<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM U5S
ANNUAL REPORT
For the Fiscal Year Ended September 30, 1993
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
NATIONAL FUEL GAS COMPANY
30 Rockefeller Plaza, New York, N. Y. 10112
<PAGE 2>
NATIONAL FUEL GAS COMPANY
FORM U5S - ANNUAL REPORT
For the Fiscal Year Ended September 30, 1993
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
SEPTEMBER 30, 1993 3
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 6
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF
SYSTEM SECURITIES 6
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM
SECURITIES 7
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 9
ITEM 6. OFFICERS AND DIRECTORS
Part I. Names, principal business address and
positions held as of September 30, 1993 11
Part II. Financial connections as of September 30, 1993 13
Part III. Compensation and other related information 13
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 17
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and services
(1) Salaries of officers of the Registrant 18
(2) Services rendered by Statutory Subsidiaries 19
(3) Services rendered by Registrant 27
Part II. Contracts to purchase services or goods
between any System company and any affiliate 28
Part III. Employment of any person by any System
company for the performance on a continuing
basis of management services 28
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements (Index) 29
Exhibits 43
SIGNATURE 48
<PAGE 3>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1993
Number of Common Percent of Issuer Owner's
Name of Company Shares Owned Voting Power Book Value Book Value
Registrant: (Thousands of Dollars)
National Fuel Gas Company
(Parent, Company or Registrant) - - - -
Statutory Subsidiaries:
National Fuel Gas Distribution
Corporation (Distribution
Corporation) 2,000 100% $359,681 $359,681
Unsecured Debt (Note 1) - - $370,017 $370,017
National Fuel Gas Supply Corporation
(Supply Corporation) 1,013,802 100% $151,015 $151,015
Unsecured Debt (Note 1) - - $194,565 $194,565
Penn-York Energy Corporation
(Penn-York) 200 100% $ 31,759 $ 31,759
Unsecured Debt (Note 1) - - $ 36,100 $ 36,100
Seneca Resources Corporation
(Seneca Resources) 100,000 100% $ 63,782 $ 63,782
Unsecured Debt (Note 1) - - $112,400 $112,400
Empire Exploration, Inc.
(Empire Exploration) (Note 2) 1,500 100% $ 14,142 $ 14,142
Unsecured Debt (Note 1) - - $ 14,100 $ 14,100
Empire Exploration Company
(Note 2) $ 449,200 N/A $ 449 $ 449
Empire 1983 Drilling
Program (Note 2) $ 449,200 N/A $ 449 $ 449
Empire 1983 Joint Venture
(Note 2) $ 970,150 N/A $ 970 $ 970
Highland Land & Minerals, Inc.
(Highland) 4,500 100% $ 3,510 $ 3,510
Utility Constructors, Inc. (UCI) 1,000 100% $ 4,893 $ 4,893
Unsecured Debt (Note 1) - - $ 7,200 $ 7,200
Data-Track Account Services, Inc.
(Data-Track) 1,000 100% $ 578 $ 578
Enerop Corporation (Enerop) (Note 3) 4,000 100% $ 562 $ 562
Unsecured Debt (Note 1) - - $ 300 $ 300
National Fuel Resources, Inc. (NFR) 10,000 100% $ 4,434 $ 4,434
Notes (1) - (3) appear on page 4.
<PAGE 4>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1993
(Continued)
Notes:
(1) Unsecured debt is presented on page 5.
(2) In December 1983, Empire Exploration, Inc. established a drilling fund
through a series of limited partnerships in which it acts as general
partner (See File No. 70-6909). Empire Exploration, Inc. made a cash
investment of $449,200 in Empire Exploration Company, a limited
partnership. Empire Exploration Company paid such cash investment of
$449,200 plus other sums to, and various limited partners made cash
investments in, the Empire 1983 Drilling Program, another limited
partnership. Empire 1983 Drilling Program made a cash investment in Empire
1983 Joint Venture, of $9,903,990 (of which $449,200 represents the Empire
Exploration, Inc. indirect investment), and Empire Exploration, Inc.
invested an additional $520,950 in Empire 1983 Joint Venture. Thus, Empire
Exploration, Inc.'s aggregate investment in all three limited partnerships
amounts to $970,150 which is included in Empire's Paid In Capital of
$11,775,000.
None of the three limited partnerships has issued common stock; the numbers
listed with respect thereto under the first column represent dollars.
(3) Effective December 29, 1993, the name of Enerop Corporation was changed to
Leidy Hub, Inc.
<PAGE 5>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 1993
(Concluded)
Note (1) Unsecured Debt
Principal Issuer Owner's
Name of Company Amount Book Book
(Issuer) Security Owned by Registrant Owed Value Value
(Thousands of Dollars)
Distribution
Corporation Intercompany Notes:
6.24% Due May 1, 1995 $ 20,000 $ 20,000 $ 20,000
6.21% Due May 1, 1995 23,000 23,000 23,000
9.45% Due June 8, 1995 20,000 20,000 20,000
6.23% Due June 23, 1995 1,000 1,000 1,000
9.03% Due December 18, 1995 8,000 8,000 8,000
9.00% Due December 18, 1995 9,000 9,000 9,000
9.03% Due December 20, 1995 13,000 13,000 13,000
6.54% Due November 5, 1997 7,000 7,000 7,000
6.71% Due February 4, 2000 50,000 50,000 50,000
7.99% Due February 1, 2004 100,000 100,000 100,000
9.54% Due July 1, 2019 19,917 19,917 19,917
7.46% Due March 30, 2023 49,000 49,000 49,000
3.2908% System Money Pool* 50,100 50,100 50,100
370,017 370,017 370,017
Supply
Corporation Intercompany Notes:
9.03% Due December 18, 1995 17,500 17,500 17,500
9.00% Due December 18, 1995 11,000 11,000 11,000
6.54% Due November 5, 1997 15,000 15,000 15,000
7.99% Due February 1, 2004 25,000 25,000 25,000
8.44% Due November 10, 2012 50,965 50,965 50,965
3.2908% System Money Pool* 75,100 75,100 75,100
194,565 194,565 194,565
Penn-York Intercompany Notes:
6.54% Due November 5, 1997 10,000 10,000 10,000
3.2908% System Money Pool* 26,100 26,100 26,100
36,100 36,100 36,100
Seneca
Resources Intercompany Note:
6.21% Due May 1, 1995 32,000 32,000 32,000
4.66% Due September 9, 1996 30,000 30,000 30,000
6.54% Due November 5, 1997 18,000 18,000 18,000
3.2908% System Money Pool* 32,400 32,400 32,400
112,400 112,400 112,400
Empire
Exploration 3.2908% System Money Pool* 14,100 14,100 14,100
UCI 3.2908% System Money Pool* 7,200 7,200 7,200
Enerop 3.2908% System Money Pool* 300 300 300
$734,682 $734,682 $734,682
*Interest rate represents weighted average of all short-term securities
outstanding at September 30, 1993, pursuant to System money pool arrangement,
S.E.C. File No. 70-7177 (Release Nos. 23958 and 24435).
<PAGE 6>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None during fiscal year ended September 30, 1993.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
One Outer Continental Shelf Mineral Lessee's and Operator's bond executed
by Seneca Resources, as principal, and Aetna Casualty and Surety Company, as
surety, was outstanding during the year. This bond was in favor of the United
States of America and is required as security regarding Seneca Resources'
possible liabilities resulting from its operations under the Outer Continental
Shelf Lands Act. It is a blanket bond in the sum of $3,000,000. The blanket
bond extends to January 25, 1995. Seneca Resources paid a fee of $30,000 to
Aetna for acting as surety of this bond. This transaction is exempt pursuant
to Rule 45(b)(6) under the Public Utility Holding Company Act of 1935.
<TABLE>
<PAGE 7>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
FISCAL YEAR ENDED SEPTEMBER 30, 1993
Name of Company Number of Shares or
Acquiring, Redeeming Principal Amount Commission
Name of Issuer and Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
(Thousands of Dollars)
Registered Holding Company:
<S> <C> <C> <C> <C> <C>
Registrant:
9-5/8% Debentures
Due September 1, 1998 Registrant $50,000 $ 50,965 Rule 42 (b)(2)
9-5/8% Debentures
Due February 1, 2018 Registrant 50,000 53,515 Rule 42 (b)(2)
9-1/2% Debentures
Due July 1, 2019 Registrant 80,083 86,224 Rule 42 (b)(2)
Distribution Corporation:
6.54% Note maturing
November 5, 1997 Registrant $ 7,000 7,000 File No. 70-7866
File No. 70-7927
6.71% Note maturing
February 4, 2000 Registrant 50,000 50,000 File No. 70-7866
File No. 70-7927
7.46% Note maturing
March 30, 2023 Registrant 49,000 49,000 File No. 70-7866
File No. 70-7927
Supply Corporation:
6.54% Note maturing
November 5, 1997 Registrant 15,000 15,000 File No. 70-7866
File No. 70-7927
8.44% Note maturing
November 10, 2012 Registrant 50,965 50,965 File No. 70-7943
Seneca Resources Corporation:
4.66% Note maturing
September 9, 1996 Registrant 30,000 30,000 File No. 70-8143
6.54% Note maturing
November 5, 1997 Registrant 18,000 18,000 File No. 70-7866
File No. 70-7927
Penn-York:
6.54% Note maturing
November 5, 1997 Registrant 10,000 10,000 File No. 70-7866
File No. 70-7927
$420,669
<PAGE 8>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
FISCAL YEAR ENDED SEPTEMBER 30, 1993 (Concluded)
Name of Company Number of Shares or
Acquiring, Redeeming Principal Amount Commission
Name of Issuer and Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Subsidiaries of Registered Holding
Company:
Distribution Corporation:
9.54% Note Due July 1, 2019 Distribution Corp. $ 80,083 $ 86,224 Rule 42 (b)(2)
Supply Corporation:
9.73% Note Due September 1, 1998 Supply Corp. 50,000 $ 50,965 Rule 42 (b)(2)
9.73% Note Due February 1, 2018 Supply Corp. 28,000 29,968 Rule 42 (b)(2)
$ 80,933
Penn-York:
9.73% Note Due February 1, 2018 Penn-York 22,000 $ 23,547 Rule 42 (b)(2)
NFR:
Citizen's National Gas Company
Partnership NFR 1,500,000* $1,500,000
*NFR sold their interest in the partnership to Western Gas Resources, Inc. effective July 1, 1993.
