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FILE NO. 70-8297
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO APPLICATION - DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Names of companies filing this statement and addresses of principal
executive offices:
National Fuel Gas Company National Fuel Gas
30 Rockefeller Plaza, Suite 4545 Distribution Corporation
New York, New York 10112 10 Lafayette Square
Buffalo, New York 14203
National Fuel Gas
Supply Corporation Empire Exploration, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Penn-York Energy Corporation Seneca Resources Corporation
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York l4203
Utility Constructors, Inc. Highland Land & Minerals, Inc.
East Erie Extension 10 Lafayette Square
Linesville, Pennsylvania 16424 Buffalo, New York 14203
Leidy Hub, Inc. Data-Track Account Services, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York l4203
National Fuel Resources, Inc.
10 Lafayette Square
Buffalo, New York l4203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
B. J. Kennedy, President P. C. Ackerman
National Fuel Gas Company Senior Vice President
30 Rockefeller Plaza, Suite 4545 National Fuel Gas Company
New York, New York 10112 10 Lafayette Square
Buffalo, New York 14203
R. M. DiValerio, Secretary
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
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Item 1. Description of Proposed Transactions
National Fuel Gas Company ("National") is a public utility
holding company registered under the Public Utility Holding Company
Act of 1935, as amended. Utility Constructors, Inc. ("UCI") is a
wholly-owned subsidiary of National, and a "Participating Subsidiary"
in the National Fuel Gas System Money Pool ("System Money Pool").
By Notice in this proceeding dated November 12, 1993 (HCAR
No. 35-25925), the Securities and Exchange Commission ("Commission")
described, inter alia, UCI's request to borrow up to $15,000,000 from
the System Money Pool through December 31, 1995.
By Order in this proceeding dated December 29, 1993 (HCAR
No. 35-25964), the Commission authorized UCI to borrow up to
$8,000,000 from the System Money Pool through June 30, 1994.
Applicant-Declarants requested the Commission to reserve jurisdiction
over all borrowings by UCI from the System Money Pool from July 1,
1994 through December 30, 1995, the period covered by HCAR No.
35-25964.
Pending completion of the record, Applicant-Declarants
request that the Commission take the following action with respect to
UCI's $15,000,000 borrowing request: 1) release jurisdiction over
$13,000,000 of borrowings by UCI from the System Money Pool through
December 31, 1994, 2) reserve jurisdiction over $2,000,000 of
borrowings by UCI from the System Money Pool from July 1, 1994
through December 30, 1994, and 3) reserve jurisdiction over all
borrowings of UCI from the System Money Pool from January 1, 1995
through December 31, 1995.
Upstream pipeline suppliers have increased the number of
construction projects to a level higher than that originally
projected by UCI. Specifically, CNG Transmission has requested UCI
to participate in the bidding for two large-diameter pipeline
projects in Pennsylvania and West Virginia, which projects are
expected to increase the natural gas deliverability to the service
territories of the National Fuel Gas System. Currently, UCI has
outstanding, or is anticipating submitting, bids (as yet unaccepted)
totalling approximately $14,000,000 for pipeline projects of CNG
Transmission, Tennessee Gas Pipeline and Texas Eastern Transmission,
in New York, Pennsylvania and West Virginia. UCI has current
contracts with certain of its affiliates for approximately $2,000,000
of construction projects in New York and Pennsylvania.
In addition to those pipeline projects which are already in
the bidding phase, Texas Eastern Transmission has announced pipeline
upgrade projects in Ohio and Pennsylvania with an estimated cost of
over $80,000,000 (FERC Docket CP94-5). Tennessee Gas Pipeline has
also announced plans to provide additional capacity to the Northeast.
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It is possible that certain of these jobs may be undertaken on a
turnkey basis whereby UCI may agree to undertake substantial
pre-construction regulatory, environmental, engineering design and
surveying work on a project before actual construction commences.
These and similar pipeline construction jobs that are expected to
become available during the next six months will require UCI to
finance a larger inventory of construction materials and contract
receivables prior to and during the construction period. Revised
cash flow statements for UCI are submitted herewith as Exhibit S-4.
This requested release of jurisdiction will allow UCI to undertake
large-diameter pipeline jobs for pipelines servicing the System's
service territories during the most active portion of the pipeline
construction season.
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, 9(a), 9(c), 12(b) and 12(f) of the Act and
Rules 23, 24, 40(a), 42(b)(2), 43, and 45 are 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 Provisions
Issuance of short-term Sec. 6(a)(1)
notes by Participating Sec. 7
Subsidiaries to Money Pool. Rule 43
Short-term investment of Sec. 12(b), 12(f)
excess funds by Rule 45
Participating Subsidiaries
in Money Pool.
Short-term investment of Sec. 9(a), 9(c)
excess funds by Rule 40(a)
Participating Subsidiaries
in other securities.
Repayment of borrowed Rule 42(b)(2)
funds by Participating
Subsidiaries to Money Pool.
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 or regulations
other than those specifically set forth herein, request for such
authorization, approval or exemption is hereby made.
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Item 5. Procedure
The Commission is requested to issue an Order permitting this
Post-Effective Amendment to become effective on or before June 30,
1994 so that working capital may be made available to UCI to continue
its pipeline construction operations.
