PAGE 1 OF 16
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
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 14203
Utility Constructors, Inc. Highland Land & Minerals, Inc.
East Erie Extension 10 Lafayette Square
Linesville, Pennsylvania 16424 Buffalo, New York 14203
Leidy Hub, Inc. Data-Track Account Services, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York l4203
National Fuel Resources, Inc. Horizon Energy Development, Inc.
478 Main Street 10 Lafayette Square
Buffalo, New York 14202 Buffalo, New York 14203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
P. C. Ackerman A. M. Cellino, Secretary
Senior Vice President National Fuel Gas Company
National Fuel Gas Company 10 Lafayette Square
10 Lafayette Square Buffalo, New York 14203
Buffalo, New York 14203
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Kyle G. Storie, Esq.
National Fuel Gas Distribution Corporation
10 Lafayette Square, Suite 1500
Buffalo, New York 14203
PAGE 2 OF 16
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"). Each
wholly-owned subsidiary of National has joined in this
application-declaration. Such subsidiaries include National Fuel
Gas Distribution Corporation ("Distribution"), National Fuel Gas
Supply Corporation ("Supply"), Seneca Resources Corporation
("Seneca"), Utility Constructors, Inc. ("UCI"), Highland Land &
Minerals, Inc. ("Highland"), Leidy Hub, Inc. ("Leidy"), Horizon
Energy Development, Inc. ("Horizon"), Data-Track Account Services,
Inc. ("Data-Track"), and National Fuel Resources, Inc. ("NFR").
National and its subsidiaries are collectively referred to herein
as the National Fuel Gas System ("System").
National and its subsidiaries have filed this
application-declaration in connection with their 1996-2000
short-term financing program. Applicant-declarants seek
authorization from the Commission for National to renew and/or
increase its commercial paper facilities and to establish external
short-term credit facilities through December 31, 2000.
Applicant-declarants further seek authorization for
National to issue commercial paper and/or incur borrowings for its
own account and also to loan some or all of the proceeds from such
borrowings to its subsidiaries to the extent that such loans are
not exempt under 17 CFR 250.52 ("Rule 52"). In addition,
authorization is requested for National to continue a money pool
arrangement among National and its subsidiaries.
Further, National has and will continue to enter into
interest rate and currency exchange agreements ("Swap Agreements")
with one or more parties in order to achieve interest rate
protection with respect to a portion of its short-term
indebtedness which may be outstanding from time to time. National
hereby seeks authority to allocate expenses, payments and receipts
associated with such interest swaps amongst its subsidiaries
participating in the money pool arrangement.
BORROWING REQUIREMENTS
Pursuant to Rule 52, loans from National to any of its
subsidiaries except Distribution are exempt transactions under the
Act. Since, however, National must obtain authorization to borrow
the funds it lends to its subsidiaries, the following information
regarding the borrowing requirements of National and each of its
subsidiaries is being provided to substantiate the dollar amount
of borrowings for which National is seeking authorization.
PAGE 3 OF 16
National
It is anticipated that, from to time during 1996 through
2000, National may need to incur short-term borrowings for its own
corporate purposes, including Project Activities as described
below under Horizon's borrowing requirements, in amounts up to $75
million.
Distribution
It is anticipated that, from time to time during 1996
through 2000, Distribution will need to incur short term
borrowings of up to $315 million from sources external to
Distribution. This borrowing requirement arises in connection
with Distribution's construction program, the financing of
purchased gas costs and accounts receivable, the financing of gas
supplies to be placed in storage, the payment of pipeline demand
charges, the maturity or refunding of medium-term and/or long term
notes and debentures, and other general corporate purposes.
Supply
It is anticipated that, from time to time during 1996
through 2000, Supply will need to incur short-term borrowings of
up to $175 million from sources external to Supply. This
borrowing requirement arises in connection with Supply's proposed
construction program, working capital requirements in connection
with the provision of natural gas storage and transportation
services, the financing of accounts receivable, the maturity or
refunding of medium-term and/or long term notes and debentures,
and other general corporate purposes.
Seneca
It is anticipated that, from time to time during 1996
through 2000, Seneca will need to incur short-term borrowings of
up to $200 million from sources external to Seneca. This
borrowing requirement arises from Seneca's oil and gas exploration
program, including lease acquisition, geological and geophysical
programs, well construction and completion, the construction or
acquisition of production and transportation facilities, the
maturity or refunding of medium-term and/or long term notes and
debentures, and other general corporate purposes.
UCI
UCI ceased active operations on May 15, 1995 and sold its
operating assets on May 23, 1995. It is anticipated that UCI will
wind up its business and be dissolved. There are, however,
outstanding legal and operating issues which need to be addressed.
Accordingly, it is anticipated that, from time to time during 1996
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through 2000, UCI will need to incur short-term borrowings of up
to $3 million from sources external to UCI.
Highland
It is anticipated that, from time to time during 1996
through 2000, Highland will need to incur short-term borrowings of
up to $5 million from sources external to Highland. This
borrowing requirement will enable Highland to have an available
source of capital to replace existing equipment or acquire
additional equipment. Also, this capital could be used to
increase internal inventory levels (i.e., stockpile logs or
timber), to finance its own accounts receivable resulting from
possible increased volumes of business, and the differences in the
timing between the payments made to subcontractors and the
payments received from customers, and for other general corporate
purposes.
Leidy
It is anticipated that, from time to time during 1996
through 2000, Leidy will need to incur short-term borrowings of up
to $5 million from sources external to Leidy. This borrowing
requirement will arise in connection with Leidy's natural gas
market area hub activities including Leidy's participation in
Ellisburg-Leidy Northeast Hub Company, Enerchange, L.L.C. and
QuickTrade, L.L.C. and for other general corporate purposes.
Data-Track
It is anticipated that, from time to time during 1996
through 2000, Data-Track will need to incur short-term borrowings
of up to $1 million from sources external to Data-Track. This
borrowing requirement will arise from the acquisition of and/or
operating expenses of computerized telephone equipment to be
utilized in Data-Track's collection efforts undertaken on behalf
of System companies, and for other general corporate purposes.
NFR
It is anticipated that, from time to time during 1996
through 2000, NFR will need to incur short-term borrowings of up
to $25 million from sources external to NFR. This borrowing
requirement will arise in connection with the acquisition and
marketing/brokering of natural gas and electricity (if and when
NFR's electric brokering/marketing U-1 (File No. 70-8651) is
approved), the development of gathering, production and storage
facilities related to its gas marketing efforts, development of
independent power projects (upon approval of the Commission, if
necessary) and for other general corporate purposes.
PAGE 5 OF 16
Horizon
It is anticipated that, from time to time, during 1996
through 2000, Horizon will need to incur short-term borrowings of
up to $75 million from sources external to Horizon. This
borrowing requirement will arise from Project Activities
undertaken by Horizon under authority granted by the Commission in
File No. 70-8649; HCAR 35-26364, August 29, 1995. Project
Activities include development activities concerning investments
in, and financing the acquisition of, one or more companies
("Intermediate Companies') engaged directly or indirectly and
exclusively in the business of holding the securities of one or
more exempt wholesale generators, ("EWGs"), and foreign utility
companies ("FUCOs"). Project Activities also include consulting
services and development activities throughout the United States
regarding qualifying cogeneration and small power production
facilities as defined in the Public Utility Regulatory Policies
Act of 1978, and independent power production facilities.
Neither National nor any of its subsidiaries currently
has an ownership interest in an EWG or a FUCO as defined in
Sections 32 and 33 of the Act. None of the proceeds from the sale
of commercial paper and/or short-term notes by National or any of
its subsidiaries will be used for the acquisition of an interest
in an EWG or a FUCO with the exception of the following (i)
Project Activities of National and Horizon described in File No.
70-8649 and authorized in HCAR 35-26364 (August 29, 1995) and (ii)
investment by NFR or a subsidiary of NFR (if and when formed) of
up to $25 million in all or a portion of an EWG(s) or FUCO(s).