</TABLE>
<PAGE 9>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Number of Aggregate
1. Name of Owner Persons Business of Persons Investment
Distribution Corporation Two Municipalities and $ 1,088
Civic Organizations
Supply Corporation One Purchase of natural $ 81
gas and other
petroleum products
Name and
Business Description Owner's
2. Name of Owner of Issuer of Securities Book Value
Enerop Metscan, Inc. 400,000 shares $447,439
A developer of of common stock
an electronic (7.31% voting
gas meter read- power)
ing device.
56,500 shares of $120,154
preferred stock
(non-voting,
convertible one-
for-one into
common stock
through July 1995)
<PAGE 10>
THIS PAGE LEFT BLANK INTENTIONALLY
<TABLE>
<PAGE 11>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS
Part I. Names, principal business address and positions held as of September 30, 1993
Names of System Companies with Which Connected
National Fuel National Fuel Penn-York
Gas Distribution Gas Supply Energy
Registrant Corp. Corp. Corp.
<S> <C> <C> <C> <C>
B. J. Kennedy Buffalo, NY (1)(11) D,COB,CEO,P,s D, COB, s D, COB, s D, COB, s
Sister M. Lawreace Antoun,
S.S.J Erie, PA (2) D, df - - -
J. M. Brown Buffalo, NY (1) D, df - - -
D. N. Campbell Buffalo, NY (3) D, df - - -
L. F. Kahl Niagara Falls, NY (4) D, df - - -
L. R. Reif Buffalo, NY (1) D, df - - -
L. Rochwarger Buffalo, NY (6) D, df - - -
G. H. Schofield Erie, PA (8) D, df - - -
E. T. Mann Buffalo, NY (1) D, df - - -
P. C. Ackerman Buffalo, NY (1) SVP, s D ,EVP ,s - D, P, s
J. A. Beck Santa Paula, CA (9) (14) - - - -
R. P. Borneman Buffalo, NY (1) - VP ,s s s
R. R. Davis Linesville, PA (7) - - - -
W. E. DeForest Buffalo, NY (1) - SVP, s - D
R. M. DiValerio Buffalo, NY (1) S, s - D, S, GC, s D, VP, S, s
B. H. Hale Buffalo, NY (1)(12) - D, SVP, s s s
R. Hare Buffalo, NY (1) - - D, P, s D, SVP, s
W. J. Hill Buffalo, NY (1) - D, P, s - -
S. D. Holbrook Buffalo, NY (1) - VP, s - -
R. J. Kreppel Buffalo, NY (1) - - - -
G. C. Miller Buffalo, NY (1)(10) - SVP, s - -
J. P. Pawlowski Buffalo, NY (1)(13) T, s D, SVP, T, s T, s T, s
J. R. Pustulka Buffalo, NY (1) - - VP, s s
W. A. Ross Buffalo, NY (1) - - D, VP, s s
D. J. Seeley Buffalo, NY (1) - - D, SVP, s s
D. F. Smith Buffalo, NY (1) - D, SVP, S, s - -
R. J. Tanski Buffalo, NY (1) - GC, VP, s - -
P. A. Turek Erie, PA (5) - - D, VP, s s
G. T. Wehrlin Buffalo, NY (1)(13) C, s D, SVP, C, s s C, s
R. W. Wilcox Buffalo, NY (1)(13) - VP, s s s
<FN>
Position Symbol Key
COB - Chairman of the Board of Directors df - Director's Fees
CEO - Chief Executive Officer S - Secretary
P - President C - Controller
EVP - Executive Vice President D - Director
SVP - Senior Vice President s - Salary
VP - Vice President T - Treasurer
GC - General Counsel
Notes
(1) National Fuel Gas Company, 10 Lafayette Square, Buffalo, New York 14203
(2) Villa Maria College, 2551 West Lake Road, Erie, Pennsylvania 16505
(3) Computer Task Group, Inc., 800 Delaware Avenue, Buffalo, New York 14209
(4) The Carborundum Company, 345 Third St., Niagara Falls, NY 14303
(5) National Fuel Gas, 1100 State Street, Erie, Pennsylvania 16512
(6) Rockmont Corporation, 135 Delaware Avenue, Buffalo, New York 14202
</FN>
<PAGE 12>
<CAPTION>
Seneca Empire Highland Utility Data-Track
Resources Enerop Exploration, Land & Constructors, Account National Fuel
Corp. Corp. Inc. Minerals, Inc. Inc. Services, Inc. Resources, Inc.
<C> <C> <C> <C> <C> <C> <C>
- D D, COB, s - COB, s - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
D, P, s - D, P, s D, P, s D, P, s D, P D
- - - - - - -
s - - - - - -
s - - - VP, s - -
- D, P - - - - -
- - - - - - -
s - s s s - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - VP, s
- - - - - - -
s - T, s S, T, s T, s T, s -
- - - - - - -
- - D, VP, s - - - -
- - - - - - -
D - D D D, S D, S D, P, s
- - S, s - - - S, T
- - - - - - -
D, S, T, C, s D, ST D, s D, s D, s D, s D
s - s s s s -
<FN>
(7) Utility Constructors, Inc., P. O. Box 7, Linesville, Pennsylvania 16424
(8) Zurn Industries, Inc., One Zurn Plaza, Erie, PA 16505
(9) Seneca Resources Corp., P. O. Box 630, Santa Paula, California 93060
(10) Retired effective October 1, 1993.
(11) Effective January 1, 1994, portion of salary allocated to Seneca Resources, Highland,
Data-Track and NFR.
(12) Effective January 1, 1994, portion of salary allocated to Data-Track and NFR.
(13) Effective January 1, 1994, portion of salary allocated to NFR.
(14) Effective January 1, 1994, elected Vice-President of Seneca Resources.
</FN>
</TABLE>
<PAGE 13>
Item 6. OFFICERS AND DIRECTORS (Continued)
Part II. Financial connections as of September 30, 1993:
Position Held Applicable
Name of Officer Name and Location of in Financial Exemption
or Director Financial Institution Institution Rule
D. N. Campbell Manufacturers & Traders
Trust Company,
Buffalo, New York Director 70 (a) (1)
First Empire State Corp-
oration,
Buffalo, New York Director 70 (a) (1)
B. J. Kennedy Marine Midland Bank
Buffalo, New York Director 70 (a) (1)
Part III. Compensation and other related information:
(A) Compensation of Directors and Executive Officers:
The information required by this item appears under "Directors'
Compensation," and "Executive Compensation," on page 5 and pages 7 to 20,
respectively, of National Fuel Gas Company Proxy Statement, dated January 6,
1994, included as exhibit A (4) to this Form U5S and is incorporated herein by
reference.
(B) Interest of executive officers and directors in securities of System
Companies including options or other rights to acquire securities:
The information required by this item appears under "Security
Ownership of Certain Beneficial Owners and Management," on pages 6 to 7 of
the National Fuel Gas Company Proxy Statement, dated January 6, 1994,
included as exhibit A (4) of this Form U5S and is incorporated herein by
reference.
(C) Contracts and Transactions with System Companies:
Exhibit No.
(Incorporated by Reference
as Indicated)
Executive Death Benefits Agreements dated
August 28, 1991 with Bernard J. Kennedy. 10-TT (4)
Split Dollar Death Benefits Agreement dated
April 1, 1991 with Richard Hare. EX-10.7 (5)
Executive Death Benefits Agreement dated
April 1, 1991 with William J. Hill. EX-10.8 (5)
Split Dollar Death Benefits Agreement dated
April 1, 1991 with Philip C. Ackerman. EX-10.9 (5)
<PAGE 14>
Item 6. OFFICERS AND DIRECTORS (Continued)
Part III. Compensation of Directors and Executive Officers (Continued):
(C) Contracts and Transactions with System Companies (Continued)
Exhibit No.
