PAGE 1 OF 5
FILE NO. 70-8297
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO APPLICATION - DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Names of companies filing this statement and addresses of principal
executive offices:
National Fuel Gas Company National Fuel Gas
10 Lafayette Square Distribution Corporation
Buffalo, New York 14203 10 Lafayette Square
Buffalo, New York 14203
National Fuel Gas
Supply Corporation Seneca Resources Corporation
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York l4203
Utility Constructors, Inc. Highland Land & Minerals, Inc.
East Erie Extension 10 Lafayette Square
Linesville, Pennsylvania 16424 Buffalo, New York 14203
Leidy Hub, Inc. Data-Track Account Services, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
National Fuel Resources, Inc.
478 Main Street
Buffalo, New York l4202
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
P. C. Ackerman R. M. DiValerio
Senior Vice President Secretary
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
PAGE 2 OF 5
Item 1. Description of Proposed Transactions
National Fuel Gas Company ("National") is a public utility
holding company registered under the Public Utility Holding Company
Act of 1935, as amended ("Act"). National has carried on its
short-term borrowing program and intra-system short-term financing
arrangements through the National Fuel Gas System Money Pool ("System
Money Pool").
By notice in this proceeding dated November 12, 1993 (HCAR
No. 35-25925), the Securities and Exchange Commission ("Commission")
published notice of the request of National to issue and sell
commercial paper and/or incur borrowings under short-term credit
facilities with banks or other financial institutions, to use a
portion of such borrowings for its own corporate purposes, and loan a
portion of the proceeds to its wholly-owned subsidiaries through
December 31, 1995. Such notice evidenced National's request to
borrow up to $10,000,000 for its own corporate purposes.
By Order dated December 29, 1993 (HCAR No. 35-25964), the
Commission authorized National to borrow up to $5,000,000 for its own
use. The Commission reserved jurisdiction over the remaining
$5,000,000 of borrowing authority requested by National.
In early 1995, National stopped issuing new shares under its
dividend reinvestment and customer stock purchase plans. National
elected to make open market purchases of the shares necessary to
fulfill the needs of those plans. National made such election to
keep its debt-equity ratio in balance. As a result of such change,
however, the amount of working capital that National will have
available is expected to decrease.
Between now and the end of December, 1995, National expects
to need an additional $5,000,000 in working capital available. Such
working capital will be used to fund quarterly dividend payments
and/or to make open account advances or capital contributions to its
subsidiaries under Rule 52 of the Act.
Accordingly, National has filed this Post-Effective
Amendment No. 4 (Note: Post-Effective Amendment No. 3 was filed on
July 10, 1995 under Edgar Accession No. 0000070145-95-000055. It was
withdrawn by a letter of withdrawal on August 2, 1995 under Accession
No. 0000070145-95-000063.) to request the Commission to release
jurisdiction over the remaining $5,000,000 of borrowings requested by
National so that its short-term borrowing authority would total
$10,000,000 through December 31, 1995.
Repayment of the short-term borrowings by National is
expected to be made from internally generated funds (dividends
received from the earned surplus of its wholly-owned subsidiaries),
and from the issuance of long term and/or medium term debt or from
the resumption of the issuance of new shares under its dividend
reinvestment and customer stock purchase plans.
PAGE 3 OF 5
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, and 12(b) of the Act and Rules 23, 24, 42,
45 and 52 to be undertaken by National are considered applicable to
the transactions proposed.
The applicability of each of the sections and rules to each
of the proposed transactions are set out as follows:
Proposed Transaction Applicable Provisions
Issuance of short-term Sec. 6(a)(1)
notes by National Sec. 7
for its own corporate
purposes.
Capital contributions Rule 45
and/or open account Rule 52
advances by National to
Subsidiaries.
Repayment of borrowed Rule 42
funds by National.
To the extent that the proposed transactions are considered
by the Commission to require authorization, approval or exemption
under any section of the Act or provision of the rules or regulations
other than those specifically set forth herein, request for such
authorization, approval or exemption is hereby made.
Item 5. Procedure
The Commission is requested to issue an Order permitting
this Post-Effective Amendment to become effective on or before
October 30, 1995 so that working capital may be made available to
National for its operational needs.
Item 6. Exhibits and Financial Statements
The following financial statements are filed as part of this
Post-Effective Amendment No. 4:
(b) Financial Statements:
S-1 Consolidated Balance Sheet of National Fuel Gas
Company and Participating Subsidiaries at May 31, 1995.
S-2 Consolidated Income Statement for National Fuel
Gas Company and Subsidiaries for the 12 months ended May 31,
1995.
PAGE 4 OF 5
S-3 Balance Sheet of National at May 31, 1995.
S-4 Income Statement of National for the 12 months
ended May 31, 1995.
