File No. 70-8385
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
U-1
AMENDMENT NO. 1
(POST-EFFECTIVE)
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Names of companies filing this statement and addresses of
principal executive offices:
Seneca Resources Corporation Empire Exploration, Inc.
10 Lafayette Square 14 Lafayette Square, Suite 1200
Buffalo, New York 14203 Buffalo, New York 14203
Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:
James R. Peterson, Esq., Ronald J. Tanski, Secretary
Senior Attorney Empire Exploration, Inc.
Seneca Resources Corporation 14 Lafayette Square,
10 Lafayette Square Suite 1200
Buffalo, New York 14203 Buffalo, New York 14203
It is respectfully requested that the Commission send copies of
all notices, orders and communications to:
James R. Peterson
10 Lafayette Square
Buffalo, New York 14203
Item 1. Description of Proposed Transaction.
Seneca Resources Corporation ("Seneca") and Empire
Exploration, Inc. ("Empire") are both wholly owned subsidiaries
of National Fuel Gas Company ("National"). Neither Seneca nor
Empire are "natural gas companies" under the Natural Gas Act of
1938 nor are they public utilities. In addition, neither
National, nor any of the subsidiaries of National other than
Seneca and Empire, join in the Post-Effective Amendment to the
Application-Declaration on file in this proceeding.
The Commission in this proceeding approved the merger
of Empire into Seneca pursuant to HCAR No. 35-26036 (April 26,
1994), File No. 70-8385, 56 SEC Docket (CCH) pp. 1557-1558 (the
"Order"). The applicants anticipate that this merger will become
effective on July 1, 1994.
Pursuant to HCAR No. 35-25964 (December 29, 1993), File
No. 70-8297, 55 SEC Docket (CCH) pp. 2148-2151 (the "Money Pool
Order"), both Empire and Seneca have been, and continue to be,
participants in the National Fuel System Money Pool ("Money
Pool"). Empire may borrow from the Money Pool in a maximum
principal amount at any one time outstanding of $30 million
through December 31, 1995, and Seneca may borrow from the Money
Pool in a maximum principal amount at any one time outstanding of
$100 million through December 31, 1995.
Both the application in this proceeding and the Order
were silent as to what effect the Order would have on borrowing
from the Money Pool. The applicants therefore respectfully
request that the Commission authorize the Money Pool limits of
both Empire and Seneca to be combined to reflect the merger. This
post-effective amendment does not seek to increase the total
amount of money which can be borrowed by all subsidiaries from
the Money Pool. It seeks only to allocate Empire's approved
borrowing limit of $30 million to Seneca, for a total Seneca
borrowing limit of $130 million, in order to reflect the merger
of the two subsidiaries.
Other than this reallocation of borrowing limits, all
terms and conditions of the Money Pool Order would continue to
apply to transactions between the Applicants and the Money Pool
after Commission approval of this Post-Effective Amendment.
Interested persons should refer to the Money Pool Order for more
information.
Item 2. Fees, Commissions and Expenses.
None
Item 3. Applicable Statutory Provisions.
The statutory provisions applicable to the Money Pool
are as follows: Sections 6(a), 7, 9(c), 10, 12(b) and 12(f) of
the Public Utility Holding Company Act and Rules 23, 24, 40(a),
42(b)(2), 43, 45, and 49(d).
Rules 23 and 24 apply to the processing of this
application/declaration, and to the terms and conditions
applicable to this application/declaration, respectively. The
applicability of each of the other sections and rules to each of
the proposed transactions are shown in the following table:
Proposed Transaction Applicable Provisions
Issuance of short-term Sec. 6(a)(1)
notes by Participating Sec. 7
Subsidiaries to Money Pool. Rule 43
Investment of proceeds Sec. 9(a)
from Money Pool borrowing Sec. 10(a)
by Seneca and Empire Sec. 11(b)(1)
in prospect areas. Rule 49(d)
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 proposals herein are considered
by the SEC to require authorization, approval or exemption under
any section of the Act or provision of the rule or regulations
other than those specifically referred to herein, request for
such authorization, approval, or exemption is hereby made.
Item 4. Regulatory Approval.