(Incorporated by Reference
as Indicated)
Employment Agreements, dated September 17, 1981,
with Bernard J. Kennedy. 10-J (1)
Eighth Extension to Employment Agreement with
Bernard J. Kennedy, dated September 20, 1991. 10-SS (4)
National Fuel Gas Company 1993 Award and Option
Plan, dated February 18 1993. 10.1 (7)
National Fuel Gas Company 1983 Incentive Stock
Option Plan, as amended and restated through
February 18, 1993. 10.2 (7)
National Fuel Gas Company 1984 Stock Plan, as
amended and restated through February 18, 1993. 10.3 (7)
Change in Control Agreement, dated
May 1, 1992, with Philip C. Ackerman. EX-10.4 (5)
Change in Control Agreement, dated
May 1, 1992, with Richard Hare. EX-10.5 (5)
Change in Control Agreement, dated
May 1, 1992, with William J. Hill. EX-10.6 (5)
Agreement, dated August 1, 1989, with Richard Hare. 10-Q (2)
National Fuel Gas Company Deferred Compensation
Plan, as amended and restated through June 16, 1993. 10.7 (6)
National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan, as
amended and restated May 2, 1988. 10-T (2)
Amendment to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan dated
September 13, 1993. 10.8 (6)
Amendment to National Fuel Gas Company and Participating
Subsidiaries Executive Retirement Plan dated
November 18, 1993. 10.9 (6)
Excerpt of Minutes from the National Fuel Gas Company
Board of Directors Meeting dated December 5, 1991. 10-UU (4)
Summary of Annual at Risk Compensation Incentive
Program 10.10 (6)
<PAGE 15>
Item 6. OFFICERS AND DIRECTORS (Continued)
Part III. Compensation of Directors and Executive Officers (Continued):
(C) Contracts and Transactions with System Companies (Concluded):
(Notes)
(1) Incorporated by reference from the Exhibit filed with
the Annual Report on Form 10-K for fiscal year ended
September 30, 1984.
(2) Incorporated by reference from the Exhibit filed
with the Annual Report on Form 10-K, for the
fiscal year ended September 30, 1989.
(3) Incorporated by reference from Exhibit filed
with the Annual Report on Form 10-K, for
fiscal year ended September 30, 1990.
(4) Incorporated by reference from Exhibit filed
with the Annual Report on Form 10-K, for
fiscal year ended September 30, 1991.
(5) Incorporated by reference from Exhibit filed with
the Annual Report on Form 10-K for fiscal year ended
September 30, 1992.
(6) Incorporated by reference from Exhibit filed with the
Annual Report on Form 10-K for fiscal year ended
September 30, 1993.
(7) Incorporated by reference from Exhibit filed with the
Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1993.
(D) Indebtedness to System Companies: None
(E) Participation in Bonus and Profit-Sharing Arrangements and Other
Benefits:
The information required by this item appears under "Director's
Compensation," and "Executive Compensation," on page 5 and pages 7 to 20,
respectively, of the National Fuel Gas Company Proxy Statement, dated January
6, 1994, included as exhibit A (4) to this Form U5S and is incorporated herein
by reference.
(F) Rights to Indemnity:
The information required by this item appears in Article II, Paragraph 8
of the National Fuel Gas Company By-Laws as amended through December 8, 1993.
Such By-Laws are listed as Exhibit B(1)(i) to this Form U5S and are
incorporated therein by reference as indicated.
<PAGE 16>
Item 6. OFFICERS AND DIRECTORS (Concluded)
Part III. Compensation of Directors and Executive Officers (Concluded):
The Company also purchases directors and officers liability insurance with
a primary limit of $35 million and $25 million in excess coverage, and, in
recognition of the scope of the foregoing by-law indemnification, certain other
errors and omissions and general liability insurance coverages which are
applicable to all employees as insureds, including Directors and officers.
<TABLE>
<PAGE 17>
<CAPTION>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Amount
Name of Recipient Accounts Charged Per Books Fiscal Year Ended
Name of Company or Beneficiary Purpose of Disbursing Company September 30, 1993
Tabulation showing expenditures, disbursements, or payments during the year, in money, goods or services,
directly or indirectly to or for the account of:
(1) Any political party, candidate for public office or holder of such office, or any committee or agent
therefor:
<S> <C> <C> <C> <C>
Distribution Corporation N/A *FEDPAC Misc. Income Deductions $11,057
Distribution Corporation N/A *NYPAC Misc. Income Deductions $ 8,884
Distribution Corporation N/A *PAPAC Misc. Income Deductions $ 7,963
*Company labor and expenses relating to administration of political action funds.
(2) Any citizens group or public relations counsel:
Distribution Corporation Greater Buffalo
Chamber of Commerce Civic Operation Expense $22,923
Distribution Corporation 55 Beneficiaries Civic Operation Expense $49,769
Distribution Corporation 1 Beneficiaries Civic Misc. Income Deductions $ 63
Supply Corporation 2 Beneficiaries Civic Operation Expense $ 313
Supply Corporation 1 Beneficiaries Civic Misc. Income Deductions $ 62
The information called for by instruction 2 to Item 7 was compiled, and memoranda from the applicable
System Companies were received and are preserved by the Registrant.
<PAGE 18>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and services
(1) Salaries of officers of the Registrant
NATIONAL FUEL GAS COMPANY
REPORT OF OFFICERS' SALARIES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
Distri- Empire
bution Supply Seneca Explor- Data-
Parent Corp. Corp. Penn-York Resources ation UCI Highland Track Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
B. J. Kennedy $65,714 $209,090 $250,907 $ 65,714 $ - $ 2,987 $2,987 $ - $ - $597,399
P. C. Ackerman 16,471 85,650 - 174,596 23,060 23,060 3,294 3,294 - 329,425
T. E. Burns 5,788 63,556 31,822 3,728 8,251 1,718 497 374 16 115,750
R. M. DiValerio 7,366 - 125,281 14,678 - - - - - 147,325
J. P. Pawlowski 8,863 99,198 49,654 5,824 9,645 2,680 872 488 26 177,250
G. T. Wehrlin 8,863 106,656 37,256 6,286 13,835 2,879 932 517 26 177,250
<PAGE 19>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries
DISTRIBUTION CORPORATION
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Common Expenses
Public
Relations Materials Industrial
Receiving Company Executive Purchasing Common Management Accounting Engineering
<S> <C> <C> <C> <C> <C> <C>
Supply Corporation $ 703 $218 $147 $493 $1,084 $169
Seneca Resources 169 9 6 - 67 -
Penn-York 82 26 17 89 126 -
Empire Exploration 36 2 1 - 14 -
UCI 23 1 1 - 9 -
Highland 13 1 - - 5 -
Data-Track 1 - - - - -
NFR - - - - - -
$1,027 $257 $172 $582 $1,305 $169
<CAPTION>
Clearing Accounts and Direct Charges
Data Material, Cont.
Processing Gas Risk Operations & Issues & Admin.
Receiving Company - Other Measurement Land Management Construction Transfers Clearing
<S> <C> <C> <C> <C> <C> <C> <C>
Supply Corporation $1,195 $ 6 $180 $154 $133 $544 $ 53
Seneca Resources 108 - 3 - 8 4 -
Penn-York 114 - - 16 - 4 -
Empire Exploration - - 2 - 1 - -
UCI - - - - - - -
Highland - - - - - - -
Data-Track - - - - 3 - -
NFR - - - - - - -
$1,417 $ 6 $185 $170 $145 $552 $ 53
<CAPTION>
Clearing Accounts and Direct Charges Continued
Convenience or
Facilities Industrial Accomodation
Receiving Company Valuation Management Security Engieering Payments *
<S> <C> <C> <C> <C> <C>
Supply Corporation $3 $ 96 $ - $ 1 $5,513
Seneca Resources - - - - 698
Penn-York - - - - 228
Empire Exploration - - - - 86
UCI - - - - 375
Highland - - - - 5
Data-Track - - 3 - 95
NFR - - - - 187
$3 $ 96 $ 3 $ 1 $ 7,187
* Analysis of Convenience or Accommodation Payments is presented on page 21.
<PAGE 20>
<CAPTION>
Public Affairs Data Human Government
Administration Processing Resources Legal Finance Affairs
<C> <C> <C> <C> <C> <C>
$ 73 $351 $361 $11 $1,078 $112
1 3 87 3 67 -
9 41 42 1 125 13
- 1 18 1 14 -
- - 12 - 9 -
- - 7 1 5 -
- - 1 - - -
- - - - - -
$ 83 $396 $528 $17 $1,298 $125
<CAPTION>
Messenger Revenue Government Gas Materials
Expense Legal Executive Recovery Engineering Finance Affairs Control Management
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$36 $ 2 $39 $ - $27 $ 91 $33 $ 1 $19
- - 1 - - 9 - - -
16 - 8 - 2 - - - -
3 - 28 - - 116 - - -
- - 5 - - 53 - - -
- - 3 - - - - - -
- - - 12 - - - - -
- - 1 - - - - - -
$55 $ 2 $85 $12 $29 $269 $33 $ 1 $19
<CAPTION>
Total
Services Rendered
by Statutory Subsidiaries
<C>
$12,926
1,243
959
323
488
40
115
188
$16,282
<PAGE 21>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
DISTRIBUTION CORPORATION
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Receiving Company
Supply Seneca Empire Data-
Corporation Resources Penn-York Exploration UCI Highland Track NFR Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Material $ 227 $ 29 $ 9 $ 7 $ 1 $ - $ - $181 $ 454
Rents 483 - - - - - - - 483
Transportation 12 1 - - - - 1 - 14
Utilities 266 2 6 11 5 - 41 - 331
Contractors &
Outside Services 382 12 41 - 72 - - - 507
Equipment Purchases
& Rentals 792 17 8 19 19 - 33 - 888
Employee Benefits 1,131 76 83 6 5 5 5 - 1,311
Office Expense 773 102 16 - 29 - 2 - 922
Dues & Subscriptions 412 1 1 - - - - - 414
Postage 31 - - 3 - - 12 - 46
Other Insurance 199 429 34 37 231 - - - 930
Injuries and Damages 9 5 - - 11 - - - 25
Other 789 23 30 3 1 - 1 6 853
Advertising 2 1 - - 1 - - - 4
Environmental 5 - - - - - - - 5
$5,513 $698 $228 $86 $375 $ 5 $95 $187 $7,187
<PAGE 22>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
SUPPLY CORPORATION
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Clearing Accounts and Direct Charges
Inter- Gas
Human Gas state Operations Production
Receiving Company Engineering Resources Land Geology Measurement Marketing & Construction Purchases
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Distribution Corp. $446 $161 $182 $ - $148 $ - $2,447 $695
Seneca Resources - - 61 - - - 11 -
Penn-York - - 11 80 53 102 189 -
Empire Exploration - - 31 650 - - 106 -
UCI - - - - - - 1 69
Highland - - - - - - - -
Data Track - - - - - - - -
NFR - - - - - - - -
$446 $161 $285 $730 $201 $102 $2,754 $764
<CAPTION>
Clearing Accounts and Direct Charges Continued
Material Convenience or Total
Issues & Gas Accommodation Services Rendered By
Receiving Company Valuation Legal Transfers Control Executive Payments * Statutory Subsidiaries
<S> <C> <C> <C> <C> <C> <C> <C>
Distribution Corp. $ - $ 4 $837 $902 $ - $5,453 $11,275
Seneca Resources - - - - - 109 181
Penn-York 29 - 30 89 - 213 796
Empire Exploration - - 62 - 34 344 1,227
UCI - - - - 62 125 257
Highland - - - - 3 115 118
Data Track - - - - - 8 8
NFR - - - - 9 73 82
$ 29 $ 4 $929 $991 $108 $6,440 $13,944
* Analysis of Convenience or Accommodation Payments is presented on page 23.