Item 6. Exhibits and Financial Statements
The following financial statement is filed as part of this
post-effective amendment no. 1:
(a) Financial Statements:
S-4 Revised pages 9 and 10 of Projected Cash Flow
Statements showing revised projections of cash flows for UCI.
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.
Dated: June 24, 1994
NATIONAL FUEL GAS COMPANY
By /s/ Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/ Gerald T. Wehrlin
Gerald T. Wehrlin
Controller
NATIONAL FUEL GAS SUPPLY CORPORATION
By /s/ Richard M. DiValerio
Richard M. DiValerio
Secretary
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PENN-YORK ENERGY CORPORATION
By /s/ Richard M. DiValerio
Richard M. DiValerio
Vice President
SENECA RESOURCES CORPORATION
By /s/ Gerald T. Wehrlin
Gerald T. Wehrlin
Controller
EMPIRE EXPLORATION, INC.
By /s/ Philip C. Ackerman
Philip C. Ackerman
President
UTILITY CONSTRUCTORS, INC.
By /s/ David F. Smith
David F. Smith
Secretary
HIGHLAND LAND & MINERALS, INC.
By /s/ Philip C. Ackerman
Philip C. Ackerman
President
LEIDY HUB, INC.
By /s/ Richard M. DiValerio
Richard M. DiValerio
Secretary
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DATA-TRACK ACCOUNT SERVICES, INC.
By /s/ Philip C. Ackerman
Philip C. Ackerman
President
NATIONAL FUEL RESOURCES, INC.
By /s/ David F. Smith
David F. Smith
President
<TABLE>
<CAPTION>
UTILITY CONSTRUCTORS, INC. FILE NO. 70-8297
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-4
CALENDAR YEARS (1994-1995) PAGE 9 OF 16
$000 OMITTED (REVISED 6/94)
CALENDAR YEAR 1994
Jan-94 Feb-94 Mar-94 Apr-94 May-94 Jun-94
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($110) 138 ($123) ($160) ($171) $279
CHANGES IN WORKING CAPITAL 210 (337) (154) 393 (326) (472)
NET CASH PROVIDED BY OPERATIONS 100 (199) (31) 233 (497) (193)
CONSTRUCTION AND CAPITAL EXPENDITURES 0 (1) (31) (33) (103) (207)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (100) 200 0 (200) 600 400
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (100) 200 0 (200) 600 400
SHORT TERM DEBT BALANCE $5,400 $5,600 $5,600 $5,400 $6,000 $6,400
<PAGE>
<CAPTION>
UTILITY CONSTRUCTORS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1994-1995)
$000 OMITTED
CALENDAR YEAR 1994
Jul-94 Aug-94 Sep-94 Oct-94 Nov-94 Dec-94 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $351 $390 $391 $346 $200 $74 $1,605
CHANGES IN WORKING CAPITAL (2,743) (683) (1,183) (2,142) 1,004 1,608 (4,517)
NET CASH PROVIDED BY OPERATIONS (2,392) (293) (792) (1,796) 1,204 (1,682) (2,912)
CONSTRUCTION AND CAPITAL EXPENDITURES (208) (207) (208) (204) (204) (182) (1,588)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 2,600 500 1,000 2,000 (1,000) (1,500) 4,500
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 2,600 500 1,000 2,000 (1,000) (1,500) 4,500
SHORT TERM DEBT BALANCE $9,000 $9,500 $10,500 $12,500 $11,500 $10,000
<PAGE>
<CAPTION>
UTILITY CONSTRUCTORS, INC. FILE NO. 70-8297
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-4
CALENDAR YEARS (1994-1995) PAGE 10 OF 16
$000 OMITTED (REVISED 6/94)
CALENDAR YEAR 1995
Jan-95 Feb-95 Mar-95 Apr-95 May-95 Jun-95
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $43 $31 $79 $7 $115 $246
CHANGES IN WORKING CAPITAL 2,622 1,913 (322) 125 (36) (213)
NET CASH PROVIDED BY OPERATIONS 2,665 1,944 (243) 132 79 33
CONSTRUCTION AND CAPITAL EXPENDITURES (99) (98) (99) (120) (120) (123)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (2,566) (1,846) 342 (12) 41 90
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (2,566) (1,846) 342 (12) 41 90
SHORT TERM DEBT BALANCE $7,434 $5,588 $5,930 $5,918 $5,959 $6,049
<PAGE>
<CAPTION>
UTILITY CONSTRUCTORS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1994-1995)
$000 OMITTED
CALENDAR YEAR 1995
Jul-95 Aug-95 Sep-95 Oct-95 Nov-95 Dec-95 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $309 $346 $347 $213 $59 ($53) $1,742
CHANGES IN WORKING CAPITAL (576) ($26) 108 1,266 864 249 5,974
NET CASH PROVIDED BY OPERATIONS (267) 320 455 1,479 923 196 7,716
CONSTRUCTION AND CAPITAL EXPENDITURES (124) (123) (124) (120) (120) (98) (1,368)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 391 (197) (331) (1,359) (803) (98) (6,348)
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 391 (197) (331) (1,359) (803) (98) (6,348)
SHORT TERM DEBT BALANCE $6,440 $6,243 $5,912 $4,553 $3,750 $3,652
</TABLE>