No federal regulatory authority, other than the SEC, as
jurisdiction over the proposals. No state regulatory authority
has jurisdiction over the proposed transactions.
Item 5. Procedure.
The SEC is requested to issue an order permitting the
Application-Declaration to become effective as soon as possible
with respect to consummation of the transactions described
herein.
National respectfully requests that the SEC's orders
herein be entered pursuant to the provisions of Rule 23. If a
hearing is ordered, Applicant-Declarant waives a recommended
decision by a hearing officer, or any other responsible officer
of the SEC, and agree that the Division of Investment Management,
Office of Public Utility Regulation may assist in the preparation
of the SEC's decision and/or order; and request that the SEC's
order become effective upon issuance.
Item 6. Exhibits and Financial Statements.
The following exhibits and financial statements are
made a part of this statement:
(a) Exhibits
F Opinion of the Legal Departments of
Empire and Seneca.
G Form of notice
(b) Financial Statements
Pro Forma Condensed Balance Sheets of Parent
and subsidiaries, Seneca and Empire as of
March 31, 1994.
Pro Forma Condensed Statements of Income and
Earnings Reinvested in the Business for
Parent and subsidiaries, Seneca and Empire,
for the 12 months ended March 31, 1994.
Notes to the Financial Statements
(incorporated by reference as indicated).
There have been no material changes not in the ordinary
course of business since March 31, 1994.
Item 7. Information as to Environmental Effects.
The proposed transactions outlined herein involve no
action which will significantly affect the quality of the
environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the transactions
proposed in the Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this Amendment to the application-declaration to be signed
on their behalf by the undersigned thereunto duly authorized.
Dated: June 27, 1994
SENECA RESOURCES CORPORATION
By: /s/ Philip C. Ackerman
Philip C. Ackerman
President
EMPIRE EXPLORATION, INC.
By: /s/ Philip C. Ackerman
Philip C. Ackerman
President
JAMES R. PETERSON
10 Lafayette Square
Buffalo, New York 14203
Exhibit F (a)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Gentlemen:
This opinion relates to the joint application or
declaration filed on November 12, 1991, Post-Effective Amendment
No. 1 filed herewith under the Public Utility Holding Company Act
of 1935, as amended, regarding the combination of the amounts
eligible to be borrowed from the Money Pool by both Empire
Exploration, Inc. ("Empire") and Seneca Resources Corporation
("Seneca"), both subsidiaries of National Fuel Gas Company
("National"), to reflect the merger of Empire into Seneca (the
"Merger"), we are of the opinion that:
1. Empire is a corporation organized and duly
existing under the laws of the State of New York.
2. Seneca is a corporation organized and duly
existing under the laws of the State of Pennsylvania.
3. If the aforementioned transactions are approved by
the Boards of Directors of Empire and Seneca, or duly authorized
committees thereof and are consummated in accordance with the
application or declaration, and the order of the Securities and
Exchange Commission thereon:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) If the Boards of Directors of Empire and
Seneca approve the issuance and sale of the
short-term notes to be issued by said
corporations, National will legally acquire
said short-term notes; and
(c) the legal right of the holders of any
securities issued by National or any
associate company thereof will not have been
violated.
I am a member of the New York Bar and do not hold
myself out as an expert on the laws of any other state.
Accordingly, in giving this opinion, I have relied, as to all
matters governed by the laws of Pennsylvania, upon the opinion of
Richard M. DiValerio, Esq., Pennsylvania counsel for National's
subsidiaries, and as to matters governed by the laws of New
Jersey, upon the opinion of Stryker, Tams & Dill, both of which
opinions are filed as exhibits to the application or declaration.
I consent to the use of this opinion as an exhibit to
the application or declaration.
Very truly yours,
/s/ James R. Peterson
James R. Peterson
RICHARD M. DIVALERIO
10 Lafayette Square
Buffalo, New York 14203
Exhibit F (b)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Gentlemen:
This opinion relates to the joint application or
declaration filed on November 12, 1991, Post-Effective Amendment
No. 1 filed herewith under the Public Utility Holding Company Act
of 1935, as amended, regarding the combination of the amounts
eligible to be borrowed from the Money Pool by both Empire
Exploration, Inc. ("Empire") and Seneca Resources Corporation
("Seneca"), both subsidiaries of National Fuel Gas Company
("National"), to reflect the merger of Empire into Seneca (the
"Merger"), we are of the opinion that:
1. Empire is a corporation organized and duly
existing under the laws of the State of New York.