<PAGE 23>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
SUPPLY CORPORATION
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Receiving Company
Distribution Seneca Empire Data-
Corporation Resources Penn-York Exploration UCI Highland Track NFR Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Material $ 109 $ 5 $ 14 $ 12 $ - $ - $ 1 $ - $ 141
Rents 3,689 14 22 - - - - 28 3,753
Transportation 7 1 - 2 - - - - 10
Utilities 70 2 2 5 - - 7 1 87
Contractors &
Outside Services 455 2 9 39 - - - - 505
Equipment Purchases
& Rentals 478 1 54 23 - - - - 556
Employee Benefits 28 - 23 - - - - - 51
Office Expense 66 16 30 11 - - - 1 124
Dues & Subscriptions 5 - 1 - - - - - 6
Aircraft Expense 9 2 - - 56 - - - 67
Other 536 1 54 165 69 115 - 43 983
Environmental 1 - 4 87 - - - - 92
Property Acquisition - 65 - - - - - - 65
$5,453 $109 $213 $344 $125 $115 $ 8 $73 $6,440
</TABLE>
<PAGE 24>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
PENN-YORK
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Material Convenience or Total
Issues & Accommodation Services Rendered by
Receiving Company Transfers Operations Payments Statutory Subsidiaries
Distribution
Corporation $ - $ 1 $ 45 $ 46
Supply Corporation 15 38 21 74
Seneca Resources - - 13 13
$ 15 $ 39 $ 79 $133
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
Receiving Company
Distribution Supply
Corporation Corporation Seneca Total
Rent $ - $ 2 $ - $ 2
Employee Benefits 39 16 5 60
Material 1 1 - 2
Office Expense - 2 - 2
Other 1 - 8 9
Utilities 4 - - 4
$45 $21 $13 $79
<PAGE 25>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
SENECA RESOURCES
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Convenience or Total
Accommodation Services Rendered By
Receiving Company Operations Payments Statutory Subsidiaries
Distribution Corporation $ 8 $ 5 $ 13
Supply Corporation - 11 11
Penn-York - - -
Empire Exploration 87 - 87
Highland 31 57 88
UCI 55 - 55
NFR 3 191 194
Data-Track 2 - 2
$186 $264 $450
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
Receiving Company
Distribution Supply
Corporation Corporation Highland NFR Total
Employee Benefits $ 1 $ - $ - $ 9 $ 10
Rent - 2 - - 2
Office Expense - - - 1 1
Contractors and
Outside Services - 2 - 12 14
Equipment Purchases 1 - - - 1
Other Insurance - - 56 - 56
Other 3 6 1 168 178
Utilities - 1 - 1 2
$ 5 $11 $57 $191 $264
<PAGE 26>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Continued)
Part I. Intercompany sales and services (Continued)
(2) Services rendered by Statutory Subsidiaries (Continued)
UCI
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Construction
Receiving Company Services
Distribution Corporation $ 420
Supply Corporation 1,044
Empire Exploration 535
Highland 65
$2,064
HIGHLAND
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Right-of-Way Clearing
Receiving Company and Logging
Supply Corporation $ 9
Seneca Resources 50
$ 59
<PAGE 27>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Concluded)
Part I. Intercompany sales and services (Concluded)
(2) Services rendered by Statutory Subsidiaries (Concluded)
DATA-TRACK
REPORT OF INTERCOMPANY SALES AND SERVICES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
Convenience
or Total
Accommodation Collection Services Rendered by
Receiving Company Payments Services Statutory Subsidiaries
Distribution
Corporation $ 4 $350 $354
Seneca Resources 1 - 1
$ 5 $350 $355
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS
Receiving Company
Distribution Seneca
Corporation Resources Total
Utilities $ 1 $ - $ 1
Equipment Purchase 3 - 3
Office Expense - 1 1
$ 4 $ 1 $ 5
(3) Services rendered by Registrant
No services were rendered for a charge by the Registrant to any of its
subsidiaries during the fiscal year ended September 30, 1993.
<PAGE 28>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (Concluded)
Part II. Contracts to purchase services or goods between any System company
and any affiliate at September 30, 1993:
None
Part III. Employment of any person by any System company for the performance on
a continuing basis of management services
Description of Contract and Annual
Name Scope of Services Consideration
Clairmont Summers Consulting Agreement was entered $48,000
into as of January 1, 1990 for a
one year period. This agreement
was renewed for an additional one
year period on each of January 1,
1991, 1992 and 1993, but was not
renewed at January 1, 1994. It is
possible that the agreement will be
reestablished during the year. Under
the agreement Mr. Summers was respon-
sible for consulting services with
respect to the general operation,
management and supervision of the
business operations of Utility
Constructors, Inc., a wholly-
owned subsidiary of the Registrant.
Joseph Maljovec Performs management and consulting $53,500
services for the Registrant's
wholly-owned sawmill subsidiary,
Highland Land & Minerals, Inc.
<PAGE 29>
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1993
Page
Report of Independent Accountants 30
National Fuel Gas Company and Subsidiaries:
Consolidated and Consolidating Balance Sheet at
September 30, 1993, and Consolidated Balance
Sheet at September 30, 1992 31 - 34
Consolidated and Consolidating Statement of Income
for the Fiscal Year Ended September 30, 1993, and
Consolidated Statement of Income for the Fiscal
Year Ended September 30, 1992, and 1991 35 - 36
Consolidated and Consolidating Statement of
Earnings Reinvested in the Business for the
Fiscal Year Ended September 30, 1993, and the
Consolidated Statement of Earnings Reinvested
in the Business for the Fiscal Year Ended
September 30, 1992, and 1991 37 - 38
Consolidated and Consolidating Statement of
Cash Flows for the Fiscal Year Ended
September 30, 1993, and the Consolidated
Statement of Cash Flows for the Fiscal Year
Ended September 30, 1992, and 1991 39 - 42
Notes to Consolidated Financial Statements for
Fiscal Year 1993, 1992 and 1991 *
*The Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's 1993 Annual Report on Form 10-K for the year
ended September 30, 1993, are incorporated herein by reference.
<PAGE 30>
REPORT OF INDEPENDENT ACCOUNTANTS
November 1, 1993
To the Board of Directors and
Shareholders of
National Fuel Gas Company
In our opinion, the consolidated financial statements listed in the index
appearing under Item 9 on Page 29 present fairly, in all material respects, the
financial position of National Fuel Gas Company and its subsidiaries at
September 30, 1993 and 1992, and the results of their operations and their cash
flows for each of the three years in the period ended September 30, 1993, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audit was made for the purpose of forming an opinion on the consolidated
financial statements taken as a whole. The consolidating information on pages
31 through 42 is presented for purposes of additional analysis rather than to
present financial position, results of operations and cash flows of the
individual companies. Accordingly, we do not express an opinion on the
financial position, results of operations and cash flows of the individual
companies. However, the consolidating information on pages 31 through 42 has
been subjected to the auditing procedures applied in the audit of the
consolidated financial statements and, in our opinion, is fairly stated in all
material respects in relation to the consolidated financial statements taken as
a whole.
PRICE WATERHOUSE
<PAGE 31>
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AT SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS) National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
ASSETS
PROPERTY,PLANT & EQUIPMENT:
Gas Utilities $ - $983,336 $507,294 $109,467 $ - $ -
Non-Utilities 223 80 37,155 - 321,746 3
223 983,416 544,449 109,467 321,746 3
Less: Accumulated Depreciation,
Depletion and Amortization 101 228,950 169,277 35,958 117,672 3
122 754,466 375,172 73,509 204,074 -
CURRENT ASSETS:
Cash 98 2,510 1,056 55 1,041 19
Temporary Cash Investments 7,047 1 - - - -
Notes Receivable-Intercompany 205,300 - - - - -
Allowance for Uncollectible Accounts - (5,518) - - (99) -
Accounts Receivable-Intercompany 12,961 13,854 18,358 1,034 213 -
Accounts Receivable-Customers - 47,795 (445) 551 - -
Other Accounts Receivable 7,765 10,425 7,515 2 11,357 -
Unbilled Utility Revenue 27,210 - - - - -
Dividends Receivable-Intercompany 11,504 - - - - -
Materials and Supplies - at
average cost - 6,587 11,644 2,079 51 -
Gas Stored Underground - 19,309 2,811 - - -
Unrecovered Purchased Gas Costs - 20,594 178 - - -
Prepayments 349 12,187 3,950 950 1,257 6
272,234 127,744 45,067 4,671 13,820 25
OTHER ASSETS:
Deferred Contract Reformation Costs - 24,870 (8) - - -
Unamortized Debt Expense 4,828 18,841 3,341 1,725 - -
Other Deferred Charges 186 19,345 15,381 5,175 219 2
Investment in Associated Companies 650,601 - 61 - - -
Notes of Subsidiaries 529,382 - - - - -
Other Assets 269 4,900 3,283 747 952 812
1,185,266 67,956 22,058 7,647 1,171 814
$1,457,622 $950,166 $442,297 $ 85,827 $219,065 $ 839
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1993, incorporated herein by reference.