MONEY POOL ARRANGEMENT
At certain times during the year, National and certain of
its subsidiaries generate surplus funds. Previously, the
Commission has authorized short-term loans of such surplus funds
between subsidiaries participating in the money-pool arrangement
(File No. 70-6927: HCAR No. 23193 December 30, 1983, HCAR No.
23598, February 12, 1985; File No. 70-7177: HCAR No. 23958,
December 20, 1985, HCAR No. 24435, August 3, 1987; File
No. 70-7438: HCAR No. 24551, December 29, 1987, HCAR No. 24551A,
January 7, 1988, HCAR No. 24785, December 20, 1988; File No.
70-7691: HCAR No. 25013, December 27, 1989, HCAR No. 25265, March
5, 1991; File No. 70-7894 HCAR No. 25439, December 23, 1991; File
No. 70-8297: HCAR No. 25964, December 29, 1993). National
proposes that such intra-system borrowing arrangements be
authorized to continue in the form of a money pool arrangement.
During the years 1996 through 2000, it is anticipated that
National and/or its subsidiaries will have, on an aggregate basis,
as much as $30 million in surplus funds at any particular point
in time which could be made available to other subsidiaries
through the money pool. Each
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subsidiary may contribute excess funds to the money pool from time
to time.
National will administer the money pool and coordinate
the System's short-term borrowings. Borrowings outside the
System, when necessary, will be made by National through the
issuance and sale of commercial paper and/or borrowings from banks
or other financial institutions. Such borrowed amounts will be
included in the money pool. Thus, the money pool funds will be
derived from one or more of the following sources:
1) surplus funds of National and/or of its subsidiaries;
2) proceeds from National's sale of commercial paper;
3) borrowings by National from banks or other financial
institutions.
National proposes to administer the money pool by
matching up, to the extent possible, the short-term cash surpluses
and borrowing requirements of itself and its subsidiaries.
Subsidiary requests for short-term loans would be met first from
available surplus funds of the other subsidiaries, and then from
National's corporate funds, to the extent available. Once these
sources of funds become insufficient to meet the short-term loan
requests, borrowings will be made by National through the issuance
and sale of commercial paper and/or under borrowing facilities
with banks or other financial institutions.
Borrowings from the Money Pool
Pursuant to Rule 52, borrowings from the money pool by
any of National's subsidiaries except Distribution are exempt
transactions under the Act. Distribution hereby seeks approval to
make borrowings from the money pool up to a maximum principal
amount of $315 million. Distribution proposes to repay borrowings
from the money pool principally by means of funds received as a
result of providing services to its customers under its tariffs,
and from the possible sale of debt or equity securities.
National will not make borrowings from any of the
subsidiaries through the money pool. National's borrowings, if
any, will be directly from commercial paper issuances and/or
borrowings from banks or other financial institutions.
Borrowings from the money pool, and repayments thereof,
will be adequately documented and will be evidenced on the books
of each participant who is borrowing funds or lending surplus
funds through the money pool.
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If only internal funds (surplus funds of National and
certain subsidiaries) make up the funds available in the money
pool, the interest rate applicable and payable to or by
subsidiaries for all loans of such internal funds will be the
rates for high-grade unsecured 30-day commercial paper sold
through dealers by major corporations as quoted in The Wall Street
Journal.
If external funds (funds borrowed by National either
through commercial paper or loans from banks or other financial
institutions) make up all of the funds available in the money
pool, or when both surplus funds from other participating
subsidiaries and external funds are concurrently borrowed through
the money pool, the interest rate applicable to all such
borrowings and payable by borrowing subsidiaries will be equal to
National's net cost for such external borrowings.
Interest will be payable by the borrowing subsidiary
until the principal amount borrowed is fully repaid.
Commercial Paper/Lines of Credit
If intra-system sources of funds are insufficient to meet
short-term loan requests, National proposes to issue and sell from
time to time during the period from January 1, 1996, through
December 31, 2000, (i) up to $300 million aggregate principal
amount at any one time outstanding of its commercial paper
directly or through one or more dealers or placement agents,
and/or (ii) short-term unsecured notes to banks or financial
institutions. National will make the proceeds from such
borrowings available to its subsidiaries through the money pool.
While National's current commercial paper program and
current committed line of credit are each $105 million, it may
decrease its commercial paper program, or increase its commercial
paper program up to as much as $300 million, at any given point
over the next five years. If National were to increase its
commercial paper program, it would likely increase its current
committed line of credit by an amount equal to any increase in
the commercial paper program.
The maximum interest rate which National will pay on
commercial paper shall not exceed 200 basis points over U.S.
Treasury Securities having comparable terms to maturity in effect
on the date of issue.
Credit Facilities with Banks and other
Financial Institutions
National proposes to establish credit facilities with
various banks and/or other financial institutions and to issue and
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sell from time to time during the period from January 1, 1996
through December 31, 2000, short-term unsecured notes in an
aggregate principal amount not to exceed $600 million. These
proceeds will be made available to National's subsidiaries through
the money pool. National's aggregate principal amount of external
short-term unsecured notes and commercial paper outstanding at any
one time shall never exceed $600 million.
The banks and financial institutions with which National
currently has credit facilities, and the estimated maximum
principal amount to be borrowed and outstanding at any one time
from each of them, are as follows:
Amount of Line
The Chase Manhattan Bank, N.A. $125 million
Fleet Bank of New York, N.A. $35 million
Manufacturers and Traders Trust Company $70 million
Marine Midland Bank, N.A. $70 million
Chemical Bank $50 million
Premium Funding, Inc. $50 million
PNC Bank, N.A. $40 million
Citicorp Securities, Inc. $50 million
Industrial Bank of Japan, Limited
New York Branch/Industrial Funding
Corporation $35 million
Bank of Boston $20 million
Broadway Capital Corporation $50 million
A credit facility with any listed bank or financial
institution may be revised or terminated and other banks or financial
institutions may be added to the list from time to time. The
borrowing arrangements with these banks or financial institutions may
require compensating balances and/or commitment fees or similar fees.
National requests authority to incur, if necessary, commitment or
similar fees not to exceed one-half (1/2) of one percent (1%) of
average daily credit facility available, and/or compensating balances
not to exceed twenty percent (20%) of the credit facility
established. National, at all times, will attempt to negotiate the
most favorable effective borrowing rate taking into account any
compensating balances and/or fees.
PAGE 9 OF 16
In addition to the credit facilities noted above, National
has obtained a committed credit facility of $105 million which is
shared among most of the banks listed above and is administered by
Chase Manhattan Bank, N.A., as agent for the various banks. This
committed facility acts as a back-up for National's commercial paper
facilities, and likely will be modified by the same amount as any
modification in the commercial paper facilities.
Under each of these credit facilities, each unsecured note
will be issued by National, will be dated as of the date of issue,
will mature not later than twelve months from the date thereof. The
notes issued and sold will bear interest up to the prime or base rate
of interest in effect at each individual bank.
The maximum interest rate which National will pay on
short-term notes shall not exceed 200 basis points over U.S. Treasury
Securities having comparable terms to maturity in effect on the date
of issue.
Interest Rate and Currency Exchange Agreements
In addition to the commercial paper and credit facilities
discussed above, National has and will continue to enter into
interest rate and currency exchange agreements ("Swap Agreement(s)")
with one or more parties ("Counterparty") on or before December 31,
2000. The term of each Swap Agreement could range from one month up
to five years. The maximum principal amount of outstanding debt that
would be covered under the Swap Agreements ("Covered Amounts") will
not exceed $300 million.
Through the Swap Agreements, National could effectively fix
the interest rate on a portion of its outstanding short-term debt.
The fixed interest rate would be negotiated between the parties to
the Swap Agreement, and would be fixed for a period from one month to
five years. The fixed interest rate for the Swap Agreement could
also be based on a published index such as a LIBOR index or a
commercial paper based index calculated by the Federal Reserve (H15).
In no event will National enter into a Swap Agreement for a
Covered Amount where the effective fixed rate of interest paid by
National for such Covered Amount, inclusive of any intermediary fee,
would exceed by more than 2.0% per annum, at the time of entering
into any such Swap Agreement for a Covered Amount, the yield on
direct obligations of the U.S. Government (i.e. Treasury Bonds,
Notes, and Bills) as published by the Federal Reserve with maturities
comparable to the maturity of such a swap contract.