2. Seneca is a corporation organized and duly
existing under the laws of the State of Pennsylvania.
3. If the aforementioned transactions are approved by
the Boards of Directors of Empire and Seneca, or duly authorized
committees thereof and are consummated in accordance with the
application or declaration, and the order of the Securities and
Exchange Commission thereon:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) If the Boards of Directors of Empire and
Seneca approve the issuance and sale of the
short-term notes to be issued by said
corporations, National will legally acquire
said short-term notes; and
(c) the legal right of the holders of any
securities issued by National or any
associate company thereof will not have been
violated.
I am a member of the Pennsylvania Bar and do not hold
myself out as an expert on the laws of any other state.
Accordingly, in giving this opinion, I have relied, as to all
matters governed by the laws of New York, upon the opinion of
James R. Peterson, Esq., New York counsel for National's
subsidiaries, and as to matters governed by the laws of New
Jersey, upon the opinion of Stryker, Tams & Dill, both of which
opinions are filed as exhibits to the application or declaration.
I consent to the use of this opinion as an exhibit to
the application or declaration.
Very truly yours,
/s/ Richard M. DiValerio
Richard M. DiValerio
Stryker, Tams & Dill
Two Penn Plaza East
Newark, NJ 07105
Charles H. Friedrich, III
Exhibit F (c)
June 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Seneca Resources Corporation
Empire Exploration, Inc.
Form U-1 Application-Declaration
File No. 70-8385
Ladies and Gentlemen:
This opinion relates to the joint application or
declaration filed on or about November 12, 1991 (the
"Application-Declaration"), as amended by Post-Effective
Amendment No. 1 filed on or about the date hereof (the
"Amendment"), by Empire Exploration, Inc. ("Empire") and Seneca
Resources Corporation ("Seneca"), two wholly-owned subsidiaries
of National Fuel Gas Company ("National"), under the Public
Utility Holding Company Act of 1935, as amended.
The Amendment seeks authorization for (i) the
reallocation to Seneca of the borrowing limit under the National
Fuel System Money Pool (the "Money Pool") heretofore approved for
Empire, i.e., $30 million, in HCAR 35-25964 (December 29, 1993)
in File No. 70-8297 (the "Money Pool Order"), and (ii) the
resulting increase in the borrowing limit of Seneca under the
Money Pool from $100 million, as heretofore approved in the Money
Pool Order, to $130 million. That requested authorization
derives from the pending merger of Empire with and into Seneca
(the "Merger"), as heretofore approved by HCAR No. 35-26036
(April 26, 1994).
Based upon the foregoing and subject to the
qualification hereinafter set forth, we are of the opinion that:
1. National is a corporation duly organized and
validly existing under the laws of the State of New Jersey.
2. If (i) the proposed transactions are approved by
the Board of Directors of National and consummated in accordance
with the Application-Declaration, as amended by the Amendment,
and the orders of the Securities and Exchange Commission thereon,
(ii) the respective Boards of Directors of National, Empire and
Seneca approve the Merger, (iii) the respective Boards of
Directors of National and Seneca approve the increased borrowing
authority of Seneca under the Money Pool and all authorizations
and approvals from appropriate governmental and regulatory
authorities, if required in connection therewith, are obtained,
and (iv) the borrowings by Seneca under the Money Pool are
appropriately documented and evidenced on the books of Seneca and
the contemplated consideration therefor is received:
(A) All laws of the State of New Jersey applicable
to the proposed transactions will have been complied with;
(B) Insofar as New Jersey law is applicable,
National will legally acquire the obligations of Seneca
representing Money Pool borrowings; and
(C) The legal rights of the holders of any
securities issued by National will not have been violated.
In rendering the opinions expressed in subparagraphs
2(B) and 2(C), we have assumed that the Money Pool borrowings of
Seneca will not have maturities in excess of, nor be renewable or
extendable at the option of Seneca to a date more than, twelve
(12) months from their respective dates of issuance or incurrence.