<PAGE 32>
<CAPTION>
Consolidated Balance Sheet
National Fuel Gas Company
Empire Highland Utility Data-Track National Total Before Eliminations and Subsidiaries
Exploration, Land & Constructors, Account Fuel Eliminations & Adjustments September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments Dr (Cr) 1993 1992
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $1,600,097 $ - $1,600,097 $1,524,088
68,729 2,450 8,901 31 21 439,339 - 439,339 394,301
68,729 2,450 8,901 31 21 2,039,436 - 2,039,436 1,918,389
32,857 769 4,230 1 4 589,822 28,389 561,433 502,007
35,872 1,681 4,671 30 17 1,449,614 28,389 1,478,003 1,416,382
160 156 210 48 1,194 6,547 - 6,547 5,942
- - - - - 7,048 - 7,048 70,336
- 1,800 - 500 2,200 209,800 (209,800) - -
(50) - - - (72) (5,739) - (5,739) (5,900)
465 148 1,380 31 6 48,450 (48,450) - -
- 308 - - 2,300 50,509 - 50,509 41,523
921 5 2,297 - - 40,287 1,900 42,187 35,670
- - - - - 27,210 - 27,210 21,343
- - - - - 11,504 (11,504) - -
329 195 - - - 20,885 (37) 20,848 21,525
- - - - - 22,120 - 22,120 28,599
- - - - - 20,772 - 20,772 13,033
- 86 330 - 15 19,130 (2,036) 17,094 15,605
1,825 2,698 4,217 579 5,643 478,523 (269,927) 208,596 247,676
- - - - - 24,862 - 24,862 29,531
- - - - - 28,735 - 28,735 18,603
- - - 2 20 40,330 (293) 40,037 28,118
- - - - - 650,662 (650,662) - -
- - - - - 529,382 (529,382) - -
73 7 3,005 - 451 14,499 6,808 21,307 20,520
73 7 3,005 2 471 1,288,470 (1,173,529) 114,941 96,772
$37,770 $4,386 $11,893 $611 $ 6,131 $3,216,607 $(1,415,067) $1,801,540 $1,760,830
<PAGE 33>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AT SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common Stock, $1 Par Value
Authorized-100,000,000 Shares;
Issued and Outstanding-36,661,008
Shares and 33,855,769 Shares,
Respectively $ 36,661 $ - $ - $ - $ - $ -
Capital Stock of Subsidiaries - 59,171 25,345 29,332 500 4
Paid in Capital 363,677 121,668 6,562 - 92,245 1,038
Earnings Reinvested in the Business 335,907 178,842 119,108 2,427 (28,963) (480)
Total Common Stock Equity 736,245 359,681 151,015 31,759 63,782 562
Long-Term Debt, Net of Current Portion 478,417 - - - - -
Notes Payable-Intercompany - 319,917 119,465 10,000 80,000 -
Total Capitalization 1,214,662 679,598 270,480 41,759 143,782 562
CURRENT AND ACCRUED LIABILITIES:
Notes Payable to Banks and
Commercial Paper 196,800 - - - - -
Notes Payable-Intercompany 4,500 50,100 75,100 26,100 32,400 300
Current Portion of Long-Term Debt - - - - - -
Accounts Payable 290 31,383 8,634 63 4,817 -
Estimated Revenue Refunds - - 12,930 941 - -
Refunds Payable to Customers - 26,905 - - - -
Dividends Payable 14,103 - - - - -
Accounts Payable-Intercompany 7,974 21,599 10,988 2,176 247 1
Dividends Payable-Intercompany - 7,250 2,504 1,750 - -
Customer Deposits - 5,494 - - - -
Federal Income Taxes 8,538 429 1,818 2,601 (1,774) 25
Other Taxes (49) 3,313 1,797 216 - -
Other Accruals 10,416 10,118 9,783 296 2,282 -
242,572 156,591 123,554 34,143 37,972 326
DEFERRED CREDITS:
Unamortized Investment Tax Credit - 14,274 411 58 - -
Accumulated Deferred Income Taxes (171) 83,167 39,922 8,821 33,979 (49)
Other Deferred Credits 559 16,536 7,930 1,046 3,332 -
388 113,977 48,263 9,925 37,311 (49)
$1,457,622 $950,166 $442,297 $85,827 $219,065 $ 839
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1993, incorporated herein by reference.
<PAGE 34>
<CAPTION>
Consolidated Balance Sheet
National Fuel Gas Company
Empire Highland Utility Data-Track National Total Before Eliminations and Subsidiaries
Exploration, Land & Constructors, Account Fuel Eliminations & Adjustments September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1993 1992
<C> <C> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ 36,661 $ - $ 36,661 $ 33,856
15 5 1 1 10 114,384 (114,384) - -
11,775 445 5,959 499 3,490 607,358 (243,681) 363,677 284,143
2,352 3,060 (1,067) 78 934 612,198 (276,291) 335,907 314,334
14,142 3,510 4,893 578 4,434 1,370,601 (634,356) 736,245 632,333
- - - - - 478,417 - 478,417 479,500
- - - - - 529,382 (529,382) - -
14,142 3,510 4,893 578 4,434 2,378,400 (1,163,738) 1,214,662 1,111,833
- - - - - 196,800 - 196,800 227,000
14,100 - 7,200 - - 209,800 (209,800) - -
- - - - - - - - 50,000
351 23 769 8 723 47,061 (4,168) 42,893 45,472
- - - - - 13,871 - 13,871 6,143
- - - - - 26,905 - 26,905 53,441
- - - - - 14,103 - 14,103 12,682
52 282 28 11 460 43,818 (43,818) - -
- - - - - 11,504 (11,504) - -
- - - - - 5,494 - 5,494 4,414
(72) 326 (1,556) 12 (105) 10,242 646 10,888 (2,210)
- 123 (35) 1 (78) 5,288 - 5,288 1,503
331 4 301 - 219 33,750 - 33,750 25,982
14,762 758 6,707 32 1,219 618,636 (268,644) 349,992 424,427
- - - - - 14,743 - 14,743 15,441
8,636 109 269 - 463 175,146 13,647 188,793 182,356
230 9 24 1 15 29,682 3,668 33,350 26,773
8,866 118 293 1 478 219,571 17,315 236,886 224,570
$37,770 $4,386 $11,893 $611 $6,131 $3,216,607 $(1,415,067) $1,801,540 $1,760,830
<PAGE 35>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Gas Sales $ 4,943 $796,921 $444,142 $ - $ - $ -
Other Operating Revenues - 34,754 71,903 37,695 42,344 -
4,943 831,675 516,045 37,695 42,344 -
OPERATING EXPENSE:
Purchased Gas - 463,132 364,213 - - -
Operation Expense 2,365 161,185 58,414 22,581 12,854 500
Maintenance - 18,113 5,313 878 8 -
Property, Franchise & Other
Taxes 650 80,360 10,634 1,850 1,453 4
Depreciation, Depletion and
Amortization 6 27,137 15,287 2,815 15,951 -
Income Taxes - Net 1,989 19,439 20,452 2,472 (1,645) (149)
5,010 769,366 474,313 30,596 28,621 355
Operating Income (Loss) (67) 62,309 41,732 7,099 13,723 (355)
OTHER INCOME:
Unremitted Earnings of
Subsidiaries 24,134 - - - - -
Dividends from Subsidiaries 46,016 - - - - -
Interest-Intercompany 50,068 22 - 6 - -
Appliance - - - - - -
Gain on Purchase of Debentures
for Sinking Funds - - - - - -
Miscellaneous - 70 - - 3 87
Investment Tax Credit - 670 19 4 - -
Allowance for Other Funds Used
in Construction - 116 406 6 - -
Other Interest 1,203 1,028 654 6 31 -
121,421 1,906 1,079 22 34 87
Income Before Interest Charges 121,354 64,215 42,811 7,121 13,757 (268)
INTEREST CHARGES:
Interest on Long-Term Debt 38,507 - - - - -
Interest-Intercompany 148 29,539 12,699 1,945 5,163 11
Other Interest 7,482 3,443 2,097 181 215 -
Allowance for Borrowed Funds
Used in Construction - (106) (62) (7) - -
46,137 32,876 14,734 2,119 5,378 11
Net Income (Loss) Available
for Common Stock $ 75,217 $ 31,339 $ 28,077 $ 5,002 $ 8,379 $(279)
* Includes revenues from affiliates and non-affiliates of $2,064 and $10,892, respectively.
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of National Fuel Gas Company's
Annual Report on Form 10-K for the year ended September 30, 1993, incorporated herein by reference.