PAGE 10 OF 16
Allocation of Costs
Costs, in the form of compensating balances and/or
commitment or other fees, may be incurred to support the credit
facilities. The aggregate of the operating balances of National,
Distribution, Supply, Seneca, UCI, Highland, Leidy, Data-Track,
Horizon and NFR are expected to cover the required compensating
balance amounts.
From time to time, National may be obligated to pay
arrangement fees and/or legal fees and other expenses in connection
with Swap Agreements. National hereby requests authority to allocate
all such fees and expenses together with the payments made to or
received from a Counterparty among each of applicant-declarants based
upon each respective subsidiary's weighted average amount of
borrowings outstanding during the period when such amounts are paid
or received. In no event will National be authorized to allocate the
costs or expenses for any Swap Agreements with a principal amount in
excess of $300 million at any one time outstanding, and at no time
will National be authorized to allocate such costs or expenses among
the applicants-declarants if such costs and expenses would increase
the cost of borrowing from the Money Pool by the applicant-declarants
above the yield on direct U.S. Government Obligations with comparable
maturities plus 2.0%.
Item 2. Fees, Commissions and Expenses
Filing Fee $ 2,000
Fees and Expense of
Counsel for National
(Estimated) 50,000
Short-term debt rating fees 250,000
Misc. Expenses
(Estimated) 3,000
Legal Fees and Expenses
for Counsel for Banks,
etc. 50,000
Commitment and/or
Arrangement Fees
Payable Over
Five-Year Period 500,000
$855,000
Item 3. Applicable Statutory Provisions
Sections 6(a)(1), 7, 9(a), 10(a), 11(b)(1), 12(b) and 12(f)
of the Act and Rules 23, 24, 42, 43, 45, 49(d) and 52 are considered
applicable to the proposed transactions.
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The applicability of each of the sections and rules to each
of the proposed transactions are set out as follows:
Proposed Transaction Applicable Provisions
Issuance of short-term Sec. 6(a)(1)
notes by Participating Sec. 7
Subsidiaries to Money Pool. Rule 43, 52
Investment of proceeds Sec. 9(a)
from Money Pool borrowing Sec. 10(a)
by Seneca in prospect Sec. 11(b)(1)
areas. Rule 49(d)
Short-term investment of Sec. 12(b), 12(f)
excess funds by Rule 45
Participating Subsidiaries
in Money Pool to the
extent those funds are
borrowed by Distribution.
Repayment of borrowed Rule 42, 52
funds by National to banks
and other financial
institutions and by
Participating Subsidiaries
to Money Pool.
The issuance of short-term Sec. 6(a)(1)
term notes by National to Sec. 7
commercial banks and the
contribution of the proceeds
to the Money Pool.
Allocation of Swap Agreement Sec. 12(f)
expenses, payments and receipts
among National and its
subsidiaries
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 4. Regulatory Approval
No consent or approval of any state commission or any
federal commission (other than the Securities and Exchange
Commission) is required with respect to the transactions proposed
herein.
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Item 5. Procedure
The Commission is requested to issue an order permitting the
application-declaration to become effective on or before December 31,
1995, so that funds may be made available as needed to National,
Distribution, Supply, Seneca, UCI, Highland, Leidy, Data-Track
Horizon and NFR for the purposes herein mentioned.
National requests that the Commission's order herein be
entered pursuant to the provisions of Rule 23. If a hearing is
ordered, National waives a recommended decision by a hearing officer
or other responsible officer of the Commission and consents that the
Division of Investment Management, Office of Public Utility
Regulation may assist in the preparation of the Commission's decision
and/or order and requests that the Commission's order become
effective upon issuance.
In order to alleviate excessive paper work, National
requests that it be permitted to file Rule 24 Certificates related to
short-term borrowings as soon after each quarter as practicable.
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are filed as
part of this application-declaration:
(a) Exhibits:
* F-1 Opinion of Stryker, Tams & Dill, New Jersey
Counsel for National Fuel.
* F-2 Opinion of New York Counsel for National's
subsidiaries.
* F-3 Opinion of Pennsylvania Counsel for National's
subsidiaries.
G-1 Financial Data Schedules extracted from National
Fuel Gas Company's Consolidated Financial Statements.
G-2 Financial Data Schedules extracted from National
Fuel Gas Company's (Parent Company) Financial Statements.
G-3 Financial Data Schedules extracted from National
Fuel Gas Distribution Corporation's Financial Statements.
G-4 Financial Data Schedules extracted from National
Fuel Gas Supply Corporation's Financial Statements.
PAGE 13 OF 16
G-5 Financial Data Schedules extracted from Seneca
Resources, Inc.'s Financial Statements.
G-6 Financial Data Schedules extracted from Utility
Constructors, Inc.'s Financial Statements.
G-7 Financial Data Schedules extracted from National
Fuel Resources, Inc.'s Financial Statements.
G-8 Financial Data Schedules extracted from Leidy Hub,
Inc.'s Financial Statements.
G-9 Financial Data Schedules extracted from Highland
Land & Minerals, Inc.'s Financial Statements.
G-10 Financial Data Schedules extracted from Data-Track
Account Services, Inc.'s Financial Statements.
G-11 Financial Data Schedules extracted from Horizon
Energy Development, Inc.'s Financial Statements.
H-1 Proposed Notice.
(b) Financial Statements:
S-1 Pro Forma Consolidated Statement of Income and
Earnings Reinvested in the Business for the twelve months
ended August 31, 1995, Pro Forma Consolidated Balance Sheet
at August 31, 1995 and Pro Forma Adjusting Entries.
S-2 National Fuel Gas Company (Parent) Pro Forma
Statement of Income and Earnings Reinvested in the Business
for the twelve months ended August 31, 1995, Pro Forma
Balance Sheet at August 31, 1995 and Pro Forma Adjusting
Entries.
S-3 National Fuel Gas Distribution Corporation Pro
Forma Statement of Income and Earnings Reinvested in the
Business for the twelve months ended August 31, 1995, Pro
Forma Balance Sheet at August 31, 1995 and Pro Forma
Adjusting Entries.
S-4 National Fuel Gas Supply Corporation Pro Forma
Statement of Income and Earnings Reinvested in the Business
for the twelve months ended August 31, 1995, Pro Forma
Balance Sheet at August 31, 1995 and Pro Forma Adjusting
Entries.
PAGE 14 OF 16
S-5 Seneca Resources Corporation Pro Forma Statement
of Income and Earnings Reinvested in the Business for the
twelve months ended August 31, 1995, Pro Forma Balance Sheet
at August 31, 1995 and Pro Forma Adjusting Entries.
S-6 Utility Constructors, Inc. Pro Forma Statement of
Income and Earnings Reinvested in the Business for the
twelve months ended August 31, 1995, Pro Forma Balance Sheet
at August 31, 1995 and Pro Forma Adjusting Entries.
S-7 National Fuel Resources, Inc. Pro Forma Statement
of Income and Earnings Reinvested in the Business for the
twelve months ended August 31, 1995, Pro Forma Balance Sheet
at August 31, 1995 and Pro Forma Adjusting Entries.
S-8 Leidy Hub, Inc. Pro Forma Statement of Income and
Earnings Reinvested in the Business for the twelve months
ended August 31, 1995, Pro Forma Balance Sheet at August 31,
1995 and Pro Forma Adjusting Entries.
S-9 Highland Land & Minerals, Inc. Pro Forma Statement
of Income and Earnings Reinvested in the Business for the
twelve months ended August 31, 1995, Pro Forma Balance Sheet
at August 31, 1995 and Pro Forma Adjusting Entries.
S-10 Data-Track Account Services, Inc. Pro Forma
Statement of Income and Earnings Reinvested in the Business
for the twelve months ended August 31, 1995, Pro Forma
Balance Sheet at August 31, 1995 and Pro Forma Adjusting
Entries.
S-11 Horizon Energy Development, Inc. Pro Forma
Statement of Income and Earnings Reinvested in the Business
for the twelve months ended August 31, 1995, Pro Forma
Balance Sheet at August 31, 1995 and Pro Forma Adjusting
Entries.