We consent to the use of this opinion as an exhibit
to the Amendment.
Very truly yours,
/s/ Stryker, Tams & Dill
STRYKER, TAMS & DILL
Exhibit G-1
PROPOSED NOTICE (Rule 22(f))
SECURITIES AND EXCHANGE COMMISSION
(Rel. No. 35- )
Seneca Resources Corporation and Empire Exploration, Inc.
Notice of Proposed Intra-System Borrowings Through Money Pool;
June 27, 1994
Notice is hereby given that the following filing has
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the application or declaration for complete
statements of the proposed transactions described below. The
application or declaration and any amendments thereto are
available for public inspection through the Commission's Office
of Public Reference. Interested persons wishing to comment or
request a hearing should submit their views in writing by
__________________ to the Secretary, Securities and Exchange
Commission, Washington. D.C. 20549, and serve a copy on the
applicants at the addresses specified above. Proof of service
(by affidavit or, in the case of an attorney at law, by
certificate) should be filed with the request. Any request for a
hearing shall identify specifically the issues of fact or law
that are disputed. A person who requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the proposal, as
filed or as amended, may be authorized.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Seneca Resources Corporation ("Seneca"), 10 Lafayette
Square, Buffalo, New York 14203 and Empire Exploration, Inc.
("Empire"), 10 Lafayette Square, Buffalo, New York 14203 are both
wholly owned non-utility subsidiaries of National Fuel Gas
Company ("National"), a registered holding company, have filed a
Post-Effective Amendment to the Application-Declaration on file
in this proceeding pursuant to Sections 6(a), 7, 9(c), 10, 12(b)
and 12(f) of the Public Utility Holding Company Act and Rules 23,
24, 40(a), 42(b)(2), 43, 45, and 49(d). The Commission in this
proceeding approved the merger of Empire into Seneca pursuant to
HCAR No. 35-26036 (April 26, 1994), File No. 70-8385, 56 SEC
Docket (CCH) pp. 1557-1558 (the "Order"). The applicants
anticipate that this merger will become effective on July 1,
1994.
Pursuant to HCAR No. 35-25964 (December 29, 1993), File
No. 70-8297, 55 SEC Docket (CCH) pp. 2148-2151 (the "Money Pool
Order"), both Empire and Seneca have been, and continue to be,
participants in the National Fuel System Money Pool ("Money
Pool"). Empire may borrow from the Money Pool in a maximum
principal amount at any one time outstanding of $30 million
through December 31, 1995, and Seneca may borrow from the Money
Pool in a maximum principal amount at any one time outstanding of
$100 million through December 31, 1995.
Both the application in this proceeding and the Order
were silent as to what effect the Order would have on borrowing
from the Money Pool. The applicants therefore are requesting
that the Commission authorize the Money Pool limits of both
Empire and Seneca be combined to reflect the merger. This post-
effective amendment does not seek to increase the total amount of
money which can be borrowed by all subsidiaries from the Money
Pool. It seeks only to allocate Empire's approved borrowing
limit of $30 million to Seneca, for a total Seneca borrowing
limit of $130 million, in order to reflect the merger of the two
subsidiaries.
Other than this reallocation of borrowing limits, all
terms and conditions of the Money Pool Order would continue to
apply to transactions between the Applicants and the Money Pool
after Commission approval of this Post-Effective Amendment.
PAGE 1
Seneca Resources Corporation ("Seneca") and Empire Exploration, Inc.
("Empire")
are wholly-owned subsidiaries of National Fuel Gas Company ("National").
National proposes to merge Empire into Seneca. The following condensed
financial statements assume that the merger of Empire into Seneca occurred as
of March 31, 1994.