<PAGE 36>
<CAPTION>
Consolidated Statement of Income
National Fuel Gas Company
and Subsidiaries
Empire Highland Utility Data-Track National Total Before Eliminations & For the Fiscal Year Ended
Exploration, Land & Constructors, Account Fuel Eliminations Adjustments September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1993 1992 1991
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 951 $ - $ - $ - $21,471 $1,268,428 $(422,037) $846,391 $761,480 $732,374
6,980 7,157 12,956* 350 - 214,139 (40,148) 173,991 158,970 132,757
7,931 7,157 12,956 350 21,471 1,482,567 (462,185) 1,020,382 920,450 865,131
828 - - - 19,292 847,465 438,460 409,005 363,690 364,246
2,303 5,782 15,668 343 939 282,934 24,016 258,918 240,645 224,717
- - - - - 24,312 - 24,312 22,439 20,536
342 54 44 - 2 95,393 - 95,393 89,158 83,095
3,211 151 1,529 - 2 66,089 (3,336) 69,425 55,726 50,805
78 531 (1,490) 10 496 42,183 1,137 41,046 35,231 23,285
6,762 6,518 15,751 353 20,731 1,358,376 460,277 898,099 806,889 766,684
1,169 639 (2,795) (3) 740 124,191 (1,908) 122,283 113,561 98,447
- - - - - 24,134 (24,134) - - -
- - - - - 46,016 (46,016) - - -
- 55 - 16 50 50,217 (50,217) - - -
- - - - - - - - 57 59
- - - - - - - - 103 99
- - 32 - - 192 - 192 129 604
- - - - - 693 - 693 706 739
- - - - - 528 - 528 1,517 3,754
- 17 479 - 7 3,425 (5) 3,420 3,278 6,538
- 72 511 16 57 125,205 (120,372) 4,833 5,790 11,793
1,169 711 (2,284) 13 797 249,396 (122,280) 127,116 119,351 110,240
- - - - - 38,507 - 38,507 39,949 41,916
525 - 187 - - 50,217 50,217 - - -
16 1 17 - 89 13,541 (26) 13,567 20,180 21,611
- - - - - (175) - (175) (1,088) (2,277)
541 1 204 - 89 102,090 50,191 51,899 59,041 61,250
$ 628 $ 710 $(2,488) $ 13 $ 708 $ 147,306 $(72,089) $ 75,217 $ 60,310 $ 48,990
Earnings Per Common Share $2.15 $1.94 $1.63
Weighted Average Common Shares Outstanding 34,938,722 31,152,635 29,995,875
<PAGE 37>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF EARNINGS REINVESTED IN THE BUSINESS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
EARNINGS REINVESTED IN THE BUSINESS
Balance at Beginning of Year $314,334 $176,503 $101,047 $ 4,425 $(37,342) $(201)
Net Income (Loss) Available
for Common Stock 75,217 31,339 28,077 5,002 8,379 (279)
Dividends on Common Stock
(1993-$1.52; 1992-$1.48;
1991-$1.44 per share) (53,644) (29,000) (10,016) (7,000) - -
Balance at End of Year $335,907 $178,842 $119,108 $ 2,427 $(28,963) $(480)
<CAPTION>
At September 30, 1993
Intercompany Eliminations:
<S> <C>
Earnings Reinvested in the Business:
Unremitted Earnings of Subsidiaries
Since Acquisition $285,502
Earnings Reinvested in the Business
of Subsidiaries at Acquisition 7,095
Consolidating Adjustment (16,306)
$276,291
Net Income Available for Common Stock:
Subsidiaries-Dividends on
Common Stock $46,016
Unremitted Earnings of Subsidiaries 24,134
Consolidating Adjustment 1,939
$72,089
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1993, incorporated herein by reference.
<PAGE 38>
<CAPTION>
Consolidated Statement of Earnings
Reinvested in the Business
National Fuel Gas Company
Empire Highland Utility Data-Track National Total Before Eliminations and Subsidiaries For the
Exploration Land & Constructors, Account Fuel Eliminations & Adjustments Fiscal Year Ended September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments (Dr) Cr 1993 1992 1991
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$1,724 $2,350 $1,421 $65 $226 $564,552 $(250,218) $314,334 $301,066 $295,606
628 710 (2,488) 13 708 147,306 (72,089) 75,217 60,310 48,990
- - - - - (99,660) 46,016 (53,644) (47,042) (43,530)
$2,352 $3,060 $(1,067) $ 78 $934 $612,198 $(276,291) $335,907 $314,334 $301,066
<CAPTION>
ANALYSIS OF INVESTMENTS IN ASSOCIATED COMPANIES AT SEPTEMBER 30, 1993
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 $174,206 $359,681
Supply Corporation 25,345 6,562 2,453 116,655 151,015
Penn-York 29,332 - - 2,427 31,759
Seneca Resources 500 92,245 6 (28,969) 63,782
Enerop 4 1,038 - (480) 562
Empire Exploration 15 11,714 - 2,352 14,081
Highland 5 445 - 3,060 3,510
UCI 1 5,959 - (1,067) 4,893
Data-Track 1 499 - 78 578
NFR 10 3,490 - 934 4,434
Consolidating Adjustment - - - 16,306 16,306
114,384 243,620 7,095 285,502 650,601
Supply Corporation:
Empire Exploration - 61 - - 61
$114,384 $243,681 $7,095 $285,502 $650,662
<PAGE 39>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) Available for Common Stock $75,217 $ 31,339 $28,077 $5,002 $ 8,379 $(279)
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Effect of Noncash Adjustments:
Depreciation, Depletion and Amortization 6 27,137 15,287 2,815 15,951 -
Deferred Income Taxes (60) 6,682 10,258 (303) 1,007 (173)
Allowance for Other Funds Used in
Construction - (116) (406) (6) - -
Other 688 644 1,231 34 (1) (1)
75,851 65,686 54,447 7,542 25,336 (453)
Change in:
Receivables and Unbilled Utility Revenue (5,599) (11,928) 1,938 133 (7,086) -
Accounts Receivable- Intercompany (2,786) (6,405) 10,475 (403) 168 -
Gas Stored Underground
and Material and Supplies - (19,545) 26,274 (37) 171 -
Unrecovered Purchased Gas Costs - (7,561) (178) - - -
Prepayments (345) (1,871) (875) (167) (325) 2
Accounts Payable 201 19,331 (21,984) (11) 1,817 -
Amounts Payable to Customers - 1,017 (19,879) 54 - -
Accounts Payable-Intercompany 245 (9,796) 7,677 2 (143) -
Other Accruals and Current Liabilities 2,897 9,405 5,470 (1,016) 1,157 13
Other Assets and Liabilities-Net 1,186 (7,869) (8,841) (1,331) 3,371 465
Net Cash Provided by (Used in) Operating
Activities $71,650 $ 30,464 $54,524 $ 4,766 $24,466 $ 27
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1993, incorporated herein by reference.
<PAGE 40>
<CAPTION>
Consolidated Statement of
Cash Flows
National Fuel Gas Company
and Subsidiaries
Empire Highland Utility Data-Track National Total Before For the Fiscal Year Ended
Exploration, Land & Constructors, Account Fuel Eliminations Eliminations September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments & Adjustments 1993 1992 1991
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 628 $710 $(2,488) $ 13 $ 708 $147,306 $(72,089) $ 75,217 $ 60,310 $ 48,990
3,211 151 1,529 - 2 66,089 3,336 69,425 55,726 50,805
(68) 53 67 (4) 597 18,056 (1,137) 16,919 14,125 26,873
- - - - - (528) - (528) (1,517) (3,754)
2 - (1) - - 2,596 3,506 6,102 4,514 3,033
3,773 914 (893) 9 1,307 233,519 (66,384) 167,135 133,158 125,947
358 (35) 1,989 - (1,301) (21,531) - (21,531) (12,074) 17,169
(266) (50) (933) (2) (1) (203) 203 - - -
77 3 213 - - 7,156 - 7,156 (5,221) (13,116)
- - - - - (7,739) - (7,739) (7,703) (5,330)
- 54 201 - 87 (3,239) 1,750 (1,489) 2,862 (2,510)
11 20 (40) (2) 149 (508) (2,071) (2,579) 4,349 (6,204)
- - - - - (18,808) - (18,808) (6,728) (21,484)
(185) (15) 15 6 221 (1,973) 1,973 - - -
566 27 (3,115) 12 (167) 15,249 - 15,249 15,704 1,382
25 (1) 55 13 1,352 (11,575) (2,116) (13,691) (31,359) 15,304
$ 4,359 $917 $(2,508) $ 36 $1,647 $190,348 $(66,645) $123,703 $ 92,988 $111,158
<PAGE 41>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS (CONCLUDED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1993
(THOUSANDS OF DOLLARS)
National National
National Fuel Gas Fuel Gas Penn-York Seneca
Fuel Gas Distribution Supply Energy Resources Enerop
Company Corporation Corporation Corporation Corporation Corporation
<S> <C> <C> <C> <C> <C> <C>
INVESTING ACTIVITIES:
Capital Expenditures $ - $(61,803) $(26,153) $ (424) $(38,305) $ -
Capital Contribution - 86,247 - - - -
Investment in Associated Companies (110,382) - - - - -
Other - - - - (36) -
Net Cash Provided by (Used In)
Investing Activities (110,382) 24,444 (26,153) (424) (38,341) -
FINANCING ACTIVITIES:
Change in Notes Payable to Banks
and Commercial Paper (30,200) - - - - -
Change in Notes Payable-Intercompany 1,100 (28,183) (17,635) 2,800 13,900 (100)
Change in Notes and Dividends
Receivable-Intercompany 25,416 - - - - -
Proceeds from Issuance of Long-Term Debt 129,000 - - - - -
Reduction of Long-Term Debt (180,083) - - - - -
Proceeds from Issuance of Common Stock 82,328 - - - - -
Dividends Paid on Common Stock (52,224) (28,000) (10,239) (7,175) - -
Net Cash Provided by (Used in)
Financing Activities (24,663) (56,183) (27,874) (4,375) 13,900 (100)
Net Increase (Decrease) in Cash and
Temporary Cash Investments (63,395) (1,275) 497 (33) 25 (73)
Cash and Temporary Cash Investments at
at Beginning of Year 70,540 3,786 559 88 1,016 92
Cash and Temporary Cash Investments at
End of Year $ 7,145 $ 2,511 $ 1,056 $ 55 $ 1,041 $ 19
See Notes to Consolidated Financial Statements appearing on pages 57 to 88 of
National Fuel Gas Company's Annual Report on Form 10-K for the year ended
September 30, 1993, incorporated herein by reference.