S-5 Projected Cash Flow Statement showing projections
of cash flows for National.
S-6 Financial Data Schedule for National Fuel Gas
Company.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
Statement to be signed on their behalf by the undersigned thereunto
duly authorized.
Dated: September 25, 1995
NATIONAL FUEL GAS COMPANY
By /s/ Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/ Gerald T. Wehrlin
Gerald T. Wehrlin
Senior Vice President and
Controller
NATIONAL FUEL GAS SUPPLY CORPORATION
By /s/ Richard M. DiValerio
Richard M. DiValerio
Secretary
PAGE 5 OF 5
SENECA RESOURCES CORPORATION
By /s/ Gerald T. Wehrlin
Gerald T. Wehrlin
Controller
UTILITY CONSTRUCTORS, INC.
By /s/ David F. Smith
David F. Smith
Secretary
HIGHLAND LAND & MINERALS, INC.
By /s/ Philip C. Ackerman
Philip C. Ackerman
President
LEIDY HUB, INC.
By /s/ Gerald T. Wehrlin
Gerald T. Wehrlin
Secretary and Treasurer
DATA-TRACK ACCOUNT SERVICES, INC.
By /s/ Philip C. Ackerman
Philip C. Ackerman
President
NATIONAL FUEL RESOURCES, INC.
By /s/ Robert J. Kreppel
Robert J. Kreppel
President
\jes\monypool\pea#4b95.wp
PAGE 1 OF 2 EXHIBIT S-1
FILE NO. 70-8297
POST-EFFECTIVE AMENDMENT NO. 4
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT MAY 31, 1995
(UNAUDITED)
(Thousands of Dollars)
ASSETS
PROPERTY, PLANT AND EQUIPMENT $2,262,962
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 654,151
1,608,811
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 14,974
RECEIVABLES - NET 140,924
UNBILLED UTILITY REVENUE 19,261
GAS STORED UNDERGROUND 9,619
MATERIALS AND SUPPLIES 24,230
PREPAYMENTS 24,076
233,084
OTHER ASSETS
RECOVERABLE FUTURE TAXES 99,020
UNAMORTIZED DEBT EXPENSE 26,811
OTHER REGULATORY ASSETS 32,647
DEFERRED CHARGES 10,740
OTHER 32,133
201,351
TOTAL ASSETS $2,043,246
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $ 37,421
PAID IN CAPITAL 382,797
EARNINGS REINVESTED IN THE
BUSINESS 411,666
831,884
LONG TERM DEBT, NET OF
CURRENT PORTION 454,000
TOTAL CAPITALIZATION 1,285,884
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE TO BANKS AND
COMMERCIAL PAPER 92,800
CURRENT PORTION OF LONG-TERM
DEBT 79,500
ACCOUNTS PAYABLE 40,212
AMOUNTS PAYABLE TO CUSTOMERS 58,570
OTHER ACCRUALS AND CURRENT
LIABILITIES 113,702
384,784
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES 282,726
TAXES REFUNDABLE TO CUSTOMERS 31,688
UNAMORTIZED INVESTMENT TAX CREDIT 13,600
OTHER DEFERRED CREDITS 44,564
372,578
TOTAL CAPITALIZATION AND LIABILITIES $2,043,246
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE 2 OF 2
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
1) The Notes to the Consolidated Financial Statements appearing on pages
58 to 88 of National Fuels Gas Company's September 30, 1994 Form 10-K
are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 7 -
11 of National Fuel Gas Company's December 31, 1994 Form 10-Q and pages
8 - 13 of National Fuel Gas Company's March 31, 1995 Form 10-Q are
incorporated herein by reference.