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF MARCH 31, 1994
(UNAUDITED)
(THOUSANDS OF DOLLARS)
Adjustments
National Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $2,070,661 $2,070,661
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 571,864 571,864
1,498,797 0 1,498,797
CURRENT ASSETS 337,467 (4)(a) 337,463
OTHER ASSETS 212,938 212,938
$2,049,202 ($4) $2,049,198
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $37,097 $37,097
PAID IN CAPITAL 373,937 373,937
EARNINGS REINVESTED IN THE
BUSINESS 382,951 4 (a) 382,947
793,985 4 793,981
LONG TERM DEBT, NET OF
CURRENT PORTION 478,417 478,417
TOTAL CAPITALIZATION 1,272,402 4 1,272,398
CURRENT LIABILITIES 424,714 424,714
OTHER LIABILITIES 352,086 352,086
$2,049,202 $4 $2,049,198
SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
PAGE 2
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS
OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
National Dr. (Cr.) Pro Forma
OPERATING REVENUES $1,118,226 $1,118,226
OPERATING EXPENSES:
PURCHASED GAS 482,416 482,416
OPERATION EXPENSE 267,770 4 (a) 267,774
MAINTENANCE 27,045 27,045
PROPERTY, FRANCHISE &
OTHER TAXES 101,218 101,218
DEPRECIATION, DEPLETION &
AMORTIZATION 71,465 71,465
INCOME TAXES - NET 48,245 48,245
998,159 4 998,163
OPERATING INCOME 120,067 4 120,063
OTHER INCOME 3,963 3,963
INCOME BEFORE INTEREST CHARGES 124,030 4 124,026
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 36,668 36,668
OTHER INTEREST 11,608 11,608
48,276 0 48,276
INCOME BEFORE CUMULATIVE EFFECT $75,754 $4 $75,750
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 3,826 3,826
NET INCOME AVAILABLE FOR COMMON
STOCK $79,580 $4 $79,576
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT APRIL 1, 1993 359,965 359,965
439,545 4 439,541
DIVIDENDS ON COMMON STOCK 56,594 56,594
BALANCE AT MARCH 31, 1994 $382,951 $4 $382,947
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $2.08
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES $0.11
NET INCOME AVAILABLE FOR COMMON
STOCK $2.19
WEIGHTED AVG. COMMON SHARES
OUTSTANDING 36,410,456
SEE NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
PAGE 3
NATIONAL FUEL GAS COMPANY
PRO FORMA ADJUSTING JOURNAL ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
(a)
FEES & EXPENSES $4
CASH $4
To record the estimated expenses associated with the
merger of Empire into Seneca.
PAGE 4
NATIONAL FUEL GAS COMPANY
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to
88
of National Fuel Gas Company's September 30, 1993 Form 10-K are
incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15
of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated
herein by reference.
3) Analysis of Investments in Associated Companies at March 31, 1994
(thousands of dollars):
<TABLE>
<CAPTION>
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 $226,674 $412,149
Supply Corporation 25,345 6,562 2,453 125,217 159,577
Penn-York 29,332 2,521 31,853
Seneca Resources 500 92,245 6 (22,557) 70,194
Leidy Hub 4 1,038 (457) 585
Empire Exploration 15 11,714 4,997 16,726
Highland 5 445 3,508 3,958
UCI 1 5,959 (1,877) 4,083
Data-Track 1 499 80 580
National Fuel Resources 10 3,490 1,720 5,220
Consolidating Adjustment 15,525 15,525
114,384 243,620 7,095 355,351 720,450
Supply Corporation:
Empire Exploration 61 61
$114,384 $243,681 $7,095 $355,351 $720,511
</TABLE>
PAGE 5
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Empire Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $87,685 ($87,685)(a) $0
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATion 34,776 34,776 (a) 0
52,909 (52,909) 0
CURRENT ASSETS 3,256 (3,256)(a) 0
OTHER ASSETS 612 (612)(a) 0
$56,777 ($56,777) $0
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $15 $15 (a) $0
PAID IN CAPITAL 11,775 11,775 (a) 0
EARNINGS REINVESTED IN THE
BUSINESS 4,997 4,997 (a) 0
16,787 16,787 0
LONG-TERM DEBT, NET OF
CURRENT PORTION 0 0
TOTAL CAPITALIZATION 16,787 16,787 0
CURRENT LIABILITIES 26,023 26,023 (a) 0
OTHER LIABILITIES 13,967 13,967 (a) 0
$56,777 $56,777 $0
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 6
EMPIRE EXPLORATION, INC.