<PAGE 42>
<CAPTION>
Consolidated Statement of
Cash Flows (Concluded)
Empire Highland Utility Data-Track National Total Before National Fuel Gas Company
Exploration, Land & Constructors, Account Fuel Eliminations Eliminations September 30,
Inc. Minerals, Inc. Inc. Services, Inc. Resources & Adjustments & Adjustments 1993 1992 1991
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$(4,288) $(336) $ (590) $ (24) $ (3) $(131,926) $ - $(131,926) $(157,856) $(156,179)
- - - - - 86,247 (86,247) - - -
- - - - - (110,382) 110,382 - - -
199 8 54 - - 225 - 225 (2,052) 962
(4,089) (328) (536) (24) (3) (155,836) 24,135 (131,701) (159,908) (155,217)
- - - - - (30,200) - (30,200) 20,500 (12,400)
(200) - 3,400 - - (24,918) 24,918 - - -
- (500) - - (600) 24,316 (24,316) - - -
- - - - - 129,000 - 129,000 251,000 58,500
- - - - - (180,083) - (180,083) (176,729) (6,118)
- - - - - 82,328 (3,506) 78,822 73,728 50,219
- - - - - (97,638) 45,414 (52,224) (45,634) (42,365)
(200) (500) 3,400 - (600) (97,195) 42,510 (54,685) 122,865 47,836
70 89 356 12 1,044 (62,683) - (62,683) 55,945 3,777
90 67 (146) 36 150 76,278 - 76,278 20,333 16,556
$ 160 $ 156 $ 210 $ 48 $1,194 $ 13,595 $ - $ 13,595 $ 76,278 $ 20,333
</TABLE>
<PAGE 43>
EXHIBITS
A. *(1) Annual Report on Form 10-K for fiscal year ended September 30, 1993,
filed December 28, 1993 (File No. 1-3880)
*(2) Amendment No. 1 on Form 10-K/A for fiscal year ended September 30,
1993, filed January 10, 1994 (File No. 1-3880)
(3) National Fuel Gas Company 1993 Annual Report to Shareholders
*(4) National Fuel Gas Company Proxy Statement, dated January 6, 1994,
filed December 29, 1993 (File No. 1-03880)
B. Articles of Incorporation, By-Laws and Partnership Agreements
(1) National Fuel Gas Company
*i National Fuel Gas Company By-Laws as amended through December 8,
1993. (Exhibit 3(ii), Amendment No. 1 on Form 10-K/A for fiscal
year ended September 30, 1993)
*ii Restated Certificate of Incorporation of National Fuel Gas
Company, dated March 15, 1985 (Exhibit 10-OO, Form 10-K for
fiscal year ended September 30, 1991)
*iii Certificate of Amendment of Restated Certificate of Incorporation
of National Fuel Gas Company, dated March 9, 1987 (Exhibit A-3 in
File No. 70-7334)
*iv Certificate of Amendment of Restated Certificate of Incorporation
of National Fuel Gas Company, dated February 22, 1988 (Exhibit
B-5 in File No. 70-7478)
*v Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form 10-K
for fiscal year ended September 30, 1992.)
(2) National Fuel Gas Distribution Corporation
*i By-Laws, as amended (Exhibit A-7, File No. 70-7478)
*ii Restated Certificate of Incorporation of National Fuel Gas
Distribution Corporation, dated May 9, 1988 (Exhibit B-1 in File
No. 70-7478)
(3) National Fuel Gas Supply Corporation
*i By-Laws, as amended (Exhibit (3) i, Form U5S for fiscal year
ended September 30, 1989)
*ii Articles of Incorporation of United Natural Gas Company, dated
February 1, 1886 (Exhibit (3)ii, Form U5S for fiscal year ended
September 30, 1984)
* Incorporated herein by reference as indicated.
<PAGE 44>
EXHIBITS (Continued)
*iii Certificate of Merger and Consolidation dated January 2, 1951
(Exhibit (3)iii, Form U5S for fiscal year ended September 30,
1984)
*iv Joint Agreement and Plan of Merger, dated June 18, 1974.
(Exhibit (3) iv, Form U5S for fiscal year ended September 30,
1987)
(4) Enerop Corporation
*i By-Laws (Exhibit A-15, File No. 70-7478)
*ii Restated Articles of Incorporation of Enerop Corporation dated
April 13, 1988 (Exhibit B-4 in File No. 70-7478)
iii Action by Board of Directors to amend the By-Laws dated
October 10, 1993 including a Restated Certificate of
Incorporation of Enerop Corporation dated October 15, 1993 (EX-3
for EDGAR purposes)
(5) Seneca Resources Corporation
*i By-Laws, as amended (Exhibit (5) i, Form U5S for fiscal year
ended September 30, 1989)
*ii Articles of Incorporation of Mars Natural Gas Company dated March
29, 1913 (Exhibit (5)ii, Form U5S for fiscal year ended September
30, 1984)
*iii Secretary's Certificate dated January 4, 1918 (Exhibit (5)iii,
Form U5S for fiscal year ended September 30, 1984)
*iv Articles of Amendment, dated March 30, 1955 (Exhibit (5)iv, Form
U5S for fiscal year ended September 30, 1984)
*v Certificate of Amendment changing name of the Mars Company to
Seneca Resources Corporation, January 29, 1976 (Exhibit (5)v,
Form U5S for fiscal year ended September 30, 1984)
(6) Penn-York Energy Corporation
*i By-Laws (Exhibit A-11, File No. 70-7478)
*ii Restated Certificate of Incorporation of Penn-York Energy
Corporation, dated May 9, 1988 (Exhibit B-2 in File No. 70-7478)
(7) Empire Exploration, Inc.
*i By-Laws (Exhibit A-15, File No. 70-7478)
*ii Restated Articles of Incorporation of Empire Exploration, Inc.,
dated April 13, 1988 (Exhibit B-3 in File No. 70-7478)
* Incorporated herein by reference as indicated.
<PAGE 45>
EXHIBITS (Continued)
*(8) Limited Partnership Agreement dated November 28, 1983, between
Empire Exploration, Inc. as general partner and Herman P. Loonsk as
limited partner (Exhibit (8), Form U5S for fiscal year ended
September 30, 1984)
*(9) Empire 1983 Drilling Program, Limited Partnership Agreement, dated
November 28, 1983, between Empire Exploration, Inc., as general
partner and those parties collectively called limited partners.
(Exhibit (9), Form U5S for fiscal year ended September 30, 1984)
*(10) Empire 1983 Joint Venture Agreement dated December 6, 1983 between
Empire Exploration, Inc. and Empire 1983 Drilling Program (Exhibit
(10), Form U5S for fiscal year ended September 30, 1984)
(11) Highland Land & Minerals, Inc.
*i. Certificate of Incorporation, dated August 19, 1982 (Exhibit (11)
i, Form U5S for fiscal year ended September 30, 1985)
*ii. By-Laws (Exhibit (11) ii, Form U5S for fiscal year ended
September 30, 1987)
(12) Utility Constructors, Inc.
*i. Articles of Incorporation, dated December 23, 1986, and
certificate of amendment dated December 31, 1986. (Exhibit
(12)i, Form U5S for fiscal year ended September 30, 1987)
*ii. By-Laws (Exhibit (12) ii, Form U5S for fiscal year ended
September 30, 1987)
(13) Data-Track Account Services, Inc.
*i. Restated Articles of Incorporation, dated March 2, 1984 (Exhibit
A-1, File No. 70-7512)
*ii. By-Laws (Exhibit A-2, File No. 70-7512)
(14) National Fuel Resources, Inc.
*i. Articles of Incorporation, dated January 9, 1991. (Exhibit (14)i;
designated as Exhibit EX-3(a) for EDGAR purposes, Form U5S for
fiscal year ended September 30, 1992)
*ii. By Laws (Exhibit (14)ii; designated as Exhibit EX-3(b) for EDGAR
purposes, Form U5S for fiscal year ended September 30, 1992)
* Incorporated herein by reference as indicated.