3) Analysis of Investments in Associated Companies at May 31, 1995 (per
Books):
<TABLE>
<CAPTION>
Earnings
Reinvested
Par or in the Unremitted Total Investment
Stated Value Business Earnings in Associated
of Subsidiary Paid in at Since Companies at
Stock Capital Acquition Acquisition Equity
<S> <C> <C> <C> <C> <C>
National Fuel Gas Company:
National Fuel Gas Distribution $ 59,170 $121,668 $ 4,636 $235,401 $420,875
National Fuel Gas Supply Corporation 25,345 35,833 2,453 141,027 204,658
Seneca Resources Corporation 500 104,035 6 8,013 112,554
Leidy Hub, Inc. 4 1,038 (416) 626
Highland Land & Minerals, Inc. 5 445 4,542 4,992
Utility Constructors, Inc. 1 5,959 (2,534) 3,426
Data-Track Account Services, Inc. 1 499 106 606
National Fuel Resources, Inc. 10 3,490 3,660 7,160
Consolidating Adjustment 5,902 5,902
85,036 272,967 7,095 395,701 760,799
National Fuel Gas Supply Corporation:
Seneca Resources Corporation 61 61
$ 85,036 $273,028 $ 7,095 $395,701 $760,860
</TABLE>
PAGE 1 OF 2 EXHIBIT S-2
FILE NO. 70-8297
POST-EFFECTIVE AMENDMENT NO. 4
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MAY 31, 1995
(UNAUDITED)
(Thousands of Dollars)
OPERATING REVENUES $988,346
OPERATING EXPENSES:
PURCHASED GAS 359,374
OPERATION EXPENSE 266,301
MAINTENANCE 26,611
PROPERTY, FRANCHISE &
OTHER TAXES 94,467
DEPRECIATION, DEPLETION &
AMORTIZATION 72,021
INCOME TAXES - NET 45,102
863,876
OPERATING INCOME 124,470
OTHER INCOME 5,351
INCOME BEFORE INTEREST CHARGES 129,821
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 40,355
OTHER INTEREST 11,878
52,233
INCOME BEFORE CUMULATIVE EFFECT 77,588
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589)
NET INCOME AVAILABLE FOR COMMON
STOCK 76,999
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT JUNE 1, 1994 393,398
470,397
DIVIDENDS ON COMMON STOCK 58,731
BALANCE AT MAY 31, 1995 $411,666
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $ 2.08
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (0.02)
NET INCOME AVAILABLE FOR COMMON
STOCK $ 2.06
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 37,327,945
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
PAGE 2 OF 2
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
1) The Notes to the Consolidated Financial Statements appearing on pages
58 to 88 of National Fuels Gas Company's September 30, 1994 Form 10-K
are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing on pages 7 -
11 of National Fuel Gas Company's December 31, 1994 Form 10-Q and pages
8 - 13 of National Fuel Gas Company's March 31, 1995 Form 10-Q are
incorporated herein by reference.
3) Analysis of Investments in Associated Companies at May 31, 1995 (per
Books):
<TABLE>
<CAPTION>
Earnings
Reinvested
Par or in the Unremitted Total Investment
Stated Value Business Earnings in Associated
of Subsidiary Paid in at Since Companies at
Stock Capital Acquition Acquisition Equity
<S> <C> <C> <C> <C> <C>
National Fuel Gas Company:
National Fuel Gas Distribution $ 59,170 $121,668 $ 4,636 $235,401 $420,875
National Fuel Gas Supply Corporation 25,345 35,833 2,453 141,027 204,658
Seneca Resources Corporation 500 104,035 6 8,013 112,554
Leidy Hub, Inc. 4 1,038 (416) 626
Highland Land & Minerals, Inc. 5 445 4,542 4,992
Utility Constructors, Inc. 1 5,959 (2,534) 3,426
Data-Track Account Services, Inc. 1 499 106 606
National Fuel Resources, Inc. 10 3,490 3,660 7,160
Consolidating Adjustment 5,902 5,902
85,036 272,967 7,095 395,701 760,799
National Fuel Gas Supply Corporation:
Seneca Resources Corporation 61 61
$ 85,036 $273,028 $ 7,095 $395,701 $760,860
</TABLE>
EXHIBIT S-3
FILE NO. 70-8297
POST-EFFECTIVE AMENDMENT NO. 4
NATIONAL FUEL GAS COMPANY - PARENT
BALANCE SHEET
AT MAY 31, 1995
(UNAUDITED)
(Thousands of Dollars)
ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 244
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 111
133
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 7,149
NOTES RECEIVABLE - INTERCOMPANY 241,400
ACCOUNTS RECEIVABLE - INTERCOMPANY 11,471
OTHER ACCOUNTS RECEIVABLE 7,725
PREPAYMENTS 1,500
269,245
OTHER ASSETS
INVESTMENT IN ASSOCIATED COMPANIES 760,799
NOTES RECEIVABLE - INTERCOMPANY 454,965
UNAMORTIZED DEBT EXPENSE 4,204
DEFERRED CHARGES 1,527
OTHER 3,293
1,224,788
TOTAL ASSETS $1,494,166
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $ 37,421
PAID IN CAPITAL 382,797
EARNINGS REINVESTED IN THE
BUSINESS 411,666
831,884
LONG-TERM DEBT, NET OF CURRENT
PORTION 454,000
TOTAL CAPITALIZATION 1,285,884
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE TO BANKS AND
COMMERCIAL PAPER 92,800
NOTES PAYABLE - INTERCOMPANY 12,500
CURRENT PORTION OF LONG-TERM
DEBT 79,500
ACCOUNTS PAYABLE-OTHER 71
ACCOUNTS PAYABLE-INTERCOMPANY 10,639
OTHER ACCRUALS AND CURRENT
LIABILITIES 11,427
206,937
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (206)
OTHER DEFERRED CREDITS 1,551
1,345
TOTAL CAPITALIZATION AND LIABILITIES $1,494,166
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FILED IN EXHIBIT S-1.