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Empire Dr. (Cr.) Pro Forma
OPERATING REVENUES $10,549 $10,549 (b) $0
OPERATING EXPENSES:
PURCHASED GAS 647 (647)(b) 0
OPERATION EXPENSE 3,036 (3,036)(b) 0
MAINTENANCE 0 0
PROPERTY, FRANCHISE &
OTHER TAXES 238 (238)(b) 0
DEPRECIATION, DEPLETION &
AMORTIZATION 3,565 (3,565)(b) 0
INCOME TAXES - NET 1,000 (1,000)(b) 0
8,486 (8,486) 0
OPERATING INCOME 2,063 2,063 0
OTHER INCOME 0 0 0
INCOME BEFORE INTEREST CHARGES 2,063 2,063 0
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 0 0
OTHER INTEREST 613 (613)(b) 0
613 (613) 0
INCOME BEFORE CUMULATIVE EFFECT $1,450 $1,450 $0
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 1,266 1,266 (b) 0
NET INCOME AVAILABLE FOR COMMON
STOCK $2,716 $2,716 $0
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT APRIL 1, 1993 2,281 4,997 (a) 0
(2,716)(b)
4,997 4,997 0
DIVIDENDS ON COMMON STOCK 0 0
BALANCE AT MARCH 31, 1994 $4,997 $4,997 $0
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 7
EMPIRE EXPLORATION, INC.
PRO FORMA ADJUSTING ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
(a)
COMMON STOCK $15
PAID IN CAPITAL $11,775
EARNINGS REINVESTED IN THE BUSINESS $4,997
CURRENT LIABILITIES $26,023
OTHER LIABILITIES $13,967
ACCUMULATED DEPR., DEPLETION & AMORTIZATION $34,776
PROPERTY, PLANT & EQUIPMENT $87,685
CURRENT ASSETS $3,256
OTHER ASSETS $612
To eliminate the balance sheet accounts of Empire as they
will be merged into Seneca.
(b)
OPERATING REVENUES $10,549
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES $1,266
PURCHASED GAS $647
OPERATION EXPENSE $3,036
PROPERTY, FRANCHISE & OTHER TAXES $238
DEPRECIATION, DEPLETION & AMORTIZATION $3,565
INCOME TAXES - NET $1,000
INTEREST CHARGES $613
NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,716
To eliminate the income statement accounts of Empire for the 12
months ending March 31, 1994 as they will be merged into Seneca.
PAGE 8
EMPIRE EXPLORATION, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to
88
of National Fuel Gas Company's September 30, 1993 Form 10-K are
incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15
of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated
herein by reference.
PAGE 9
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Seneca Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $341,163 $87,685 (a) $428,848
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 127,025 (34,776)(a) 134,851
28,111 (d)
(381)(e)
(780)(f)
214,138 79,859 293,997
CURRENT ASSETS 10,530 3,256 (a) 13,782
(4)(c)
OTHER ASSETS 1,376 612 (a) 1,988
$226,044 $83,723 $309,767
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $500 $500
PAID IN CAPITAL 92,245 (11,790)(a) 104,035
EARNINGS REINVESTED IN THE
BUSINESS (22,551) (4,997)(a) (3,751)
4 (c)
(16,611)(d)
(914)(d)
2,643 (d)
381 (e)
(131)(e)
825 (f)
70,194 (30,590) 100,784
LONG-TERM DEBT, NET OF
CURRENT PORTION 80,000 80,000
TOTAL CAPITALIZATION 150,194 (30,590) 180,784
CURRENT LIABILITIES 39,062 (26,023)(a) 65,085
OTHER LIABILITIES 36,788 (13,967)(a) 63,898
(13,229)(d)
131 (e)
(45)(f)
$226,044 ($83,723) $309,767
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 10
SENECA RESOURCES CORPORATION
PRO FORMA CONDENSED STATEMENTS OF INCOME
AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Seneca Dr. (Cr.) Pro Forma
OPERATING REVENUES $48,655 ($10,549)(b) $59,204
OPERATING EXPENSES:
PURCHASED GAS 382 647 (b) 1,029
