orders applicable to such releases
and assignments. Any transactions in which Distribution
pays money to the Partnership for services or gas would be
subject to scrutiny by Distribution's state regulatory
commissions (and the public) in the context of examining
Distribution's gas costs for rate purposes.
Any sales of gas between the Partnership and any of
National's subsidiaries would be at negotiated prices. Any
such sales or purchases involving aggregate consideration or
fair market value in excess of $50,000 must be unanimously
approved by both partners' representatives on the Executive
Committee [See Exhibit A-7, Section 2.2(b)(vii)].
Regarding the possibility mentioned in this
Application that the Partnership might "operate an
electronic bulletin board to facilitate title transfer
transactions and other services that may be offered by the
Partnership", the Partnership does not intend to establish
any such electronic bulletin board as a separate line of
business. The purpose of establishing the Partnership's
electronic bulletin board would be make it as easy as
possible for a customer of the Partnership to (i) access
current information on the availability of gas and/or
Partnership services at the Hub, (ii) request services
(including title transfer services) from the Partnership,
and (iii) receive binding confirmation from the Partnership
of individual transactions involving the Partnership and the
customer.
Item 1 is hereby amended to add the following information
under the heading "Partnership Agreement":
Any further acquisition by LHI of an additional
ownership interest in the Partnership would be subject to
receipt of further approval from the Commission.
Item 1 is hereby amended to add the following information
under the heading "ANALYSIS", subheading "Satisfaction of
the Requirements of Section 10(b) and 10(c)", in place of
the initial application's discussion of Section 10(b)(2):
Section 10(b)(2) - As discussed above, the proposed
activities of LHI and the Partnership do not involve the
acquisition of utility assets or an interest in a gas
utility company. To the extent LHI's acquisition of an
interest in the Partnership is thought to be a "security",
the Applicants submit that the consideration to be given in
connection with the proposed acquisition is reasonable and
that the Commission should not deny this Application based
on the requirements appearing in Section 10(b)(2) of the Act.
Item 3 is hereby amended to provide as follows:
Sections 9(a), 10, 11(b), 12(b), 13(b) of the Act and
Rules 16, 23, 24 and 45 of the Act and the Gas Related
Activities Act of 1990 are all considered applicable to the
proposed transactions.
The applicability of each of the sections and rules to
each of the proposed transactions are set out as follows:
PROPOSED TRANSACTION APPLICABLE PROVISION OF THE ACT
____________________ _______________________________
LHI's investment Section 9(a), 10, 11(b) and the
in the Partnership Gas Related Activities Act
Guarantee by National Section 12(b)
of obligations of LHI Rules 23, 24 and 45
Transactions after Section 13(b)
formation of the Rule 16
Partnership
To the extent that the proposed transactions are
considered by the Commission to require authorization,
approval or exemption under any section of the Act or
provision of the rules and regulations other than those
specifically referred to herein, request for such
authorization, approval or exemption is hereby made.
NATIONAL FUEL GAS COMPANY LEIDY HUB, INC.
By: /s/ R. M. DiValerio By: /s/ W. E. DeForest
R. M. DiValerio W. E. DeForest
Secretary President
July 28, 1994