S-12 Notes to Financial Statements.
* S-13 Projected Statements of Cash Flow by subsidiary
for the calendar years 1996 and 1997.
There have been no material changes not in the ordinary
course of business since August 31, 1995.
________________________
* To be filed by Amendment.
PAGE 15 OF 16
Item 7. Information as to Environmental Effects
The proposed transactions concern financing arrangements
contemplated by National, Distribution, Supply, Seneca, UCI,
Highland, Leidy, Data-Track, Horizon and NFR and involve no major
action which will significantly affect the quality of the human
environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the transactions
proposed in this application-declaration.
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: October 27, 1995
NATIONAL FUEL GAS COMPANY
By: /s/Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By: /s/Philip C. Ackerman
Philip C. Ackerman
President
NATIONAL FUEL GAS SUPPLY CORPORATION
By: /s/Joseph P. Pawlowski
Joseph P. Pawlowski
Treasurer
SENECA RESOURCES CORPORATION
By: /s/Philip C. Ackerman
Philip C. Ackerman
President
PAGE 16 OF 16
UTILITY CONSTRUCTORS, INC.
By: /s/Philip C. Ackerman
Philip C. Ackerman
President
HIGHLAND LAND & MINERALS, INC.
By: /s/Philip C. Ackerman
Philip C. Ackerman
President
DATA-TRACK ACCOUNT SERVICES, INC.
By: /s/Philip C. Ackerman
Philip C. Ackerman
President
NATIONAL FUEL RESOURCES, INC.
By: /s/Ronald J. Tanski
Ronald J. Tanski
Secretary
HORIZON ENERGY DEVELOPMENT, INC.
By: /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Secretary
LEIDY HUB, INC.
By: /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-1
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>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 1,633,341 1,633,341
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 168,934 626,922
<TOTAL-DEFERRED-CHARGES> 11,915 11,915
<OTHER-ASSETS> 193,677 193,677
<TOTAL-ASSETS> 2,007,867 2,465,855
<COMMON> 37,432 37,432
<CAPITAL-SURPLUS-PAID-IN> 382,994 382,994
<RETAINED-EARNINGS> 392,594 373,801
<TOTAL-COMMON-STOCKHOLDERS-EQ> 813,020 794,227
0 0
0 0
<LONG-TERM-DEBT-NET> 504,000 504,000
<SHORT-TERM-NOTES> 33,100 495,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 80,000 105,000
<LONG-TERM-DEBT-CURRENT-PORT> 58,500 58,500
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 519,247 509,128
<TOT-CAPITALIZATION-AND-LIAB> 2,007,867 2,465,855
<GROSS-OPERATING-REVENUE> 967,072 967,072
<INCOME-TAX-EXPENSE> 44,683 34,564
<OTHER-OPERATING-EXPENSES> 800,178 800,633
<TOTAL-OPERATING-EXPENSES> 844,861 835,197
<OPERATING-INCOME-LOSS> 122,211 131,875
<OTHER-INCOME-NET> 5,488 5,488
<INCOME-BEFORE-INTEREST-EXPEN> 127,699 137,363
<TOTAL-INTEREST-EXPENSE> 53,752 82,209
<NET-INCOME> 73,358 54,565
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 73,358 54,565
<COMMON-STOCK-DIVIDENDS> 59,194 59,194
<TOTAL-INTEREST-ON-BONDS> 40,865 40,865
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.96 1.46
<EPS-DILUTED> 1.96 1.46
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-2
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS COMPANY'S (PARENT COMPANY) FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 131 131
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 216,218 260,546
<TOTAL-DEFERRED-CHARGES> 2,197 2,197
<OTHER-ASSETS> 1,306,404 1,729,029
<TOTAL-ASSETS> 1,524,950 1,991,903
<COMMON> 37,432 37,432
<CAPITAL-SURPLUS-PAID-IN> 382,994 382,994
<RETAINED-EARNINGS> 392,594 373,801
<TOTAL-COMMON-STOCKHOLDERS-EQ> 813,020 794,227
0 0
0 0
<LONG-TERM-DEBT-NET> 504,000 504,000
<SHORT-TERM-NOTES> 33,100 495,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 80,000 105,000
<LONG-TERM-DEBT-CURRENT-PORT> 58,500 58,500
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 36,330 35,176
<TOT-CAPITALIZATION-AND-LIAB> 1,524,950 1,991,903
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 519 (635)
<OTHER-OPERATING-EXPENSES> 4,255 4,710
<TOTAL-OPERATING-EXPENSES> 4,774 4,075
<OPERATING-INCOME-LOSS> (4,774) (4,075)
<OTHER-INCOME-NET> 128,053 137,018
<INCOME-BEFORE-INTEREST-EXPEN> 123,279 132,943
<TOTAL-INTEREST-EXPENSE> 49,332 77,789
<NET-INCOME> 73,358 54,565
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 73,358 54,565
<COMMON-STOCK-DIVIDENDS> 59,194 59,194
<TOTAL-INTEREST-ON-BONDS> 40,865 40,865
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.96 1.46
<EPS-DILUTED> 1.96 1.46
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-3
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS DISTRIBUTION CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 1
<NAME> NATIONAL FUEL GAS DISTRIBUTION CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 818,440 818,440
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 121,581 289,759
<TOTAL-DEFERRED-CHARGES> 1,962 1,962
<OTHER-ASSETS> 152,594 152,594
<TOTAL-ASSETS> 1,094,577 1,262,755
<COMMON> 59,171 59,171
<CAPITAL-SURPLUS-PAID-IN> 121,668 121,668
<RETAINED-EARNINGS> 218,473 211,688
<TOTAL-COMMON-STOCKHOLDERS-EQ> 399,312 392,527
0 0
0 0
<LONG-TERM-DEBT-NET> 276,000 276,000
<SHORT-TERM-NOTES> 69,500 248,117
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 349,765 346,111
<TOT-CAPITALIZATION-AND-LIAB> 1,094,577 1,262,755
<GROSS-OPERATING-REVENUE> 786,619 786,619
<INCOME-TAX-EXPENSE> 23,162 19,508
<OTHER-OPERATING-EXPENSES> 698,869 698,869
<TOTAL-OPERATING-EXPENSES> 722,031 718,377
<OPERATING-INCOME-LOSS> 64,588 68,242
<OTHER-INCOME-NET> 1,521 1,521
<INCOME-BEFORE-INTEREST-EXPEN> 66,109 69,763
<TOTAL-INTEREST-EXPENSE> 31,653 42,092
<NET-INCOME> 34,456 27,671
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 34,456 27,671
<COMMON-STOCK-DIVIDENDS> 31,744 31,744
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-4
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS SUPPLY CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 2
<NAME> NATIONAL FUEL GAS SUPPLY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 459,646 459,646
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 45,138 142,077
<TOTAL-DEFERRED-CHARGES> 8,856 8,856
<OTHER-ASSETS> 16,694 16,694
<TOTAL-ASSETS> 530,334 627,273
<COMMON> 25,345 25,345
<CAPITAL-SURPLUS-PAID-IN> 35,894 35,894
<RETAINED-EARNINGS> 144,091 140,180
<TOTAL-COMMON-STOCKHOLDERS-EQ> 205,330 201,419
0 0
0 0
<LONG-TERM-DEBT-NET> 180,965 180,965
<SHORT-TERM-NOTES> 44,700 147,656
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 99,339 97,233
<TOT-CAPITALIZATION-AND-LIAB> 530,334 627,273
<GROSS-OPERATING-REVENUE> 152,271 152,271
<INCOME-TAX-EXPENSE> 16,437 14,331
<OTHER-OPERATING-EXPENSES> 91,369 91,369
<TOTAL-OPERATING-EXPENSES> 107,806 105,700
<OPERATING-INCOME-LOSS> 44,465 46,571
<OTHER-INCOME-NET> 1,672 1,672
<INCOME-BEFORE-INTEREST-EXPEN> 46,137 48,243
<TOTAL-INTEREST-EXPENSE> 19,362 25,379
<NET-INCOME> 26,775 22,864
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 26,775 22,864
<COMMON-STOCK-DIVIDENDS> 19,443 19,443
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-5
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SENECA
RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 3
<NAME> SENECA RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 352,676 352,676
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 10,308 88,384
<TOTAL-DEFERRED-CHARGES> 554 554
<OTHER-ASSETS> 873 873
<TOTAL-ASSETS> 364,411 442,487
<COMMON> 500 500
<CAPITAL-SURPLUS-PAID-IN> 104,035 104,035
<RETAINED-EARNINGS> 10,462 7,312
<TOTAL-COMMON-STOCKHOLDERS-EQ> 114,997 111,847