EXHIBIT S-4
FILE NO. 70-8297
POST-EFFECTIVE AMENDMENT NO. 4
NATIONAL FUEL GAS COMPANY - PARENT
STATEMENTS OF INCOME AND
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MAY 31, 1995
(UNAUDITED)
(Thousands of Dollars)
OPERATING REVENUES $ -
OPERATING EXPENSES:
OPERATION EXPENSE 5,929
PROPERTY, FRANCHISE &
OTHER TAXES 1,036
DEPRECIATION, DEPLETION &
AMORTIZATION 6
INCOME TAXES - NET 480
7,451
OPERATING INCOME (7,451)
OTHER INCOME:
UNREMITTED EARNINGS OF
SUBSIDIARIES 30,728
DIVIDENDS OF SUBSIDIARIES 49,116
INTEREST-INTERCOMPANY 53,095
OTHER INTEREST 513
133,452
INCOME BEFORE INTEREST CHARGES 126,001
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 40,355
INTEREST - INTERCOMPANY 2,039
OTHER INTEREST 6,019
48,413
INCOME BEFORE CUMULATIVE EFFECT 77,588
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589)
NET INCOME 76,999
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT JUNE 1, 1994 393,398
470,397
DIVIDENDS ON COMMON STOCK 58,731
BALANCE AT MAY 31, 1995 $411,666
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $ 2.08
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (0.02)
NET INCOME AVAILABLE FOR COMMON
STOCK $ 2.06
WEIGHTED AVG. COMMON SHARES
OUTSTANDING 37,327,945
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FILED IN EXHIBIT S-1.
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY EXHIBIT S-5
PROJECTED STATEMENT OF CASH FLOWS FILE NO. 70-8297
POST-EFFECTIVE AMENDMENT NO. 4
$000 OMITTED PAGE 1 OF 1
CALENDAR YEAR 1995
Sep-95 Oct-95 Nov-95 Dec-95
<S> <C> <C> <C> <C>
CASH RECEIVED FROM OPERATIONS: $ 834 $ 1,040 $ 8,331 $ 3,467
CASH USED IN OPERATIONS (1,884) (2,032) (6,276) (4,524)
NET CASH PROVIDED BY OPERATIONS (1,050) (992) 2,055 (1,057)
CASH USED IN INVESTING ACTIVITIES (2,379) (6,469) (314) (1,135)
CASH FLOWS FROM FINANCING:
DIVIDENDS RECEIVED FROM SUBSIDIARIES 0 14,355 0 0
MEDIUM/LONG TERM DEBT 0 0 0 58,500
MEDIUM/LONG TERM DEBT 0 0 0 (58,500)
COMMON STOCK DIVIDENDS 0 (15,156) 0 (15,156)
NET CASH PROVIDED (USED) BY FINANCING 0 (801) 0 0
SHORT TERM DEBT BALANCE (8/95 $2,300) $ (1,129) $ (9,391) $ (7,650) $ (9,842)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
NATIONAL FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000070145
<NAME> NATIONAL FUEL GAS COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> JUN-01-1994
<PERIOD-END> MAY-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,608,811
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 233,084
<TOTAL-DEFERRED-CHARGES> 10,740
<OTHER-ASSETS> 190,611
<TOTAL-ASSETS> 2,043,246
<COMMON> 37,421
<CAPITAL-SURPLUS-PAID-IN> 382,797
<RETAINED-EARNINGS> 411,666
<TOTAL-COMMON-STOCKHOLDERS-EQ> 831,884
0
0
<LONG-TERM-DEBT-NET> 454,000
<SHORT-TERM-NOTES> 72,800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 20,000
<LONG-TERM-DEBT-CURRENT-PORT> 79,500
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 585,062
<TOT-CAPITALIZATION-AND-LIAB> 2,043,246
<GROSS-OPERATING-REVENUE> 988,346
<INCOME-TAX-EXPENSE> 45,102
<OTHER-OPERATING-EXPENSES> 818,774
<TOTAL-OPERATING-EXPENSES> 863,876
<OPERATING-INCOME-LOSS> 124,470
<OTHER-INCOME-NET> 5,351
<INCOME-BEFORE-INTEREST-EXPEN> 129,821
<TOTAL-INTEREST-EXPENSE> 52,233
<NET-INCOME> 76,999
0
<EARNINGS-AVAILABLE-FOR-COMM> 76,999
<COMMON-STOCK-DIVIDENDS> 58,731
<TOTAL-INTEREST-ON-BONDS> 40,355
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 2.06
<EPS-DILUTED> 2.06
</TABLE>