OPERATION EXPENSE 14,102 3,036 (b) 17,142
4 (c)
MAINTENANCE 10 10
PROPERTY, FRANCHISE &
OTHER TAXES 1,489 238 (b) 1,727
DEPRECIATION, DEPLETION &
AMORTIZATION 18,445 3,565 (b) 25,034
2,643 (d)
381 (e)
INCOME TAXES - NET 967 1,000 (b) 922
(914)(d)
(131)(e)
35,395 10,469 45,864
OPERATING INCOME 13,260 (80) 13,340
OTHER INCOME 88 88
INCOME BEFORE INTEREST CHARGES 13,348 (80) 13,428
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 5,472 5,472
OTHER INTEREST 292 613 (b) 905
5,764 613 6,377
INCOME BEFORE CUMULATIVE EFFECT $7,584 $533 $7,051
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 2,600 (1,266)(b) 3,866
NET INCOME AVAILABLE FOR COMMON
STOCK $10,184 ($733) $10,917
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT APRIL 1, 1993 (32,735) (4,997)(a) (14,668)
2,716 (b)
(16,611)(d)
825 (f)
(22,551) (18,800) (3,751)
DIVIDENDS ON COMMON STOCK 0 0
BALANCE AT MARCH 31, 1994 ($22,551) ($18,800) ($3,751)
SEE NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS.
PAGE 11
SENECA RESOURCES CORPORATION
PRO FORMA ADJUSTING ENTRIES
AS OF MARCH 31, 1994
(UNAUDITED)
(Thousands of Dollars)
DEBIT CREDIT
(a)
PROPERTY, PLANT & EQUIPMENT $87,685
CURRENT ASSETS $3,256
OTHER ASSETS $612
ACCUMULATED DEPR, DEPLET & AMORTIZATION $34,776
CURRENT LIABILITIES $26,023
OTHER LIABILITIES $13,967
PAID IN CAPITAL $11,790
EARNINGS REINVESTED IN THE BUSINESS $4,997
To merge the assets, liabilities and capital of Empire into Seneca.
(b)
PURCHASED GAS $647
OPERATION EXPENSE $3,036
PROPERTY, FRANCHISE & OTHER TAXES $238
DEPRECIATION, DEPLETION & AMORTIZATION $3,565
INCOME TAXES - NET $1,000
INTEREST CHARGES $613
NET INC. AVAIL. FOR COMMON STOCK (Ret. Earnings) $2,716
OPERATING REVENUES $10,549
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES $1,266
To merge the income statement of Empire into Seneca.
(c)
FEES & EXPENSES $4
CASH $4
To record the estimated expenses associated with the
merger of Empire into Seneca.
(d)
ACCUMULATED DEPRECIATION, DEPLETION & AMORTIZATION $28,111
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $2,643
EARNINGS REINVESTED IN THE BUSINESS $16,611
ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities) $13,229
DEFERRED INCOME TAX EXPENSE $914
To eliminate the full cost write down for Seneca and Empire. Since all
exploration and production has been consolidated into Seneca, the full cost
pool on a consolidated basis does not exceed the ceiling limit.
(e)
DEPRECIATION, DEPLETION & AMORTIZATION EXPENSE $381
ACC. DEFERRED INCOME TAX LIABILITY (Other Liabilities) $131
ACC. DEPRECIATION, DEPLETION & AMORTIZATION $381
DEFERRED INCOME TAX EXPENSE $131
To record the current year consolidated DD & A adjustment on Seneca's
books since all exploration and production activity has been
merged into Seneca.
(f)
EARNINGS REINVESTED IN THE BUSINESS $825
ACC. DEF. INCOME TAX LIABILITY (Other Liabilities) $45
ACC. DEPRECIATION, DEPLETION & AMORTIZATION $780
To record the prior year's impact of the consolidated DD & A
adjustment on Seneca's books since all exploration and production
activity has been merged into Seneca.
PAGE 12
SENECA RESOURCES CORPORATION
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 57 to
88
of National Fuel Gas Company's September 30, 1993 Form 10-K are
incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 8 to 15
of National Fuel Gas Company's March 31, 1994 Form 10-Q are incorporated
herein by reference.