0 0
0 0
<LONG-TERM-DEBT-NET> 98,000 98,000
<SHORT-TERM-NOTES> 77,100 160,022
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 74,314 72,618
<TOT-CAPITALIZATION-AND-LIAB> 364,411 442,487
<GROSS-OPERATING-REVENUE> 62,244 62,244
<INCOME-TAX-EXPENSE> 2,384 688
<OTHER-OPERATING-EXPENSES> 43,276 43,276
<TOTAL-OPERATING-EXPENSES> 45,660 43,964
<OPERATING-INCOME-LOSS> 16,584 18,280
<OTHER-INCOME-NET> 72 72
<INCOME-BEFORE-INTEREST-EXPEN> 16,656 18,352
<TOTAL-INTEREST-EXPENSE> 9,007 13,853
<NET-INCOME> 7,649 4,499
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 7,649 4,499
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-6
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UTILITY
CONSTRUCTORS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 4
<NAME> UTILITY CONSTRUCTORS, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 331 331
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 2,216 4,047
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 2,259 2,259
<TOTAL-ASSETS> 4,806 6,637
<COMMON> 1 1
<CAPITAL-SURPLUS-PAID-IN> 5,959 5,959
<RETAINED-EARNINGS> (2,475) (2,549)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,485 3,411
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 1,945
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,321 1,281
<TOT-CAPITALIZATION-AND-LIAB> 4,806 6,637
<GROSS-OPERATING-REVENUE> 9,783 9,783
<INCOME-TAX-EXPENSE> 711 671
<OTHER-OPERATING-EXPENSES> 11,288 11,288
<TOTAL-OPERATING-EXPENSES> 11,999 11,959
<OPERATING-INCOME-LOSS> (2,216) (2,176)
<OTHER-INCOME-NET> 3,046 3,046
<INCOME-BEFORE-INTEREST-EXPEN> 830 870
<TOTAL-INTEREST-EXPENSE> 273 387
<NET-INCOME> (32) (106)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (32) (106)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-7
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL RESOURCES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 5
<NAME> NATIONAL FUEL RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 56 56
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 9,856 25,117
<TOTAL-DEFERRED-CHARGES> 9 9
<OTHER-ASSETS> 1,216 1,216
<TOTAL-ASSETS> 11,137 26,398
<COMMON> 10 10
<CAPITAL-SURPLUS-PAID-IN> 3,490 3,490
<RETAINED-EARNINGS> 3,696 3,080
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,196 6,580
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 16,208
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,941 3,610
<TOT-CAPITALIZATION-AND-LIAB> 11,137 26,398
<GROSS-OPERATING-REVENUE> 41,308 41,308
<INCOME-TAX-EXPENSE> 946 615
<OTHER-OPERATING-EXPENSES> 39,052 39,052
<TOTAL-OPERATING-EXPENSES> 39,998 39,667
<OPERATING-INCOME-LOSS> 1,310 1,641
<OTHER-INCOME-NET> 294 294
<INCOME-BEFORE-INTEREST-EXPEN> 1,604 1,935
<TOTAL-INTEREST-EXPENSE> 15 962
<NET-INCOME> 1,589 973
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 1,589 973
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-8
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LEIDY HUB,
INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 6
<NAME> LEIDY HUB, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 84 3,014
<TOTAL-DEFERRED-CHARGES> 2 2
<OTHER-ASSETS> 718 718
<TOTAL-ASSETS> 804 3,734
<COMMON> 4 4
<CAPITAL-SURPLUS-PAID-IN> 1,038 1,038
<RETAINED-EARNINGS> (420) (538)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 622 504
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 200 3,312
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> (18) (82)
<TOT-CAPITALIZATION-AND-LIAB> 804 3,734
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 21 (43)
<OTHER-OPERATING-EXPENSES> 13 13
<TOTAL-OPERATING-EXPENSES> 34 (30)
<OPERATING-INCOME-LOSS> (34) 30
<OTHER-INCOME-NET> 85 85
<INCOME-BEFORE-INTEREST-EXPEN> 51 115
<TOTAL-INTEREST-EXPENSE> 11 193
<NET-INCOME> 40 (78)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 40 (78)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-9
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HIGHLAND
LAND & MINERALS, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 7
<NAME> HIGHLAND LAND AND MINERALS, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 1,953 1,953
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 3,985 7,037
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 5,938 8,990
<COMMON> 5 5
<CAPITAL-SURPLUS-PAID-IN> 445 445
<RETAINED-EARNINGS> 4,656 4,532
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,106 4,982
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 3,242
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 832 766
<TOT-CAPITALIZATION-AND-LIAB> 5,938 8,990
<GROSS-OPERATING-REVENUE> 8,101 8,101
<INCOME-TAX-EXPENSE> 386 320
<OTHER-OPERATING-EXPENSES> 7,104 7,104
<TOTAL-OPERATING-EXPENSES> 7,490 7,424
<OPERATING-INCOME-LOSS> 611 677
<OTHER-INCOME-NET> 203 203
<INCOME-BEFORE-INTEREST-EXPEN> 814 880
<TOTAL-INTEREST-EXPENSE> 0 190
<NET-INCOME> 814 690
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 814 690
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-10
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DATA-TRACK
ACCOUNT SERVICES, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 8
<NAME> DATA-TRACK ACCOUNT SERVICES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 108 108
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 544 1,154
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 652 1,262
<COMMON> 1 1
<CAPITAL-SURPLUS-PAID-IN> 499 499
<RETAINED-EARNINGS> 117 92
<TOTAL-COMMON-STOCKHOLDERS-EQ> 617 592
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 648
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 35 22
<TOT-CAPITALIZATION-AND-LIAB> 652 1,262
<GROSS-OPERATING-REVENUE> 442 442
<INCOME-TAX-EXPENSE> 26 13
<OTHER-OPERATING-EXPENSES> 401 401
<TOTAL-OPERATING-EXPENSES> 427 414
<OPERATING-INCOME-LOSS> 15 28
<OTHER-INCOME-NET> 23 23
<INCOME-BEFORE-INTEREST-EXPEN> 38 51
<TOTAL-INTEREST-EXPENSE> 0 38
<NET-INCOME> 38 13
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 38 13
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXHIBIT G-11
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HORIZON
ENERGY DEVELOPMENT, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 9
<NAME> HORIZON ENERGY DEVELOPMENT, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-START> SEP-01-1994 SEP-01-1994
<PERIOD-END> AUG-31-1995 AUG-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 0 46,783
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 0 46,783
<COMMON> 0 1
<CAPITAL-SURPLUS-PAID-IN> 0 999
<RETAINED-EARNINGS> 0 (1,847)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 (847)
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 48,625
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0 (995)
<TOT-CAPITALIZATION-AND-LIAB> 0 46,783
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 (995)
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 (995)
<OPERATING-INCOME-LOSS> 0 995
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 995
<TOTAL-INTEREST-EXPENSE> 0 2,842
<NET-INCOME> 0 (1,847)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 (1,847)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
PAGE 1 OF 3
Exhibit H-1
PROPOSED NOTICE (Rule 22(f))
SECURITIES AND EXCHANGE COMMISSION
(Rel. No. 35- )
National Fuel Gas Company, et al.
Notice of Proposed Intra-System Borrowings Through Money Pool;
Issuance and Sale of Commercial Paper and Short-Term Unsecured
Notes; Interest Rate Protection Mechanisms.