<PAGE 46>
EXHIBITS (Continued)
C. Indentures
* Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit 2(b), File
No. 2-5l796)
* Sixth Supplemental Indenture dated as of February 1, 1988, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit EX-4.1,
Form 10-K for fiscal year ended September 30, 1992) (Debentures
issued thereunder redeemed February 1, 1993)
* Seventh Supplemental Indenture dated as of September 1, 1988, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit EX-4.2,
Form 10-K for fiscal year ended September 30, 1992) (Debentures
issued thereunder redeemed November 10, 1992)
* Eighth Supplemental Indenture dated as of July 1, 1989, to Indenture
dated as of October 15, 1974, between the Company and The Bank of
New York (formerly Irving Trust Company) (Exhibit EX-4.3, Form 10-K
for fiscal year ended September 30, 1992) (Portions of Debentures
issued thereunder redeemed March 16, 1993 and July 7, 1993)
* Ninth Supplemental Indenture dated as of January 1, 1990 to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit EX-4.4,
Form 10-K for fiscal year ended September 30, 1992)
* Tenth Supplemental Indenture dated as of February 1, 1992, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit 4(a), Form
8-K dated February 14, 1992, in File No. 1-3880)
* Eleventh Supplemental Indenture dated as of May 1, 1992, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company ) (Exhibit 4(b),
Form 8-K dated February 14, 1992, in File No. 1-3880)
* Twelfth Supplemental Indenture dated as of June 1, 1992, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company ) (Exhibit 4(c),
Form 8-K dated June 18, 1992, in File No. 1-3880)
* Thirteenth Supplemental Indenture dated as of March 1, 1993, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14)
in File No. 33-49401)
* Incorporated herein by reference as indicated.
<PAGE 47>
EXHIBITS (Concluded)
* Fourteenth Supplemental Indenture dated as of July 1, 1993, to
Indenture dated as of October 15, 1974, between the Company and The
Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form
10-K for fiscal year ended September 30, 1993)
D. *Agreement pursuant to Rule 45(c) (Designated as Exhibit EX-99 for EDGAR
purposes)
E. *Agreement pursuant to Rule 48(b) (Exhibit (E) Form U5S for fiscal year
ended September 30, 1991)
F. Schedules of Utility Plant Accounts
These schedules are not available as of the date of filing of
this Form U5S. They will be filed pursuant to a Form U5S/A as
soon as they are available.
* Incorporated herein by reference as indicated.
<PAGE 48>
S I G N A T U R E
The undersigned System company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935.
NATIONAL FUEL GAS COMPANY
By/s/ Joseph P. Pawlowski
Joseph P. Pawlowski, Treasurer
and Principal Accounting Officer
Date: January 27, 1994
<PAGE 1>
EX-3
ENEROP CORPORATION
ACTION BY BOARD OF DIRECTORS
IN LIEU OF MEETING
The undersigned, being all of the members of the
Board of Directors of ENEROP CORPORATION, do hereby consent,
pursuant to Section 3 of Article III of the bylaws, and
pursuant to Section 708 of the Business Corporation Law, to
the adoption of the following resolutions without a meeting
on unanimous written consent:
RESOLVED: That the Title of the By-Laws
of this corporation be amended
to change the name of the
corporation, so that said title
shall read as follows:
BY-LAWS
OF
LEIDY HUB, INC.
and it is
FURTHER RESOLVED: That Section 1 of
Article III of the By-Laws of
this corporation be amended to
change the number of directors,
so that said section shall read
as follows:
Section 1. Number. The
number of directors of the
corporation shall be three (3),
who shall hold office for the
term of one year and until
their successors are elected
and qualify. The number of
directors may be increased or
decreased from time to time by
amendment of these By-Laws made
by a majority of the Board of
Directors or by the
shareholders. Directors need
not be shareholders.
<PAGE 2>
Dated as of October 10, 1993
/s/ B. J. Kennedy____________
B. J. Kennedy
/s/ W. E. DeForest___________
W. E. DeForest
/s/ G. T. Wehrlin____________
G. T. Wehrlin
<PAGE 3>
ENEROP CORPORATION
ACTION BY BOARD OF DIRECTORS
BY UNANIMOUS WRITTEN CONSENT,
IN LIEU OF MEETING
The undersigned, being all of the members of the
Board of Directors of Enerop Corporation, do hereby consent,
pursuant to Section 3 of Article III of the By-Laws and
Section 708 of the Business Corporation Law, to the adoption
of the following resolutions without a meeting, on unanimous
written consent.
RESOLVED: That the Board of Directors
hereby recommends that the
Certificate of Incorporation of
Enerop Corporation (the
"Corporation"), be amended, and
restated, in the manner set
forth in attachment A hereto,
and be it further
FURTHER RESOLVED: That such proposed
amendments and restatement be
submitted to the sole
shareholder of the Corporation
for consideration, and be it
further
FURTHER RESOLVED: That the officers and
counsel of the Corporation be,
and each of them hereby is,
authorized and directed to take
whatever action is necessary to
submit the proposed amendments
and restatement to the sole
shareholder of the Corporation
for its consideration and to
take whatever actions are
necessary to cause the
<PAGE 4>
amendments and restatement to
occur and become effective if
the sole shareholder approves
them.
Dated: October 15, 1993
/s/ B. J. Kennedy____________
B. J. Kennedy
/s/ W. E. DeForest___________
W. E. DeForest
/s/ G. T. Wehrlin____________
G. T. Wehrlin
<PAGE 5>
ATTACHMENT A
RESTATED CERTIFICATE OF INCORPORATION
OF
ENEROP CORPORATION
Under Section 807 of the Business Corporation Law
The undersigned, W. E. DeForest and G. T. Wehrlin, the
President and Secretary respectively of Enerop Corporation,
hereby certify:
1. The name of the Corporation is Enerop Corporation.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on November 4, 1981.
3. The Certificate of Incorporation of the Corporation
is amended as follows:
To amend the provisions stating the name of the
Corporation.
4. The text of the Certificate of Incorporation of
Enerop Corporation is hereby restated, as amended herby, to
read as herein set forth in full:
FIRST: The name of the Corporation is Leidy Hub, Inc.
<PAGE 6>
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
4,000 shares of common stock with a par value
of one dollar ($1.00). 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
<PAGE 7>
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
<PAGE 8>
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, State of New
York.
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
<PAGE 9>
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 Enerop Corporation was authorized by the Unanimous Written
Consent of the Board of Directors followed by the Written
Consent of the sole shareholder of Enerop Corporation.
IN WITNESS WHEREOF, the undersigned have made and
signed this Certificate this 15th day of October, 1993 and
they affirm the statements contained herein as true under
penalties of perjury.
/s/ W. E. DeForest__________
W. E. DeForest, President
/s/ G. T. Wehrlin___________
G. T. Wehrlin, Secretary
<PAGE 10>
ENEROP CORPORATION
ACTION BY SOLE SHAREHOLDER
BY UNANIMOUS WRITTEN CONSENT,
IN LIEU OF MEETING
The undersigned, the sole shareholder of Enerop
Corporation and duly authorized by Article II, Section 9 of
the By-Laws, and Section 615 of the Business Corporation Law,
hereby authorizes and consents to the adoption of the
following resolutions without a meeting, on the written
consent of the sole shareholder of the Corporation:
RESOLVED: That the amendment and
restatement of the Certificate
of Incorporation of the
Corporation, as set forth in
attachment A and as proposed by
the board of directors of the
Corporation be, and it hereby
is, approved, and it is
FURTHER RESOLVED: That the officers and
counsel of the Corporation are
authorized to take appropriate
action in connection with such
amendment and restatement, to
effectuate same, and that any
prior action of the board of
directors of the Corporation to
effectuate the amendments and
the restatement set forth in
attachment A are hereby
ratified.
Dated: October 15, 1993
NATIONAL FUEL GAS COMPANY
By_/s/ B. J. Kennedy__________
B. J. Kennedy, President
<PAGE 11>
ATTACHMENT A
RESTATED CERTIFICATE OF INCORPORATION
OF
ENEROP CORPORATION
Under Section 807 of the Business Corporation Law
The undersigned, W. E. DeForest and G. T. Wehrlin, the
President and Secretary respectively of Enerop Corporation,
hereby certify:
1. The name of the Corporation is Enerop Corporation.
2. The Certificate of Incorporation of the Corporation
was filed by the Department of State on November 4, 1981.
3. The Certificate of Incorporation of the Corporation
is amended as follows:
To amend the provisions stating the name of the
Corporation.
4. The text of the Certificate of Incorporation of
Enerop Corporation is hereby restated, as amended herby, to
read as herein set forth in full:
FIRST: The name of the Corporation is Leidy Hub, Inc.
<PAGE 12>
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
4,000 shares of common stock with a par value
of one dollar ($1.00). 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
<PAGE 13>
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
<PAGE 14>
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, State of New
York.
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
<PAGE 15>
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 Enerop Corporation was authorized by the Unanimous Written
Consent of the Board of Directors followed by the Written
Consent of the sole shareholder of Enerop Corporation.
IN WITNESS WHEREOF, the undersigned have made and
signed this Certificate this 15th day of October, 1993 and
they affirm the statements contained herein as true under
penalties of perjury.
/s/ W. E. DeForest__________
W. E. DeForest, President
/s/ G. T. Wehrlin___________
G. T. Wehrlin, Secretary
<PAGE 16
N.Y.S. Department of State
162 Washington Avenue
Division of Corporations and State Records
Albany, NY 12231
Filing Receipt
___________________________________________________________
Corporation Name: Leidy Hub, Inc.
Document Type: Amendment (Domestic Business)
Name
County: Erie
Service Company: **No Service Company**
____________________________________________________________
Filed: 12/29/1993
Duration: ********
Cash #: 931229000271
Film #: 931229000244
Address for Process
___________________
Registered Agent
________________
[center of receipt stamped with
State of New York
Department of State]
____________________________________________________________
Filer
_____
James R. Peterson, Esq.
Room 1500
10 Lafayette Square
Buffalo, NY 14203
Fees 60.00
____
Filing: 60.00
Tax: 0.00
Cert: 0.00
Copies: 0.00
Handling: 0.00
Payments 60.00
________
Cash: 0.00
Check: 60.00
Billed: 0.00
Refund: 0.00
______
____________________________________________________________
DOS-1025 (11/89)