November , 1995
National Fuel Gas Company ("National"), a registered
holding company, 10 Lafayette Square, Buffalo, New York 14203,
and its wholly-owned subsidiary companies: National Fuel Gas
Distribution Corporation ("Distribution"), National Fuel Gas
Supply Corporation ("Supply"), Seneca Resources Corporation
("Seneca"), Highland Land & Minerals, Inc. ("Highland"), Leidy
Hub, Inc. ("Leidy"), Horizon Energy Development, Inc.
("Horizon"), Data-Track Account Services, Inc. ("Data-Track"),
each located at 10 Lafayette Square, Buffalo, New York l4203,
National Fuel Resources, Inc. ("NFR"), 478 Main Street, Buffalo,
New York 14202 and Utility Constructors, Inc. ("UCI"), East
Erie Extension, Linesville, Pennsylvania 16424 (collectively,
"Subsidiary Companies"), have filed an application-declaration
pursuant to Sections 6(a)(1), 7, 9(a), 10(a), 11(b)(1), 12(b)
and 12(f) of the Act and Rules 23, 24, 42, 43, 45, 49(d) and 52
thereunder.
By Orders dated December 30, 1983 (HCAR No. 23193),
February 12, 1985 (HCAR No. 23598), December 20, 1985 (HCAR No.
23958), August 3, 1987 (HCAR No. 24435), December 29, 1987 (HCAR
No. 24551), January 7, 1988 (HCAR No. 24551A), December 20, 1988
(HCAR No. 24785), December 27, 1989 (HCAR No. 25013), March 5,
1991 (HCAR No. 25265), December 23, 1991 (HCAR No. 25439),
December 29, 1993 (HCAR No. 25964), National and its Subsidiary
Companies, were authorized, in relevant part, to participate in
the National system money pool ("Money Pool") through December
31, 1995. National and its Subsidiary Companies now propose to
continue to participate in, and incur short-term borrowings
through the Money Pool, through December 31, 2000. Total
outstanding short-term borrowings through the Money Pool by
Distribution will not exceed a principal amount of $315 million.
National will not borrow funds from any Subsidiary Company
through the Money Pool.
PAGE 2 OF 3
- 2 -
In addition, in the event that intra-system sources of
funds are insufficient to meet short-term loan needs of the
Subsidiary Companies, National proposes, from time-to-time
through December 31, 2000, to: (1) issue and sell, up to $300
million aggregate principal amount at any one time outstanding
of commercial paper ("Commercial Paper") directly or through
dealers and placement agents; and/or (2) issue an aggregate
principal amount of up to $600 million of short-term unsecured
notes ("Notes") under credit facilities with banks and financial
institutions. The aggregate principal amount of such Commercial
Paper and Notes shall not exceed $600 million outstanding at any
one time. The proceeds of such external borrowings by National
shall be made available to its Subsidiary Companies through the
Money Pool. In addition, National proposes that up to $75
million of its external borrowing be made available for its own
corporate purposes.
If only surplus funds make up the funds available in
the Money Pool the interest rate applicable and payable to or by
the Subsidiary Companies for all loans of such surplus funds
will be the rates for high grade unsecured 30-day commercial
paper sold through dealers by major corporations as quoted in
The Wall Street Journal.
If external funds make up all of the funds available in
the Money Pool, or when both surplus funds from other
participating Subsidiary Companies and external funds are
concurrently borrowed through the Money Pool, the interest rate
applicable to all such borrowings and payable by borrowing
Subsidiary Companies will be equal to National's net cost for
such external borrowings.
The borrowing arrangements with banks or financial
institutions may require compensating balances and/or commitment
fees or similar fees. National requests authority to incur, if
necessary, commitment or similar fees not to exceed one-half
(1/2) of one percent (1%) of average daily credit facilities
available, and/or compensating balances not to exceed twenty
percent (20%) of the credit facility established. National, at
all times, will attempt to negotiate the most favorable
effective borrowing rate taking into account any compensating
balances and/or fees.
National has, and from time to time through
December 31, 2000, will continue to enter into an interest rate
and currency exchange agreements ("Swap Agreement(s)") with one
or more parties ("Counterparty"), covering a total principal
PAGE 3 OF 3
- 3 -
amount of up to $300 million for terms of one month to five
years. In no event will the effective fixed rate of interest
paid by National inclusive of any fees, exceed by more than 2.0%
per annum the yield, at the time of entering into any such an
Agreement, on direct obligations of the U.S. Government with
maturities comparable to that of the applicable Swap Agreement.
From time to time, National may be obligated to pay arrangement
fees and/or legal fees and other expenses in connection with
these Swap Agreements. National requests authority to allocate
all such fees and expenses together with the payments made to a
Counterparty or received from a Counterparty among National and
the Subsidiary Companies based upon their weighted average
amount of borrowings outstanding during the period when such
amounts are paid or received.
The application-declaration is 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
applicant-declaration at the address 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 so requests will be notified of
any hearing, if ordered, and will receive a copy of any
application-declaration, as filed, and as it may be further
amended, may be granted and permitted to become effective.
NATIONAL FUEL GAS COMPANY S-1
PROFORMA FINANCIAL STATEMENTS Page 1 of 4
AUGUST 31, 1995
The following Proforma financial statements of National Fuel Gas Company
(National) and subsidiaries reflect the impact of the maximum borrowings
requested and associated interest expense and income tax effects. The
incremental amount of external short-term borrowing of $486.9 million
(Maximum $600 million requested less $113.1 million outstanding at August 31,
1995) was allocated to National and each of its subsidiaries. This allocation
was based upon each company's maximum short-term borrowing request (in excess
of its outstanding borrowing at August 31, 1995) as a percent of the aggregated
total.
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-1
PROFORMA CONSOLIDATED BALANCE SHEET Page 2 of 4
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
<S> <C> <C> <C>
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $2,301,062 $2,301,062
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 667,721 667,721
1,633,341 0 1,633,341
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 12,174 457,988 (a,b,c) 470,162
RECEIVABLES - NET 77,229 77,229
UNBILLED UTILITY REVENUE 13,613 13,613
GAS STORED UNDERGROUND 20,342 20,342
MATERIALS AND SUPPLIES 24,452 24,452
PREPAYMENTS 21,124 21,124
168,934 457,988 626,922
OTHER ASSETS
RECOVERABLE FUTURE TAXES 98,231 98,231
UNAMORTIZED DEBT EXPENSE 27,143 27,143
OTHER REGULATORY ASSETS 35,274 35,274
DEFERRED CHARGES 11,915 11,915
OTHER 33,029 33,029
205,592 0 205,592
TOTAL ASSETS $2,007,867 $ 457,988 $2,465,855
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $ 37,432 $ 37,432
PAID IN CAPITAL 382,994 382,994
EARNINGS REINVESTED IN THE
BUSINESS 392,594 18,793 (b,c,d) 373,801
813,020 18,793 794,227
LONG-TERM DEBT-NET OF CURRENT PORTION 504,000 504,000
TOTAL CAPITALIZATION 1,317,020 18,793 1,298,227
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE TO BANKS AND
COMMERCIAL PAPER 113,100 (486,900)(a) 600,000
CURRENT PORTION OF LONG-TERM
DEBT 58,500 58,500
ACCOUNTS PAYABLE 32,251 32,251
AMOUNTS PAYABLE TO CUSTOMERS 49,937 49,937
OTHER ACCRUALS AND CURRENT
LIABILITIES 57,969 10,119 (d) 47,850
311,757 (476,781) 788,538
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES 290,435 290,435
TAXES REFUNDABLE TO CUSTOMERS 23,991 23,991
UNAMORTIZED INVESTMENT TAX CREDIT 13,428 13,428
OTHER DEFERRED CREDITS 51,236 51,236
379,090 0 379,090
TOTAL CAPITALIZATION AND LIABILITIES $2,007,867 $(457,988) $2,465,855
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-1
CONSOLIDATED STATEMENTS Page 3 of 4
OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $967,072 $967,072
OPERATING EXPENSES:
PURCHASED GAS 347,383 347,383
OPERATION EXPENSE 262,649 455 (c) 263,104
MAINTENANCE 25,543 25,543
PROPERTY, FRANCHISE &
OTHER TAXES 92,481 92,481
DEPRECIATION, DEPLETION &
AMORTIZATION 72,122 72,122
INCOME TAXES - NET 44,683 (10,119)(d) 34,564
844,861 (9,664) 835,197
OPERATING INCOME 122,211 (9,664) 131,875
OTHER INCOME 5,488 5,488
INCOME BEFORE INTEREST CHARGES 127,699 (9,664) 137,363
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 40,865 40,865
OTHER INTEREST 12,887 28,457 (b) 41,344
53,752 28,457 82,209
INCOME BEFORE CUMULATIVE EFFECT 73,947 18,793 55,154
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589) (589)
NET INCOME AVAILABLE FOR COMMON
STOCK 73,358 18,793 54,565
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 378,430 378,430
451,788 18,793 432,995
DIVIDENDS ON COMMON STOCK 59,194 59,194
BALANCE AT AUGUST 31, 1995 $392,594 $ 18,793 $373,801
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $ 1.98 $ 0.50 $ 1.48
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (0.02) (0.02)
NET INCOME AVAILABLE FOR COMMON
STOCK $ 1.96 $ 0.50 $ 1.46
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 37,383,222 37,383,222
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
S-1
NATIONAL FUEL GAS AND SUBSIDIARIES Page 4 of 4
PROFORMA CONSOLIDATED ADJUSTING JOURNAL ENTRIES
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 486,900
Notes Payable and Commercial Paper 486,900
To record Proforma borrowings to the maximum
requested $600 million ($25 million of incremental
borrowings in commercial paper).
(b)
Interest Expense 28,457
Cash 28,457
To record interest expense at 5.845%
on incremental borrowings.
(c)
Operation Expense 455
Cash 455
To record fees, commissions and expenses per Item 2 of U-1,
(includes commitment and/or arrangement fees for 1 year).
(d)
Federal Income Tax Payable 10,119
Federal Income Tax Expense 10,119
To record the federal income tax
effect of entry (b) and (c) at 35%.
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY - PARENT S-2
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
<S> <C> <C> <C>
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 244 $ 244
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 113 113
131 0 131
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 7,243 44,328(a,b,c,d,f,g) 51,571
NOTES RECEIVABLE - INTERCOMPANY 191,500 191,500
ACCOUNTS RECEIVABLE - INTERCOMPANY 8,447 8,447
ACCOUNTS RECEIVABLE 8,066 8,066
PREPAYMENTS 962 962
216,218 44,328 260,546
OTHER ASSETS
INVESTMENT IN ASSOCIATED COMPANIES 742,959 (15,650)(g,h) 727,309
NOTES RECEIVABLE - INTERCOMPANY 554,965 438,275 (f) 993,240
UNAMORTIZED DEBT EXPENSE 4,965 4,965
DEFERRED CHARGES 2,197 2,197
OTHER 3,515 3,515
1,308,601 422,625 1,731,226
TOTAL ASSETS $1,524,950 $ 466,953 $1,991,903
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $ 37,432 $ 37,432
PAID IN CAPITAL 382,994 382,994
EARNINGS REINVESTED IN THE
BUSINESS 392,594 18,793 (b,c,d,e,h) 373,801
813,020 18,793 794,227
LONG-TERM DEBT, NET OF CURRENT PORTION 504,000 504,000
TOTAL CAPITALIZATION 1,317,020 18,793 1,298,227
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE TO BANKS AND
COMMERCIAL PAPER 113,100 (486,900)(a) 600,000
NOTES PAYABLE - INTERCOMPANY 17,600 17,600
CURRENT PORTION OF LONG-TERM
DEBT 58,500 58,500
ACCOUNTS PAYABLE 71 71
ACCOUNTS PAYABLE-INTERCOMPANY 9,648 9,648
OTHER ACCRUALS AND CURRENT
LIABILITIES 7,395 1,154 (e) 6,241
206,314 (485,746) 692,060
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (218) (218)
OTHER DEFERRED CREDITS 1,834 1,834
1,616 0 1,616
TOTAL CAPITALIZATION AND LIABILITIES $1,524,950 $(466,953) $1,991,903
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
<CAPTION>
S-2
NATIONAL FUEL GAS COMPANY - PARENT Page 2 of 3
PROFORMA STATEMENTS OF INCOME AND
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
<S> <C> <C> <C>
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $ - $
OPERATING EXPENSES:
OPERATION EXPENSE 3,496 355 (d) 3,851
PROPERTY, FRANCHISE &
OTHER TAXES 753 753
DEPRECIATION, DEPLETION &
AMORTIZATION 6 6
INCOME TAXES - NET 519 (1,119)(e) (600)
4,774 (764) 4,010
OPERATING INCOME (4,774) (764) (4,010)
OTHER INCOME:
UNREMITTED EARNINGS OF
SUBSIDIARIES 22,414 16,650 (h) 5,764
DIVIDENDS OF SUBSIDIARIES 51,188 51,188
INTEREST-INTERCOMPANY 53,952 (25,615)(c) 79,567
OTHER INTEREST 499 499
128,053 (8,965) 137,018
INCOME BEFORE INTEREST CHARGES 123,279 (9,729) 133,008
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 40,865 40,865
INTEREST - INTERCOMPANY 1,929 1,929
OTHER INTEREST 6,538 28,457 (b) 34,995
49,332 28,457 77,789
INCOME BEFORE CUMULATIVE EFFECT 73,947 18,728 55,219
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589) (589)
NET INCOME 73,358 18,728 54,630
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 378,430 378,430
451,788 18,728 433,060
DIVIDENDS ON COMMON STOCK 59,194 59,194
BALANCE AT AUGUST 31, 1995 $392,594 $18,728 $373,866
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $ 1.98 $ 0.50 $ 1.48
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (0.02) (0.02)
NET INCOME AVAILABLE FOR COMMON
STOCK $ 1.96 $ 0.50 $ 1.46
WEIGHTED AVG. COMMON SHARES
OUTSTANDING 37,383,222 37,383,222
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
NATIONAL FUEL GAS COMPANY - PARENT S-2
PRO FORMA JOURNAL ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 486,900
Notes Payable and Commercial Paper 486,900
To record proforma borrowings to the maximum
requested $600 million ($25 million of incremental
borrowings in commercial paper).
(b)
Interest Expense 28,457
Cash 28,457
To record interest expense at 5.845%
on incremental borrowings.
(c)
Cash 25,615
Interest Income Intercompany 25,615
To record interest income at 5.845%
on incremental funds loaned to subsidiaries
under the Money Pool.
(d)
Operation Expense 355
Cash 355
To record fees, commissions and expenses per Item 2 of U-1,
(includes commitment and/or arrangement fees for 1 year).
(e)
Federal Income Taxes Payable 1,119
Federal Income Tax Expense 1,119
To record the federal income tax effect of
entries (b), (c) and (d) at 35%.
(f)
Notes Receivable - Distribution 178,617
Notes Receivable - Supply 102,956
Notes Receivable - Seneca 82,922
Notes Receivable - Leidy Hub 3,112
Notes Receivable - Horizon 48,625
Notes Receivable - Highland 3,242
Notes Receivable - UCI 1,945
Notes Receivable - Data-Track 648
Notes Receivable - NFR 16,208
Cash 438,275
To record receivable from subsidiaries
for cash loaned under the Money Pool.
(g)
Investment in Associated Companies 1,000
Cash 1,000
To record initial investment in Horizon by
Parent Company.
(h)
Unremitted Earnings of Subsidiaries 16,650
Investment in Associated Companies 16,650
To adjust National's investment in associated
companies
NAIONAL FUEL GAS DISTRIBUTION CORPORATION S-3
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $1,082,611 $1,082,611
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 264,171 264,171
818,440 0 818,440
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 2,620 168,178 (a,b) 170,798
ACCOUNTS RECEIVABLE - INTERCOMPANY 10,237 10,237
ACCOUNTS RECIEVABLE- NET 55,545 55,545
UNBILLED UTILITY REVENUE 13,613 13,613
GAS STORED UNDERGROUND 17,530 17,530
MATERIALS AND SUPPLIES 8,380 8,380
PREPAYMENTS 13,656 13,656
121,581 168,178 289,759
OTHER ASSETS
RECOVERABLE FUTURE TAXES 92,956 92,956
UNAMORTIZED DEBT EXPENSE 17,536 17,536
OTHER REGULATORY ASSETS 33,440 33,440
DEFERRED CHARGES 1,962 1,962
OTHER 8,662 8,662
154,556 0 154,556
TOTAL ASSETS $1,094,577 $168,178 $1,262,755
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 59,171 $ 59,171
PAID IN CAPITAL 121,668 121,668
EARNINGS REINVESTED IN THE
BUSINESS 218,473 6,785 (b,c) 211,688
399,312 6,785 392,527
NOTES PAYABLE INTERCOMPANY 276,000 276,000
TOTAL CAPITALIZATION 675,312 6,785 668,527
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE - INTERCOMPANY 69,500 (178,617)(a) 248,117
ACCOUNTS PAYABLE 26,188 26,188
ACCOUNTS PAYABLE-INTERCOMPANY 11,982 11,982
AMOUNTS PAYABLE TO CUSTOMERS 49,519 49,519
OTHER ACCRUALS AND CURRENT
LIABILITIES 46,423 3,654 (c) 42,769
203,612 (174,963) 378,575
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES 151,123 151,123
TAXES REFUNDABLE TO CUSTOMERS 23,390 23,390
UNAMORTIZED INVESTMENT TAX CREDIT 13,004 13,004
OTHER DEFERRED CREDITS 28,136 28,136
215,653 215,653
TOTAL CAPITALIZATION AND LIABILITIES $1,094,577 $(168,178) $1,262,755
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS DISTRIBUTION CORPORATION S-3
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $786,619 $786,619
OPERATING EXPENSES:
PURCHASED GAS 395,132 395,132
OPERATION EXPENSE 175,997 175,997
MAINTENANCE 17,898 17,898
PROPERTY, FRANCHISE &
OTHER TAXES 79,833 79,833
DEPRECIATION, DEPLETION &
AMORTIZATION 30,009 30,009
INCOME TAXES - NET 23,162 (3,654)(c) 19,508
722,031 (3,654) 718,377
OPERATING INCOME 64,588 (3,654) 68,242
OTHER INCOME 1,521 1,521
INCOME BEFORE INTEREST CHARGES 66,109 (3,654) 69,763
INTEREST CHARGES:
INTEREST - INTERCOMPANY 26,978 10,439 (b) 37,417
OTHER INTEREST 4,675 4,675
31,653 10,439 42,092
NET INCOME 34,456 6,785 27,671
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 215,761 215,761
250,217 6,785 243,432
DIVIDENDS ON COMMON STOCK 31,744 31,744
BALANCE AT AUGUST 31, 1995 $218,473 $ 6,785 $211,688
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS DISTRIBUTION CORPORATION S-3
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 178,617
Notes Payable Intercompany-Current 178,617
To increase money pool borrowings
to allocated share of incremental borrowings.
(b)
Interest Expense Intercompany 10,439
Cash 10,439
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 3,654
Income Tax Expense 3,654
To record tax effect of entry (b) at 35%.
NATIONAL FUEL GAS SUPPLY CORPORATION S-4
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $672,632 $672,632
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 212,986 212,986
459,646 0 459,646
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 331 96,939 (a,b) 97,270
ACCOUNTS RECEIVABLE 4,948 4,948
NOTES RECEIVABLE - INTERCOMPANY 5,900 5,900
ACCOUNTS RECEIVABLE - INTERCOMPANY 13,392 13,392
GAS STORED UNDERGROUND 2,811 2,811
MATERIALS AND SUPPLIES 13,971 13,971
PREPAYMENTS 3,785 3,785
45,138 96,939 142,077
OTHER ASSETS
RECOVERABLE FUTURE TAXES 5,275 5,275
INVESTMENTS IN ASSOC. COMPANIES 61 61
OTHER REGULATORY ASSETS 1,834 1,834
UNAMORTIZED DEBT EXPENSE 4,642 4,642
DEFERRED CHARGES 8,856 8,856
OTHER 4,882 4,882
25,550 0 25,550
TOTAL ASSETS $530,334 $ 96,939 $627,273
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 25,345 $25,345
PAID IN CAPITAL 35,894 35,894
EARNINGS REINVESTED IN THE
BUSINESS 144,091 3,911 (b,c) 140,180
205,330 3,911 201,419
NOTES PAYABLE INTERCOMPANY 180,965 180,965
TOTAL CAPITALIZATION 386,295 3,911 382,384
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE - INTERCOMPANY 44,700 (102,956)(a) 147,656
ACCOUNTS PAYABLE 3,961 3,961
ACCOUNTS PAYABLE-INTERCOMPANY 7,091 7,091
AMOUNTS PAYABLE TO CUSTOMERS 419 419
OTHER ACCRUALS AND CURRENT
LIABILITIES 13,501 2,106 (c) 11,395
69,672 (100,850) 170,522
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES 59,438 59,438
TAXES REFUNDABLE TO CUSTOMERS 601 601
UNAMORTIZED INVESTMENT TAX CREDIT 424 424
OTHER DEFERRED CREDITS 13,904 13,904
74,367 0 74,367
TOTAL CAPITALIZATION AND LIABILITIES $530,334 $(96,939) $627,273
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS SUPPLY CORPORATION S-4
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $152,271 $152,271
OPERATING EXPENSES:
OPERATION EXPENSE 54,146 54,146
MAINTENANCE 7,634 7,634
PROPERTY, FRANCHISE &
OTHER TAXES 10,631 10,631
DEPRECIATION, DEPLETION &
AMORTIZATION 18,958 18,958
INCOME TAXES - NET 16,437 (2,106)(c) 14,331
107,806 (2,106) 105,700
OPERATING INCOME 44,465 (2,106) 46,571
OTHER INCOME 1,672 1,672
INCOME BEFORE INTEREST CHARGES 46,137 (2,106) 48,243
INTEREST CHARGES:
INTEREST - INTERCOMPANY 17,948 6,017 (b) 23,965
OTHER INTEREST 1,414 1,414
19,362 6,017 25,379
NET INCOME 26,775 3,911 22,864
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 136,759 136,759
163,534 3,911 159,623
DIVIDENDS ON COMMON STOCK 19,443 19,443
BALANCE AT AUGUST 31, 1995 $144,091 $3,911 $140,180
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL GAS SUPPLY CORPORATION S-4
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 102,956
Notes Payable Intercompany - Current 102,956
To increase money pool borrowings
to allocated share of incremental borrowings.
(b)
Interest Expense Intercompany 6,017
Cash 6,017
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 2,106
Income Tax Expense 2,106
To record tax effect of entry (b) at 35%.
SENECA RESOURCES CORPORATION S-5
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $541,616 $541,616
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 188,940 188,940
352,676 0 352,676
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 817 78,076 (a,b) 78,893
ACCOUNTS RECEIVABLE - INTERCOMPANY 1,346 1,346
ACCOUNTS RECEIVABLE - NET 4,167 4,167
MATERIALS AND SUPPLIES 1,576 1,576
PREPAYMENTS 2,402 2,402
10,308 78,076 88,384
OTHER ASSETS
DEFERRED CHARGES 554 554
OTHER 873 873
1,427 0 1,427
TOTAL ASSETS $364,411 $ 78,076 $442,487
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 500 $ 500
PAID IN CAPITAL 104,035 104,035
EARNINGS REINVESTED IN THE
BUSINESS 10,462 3,150 (b,c) 7,312
114,997 3,150 111,847
NOTES PAYABLE INTERCOMPANY 98,000 98,000
TOTAL CAPITALIZATION 212,997 3,150 209,847
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE - INTERCOMPANY 77,100 (82,922)(a) 160,022
ACCOUNTS PAYABLE 3,383 3,383
ACCOUNTS PAYABLE-INTERCOMPANY 1,290 1,290
OTHER ACCRUALS AND CURRENT
LIABILITIES (6,201) 1,696 (c) (7,897)
75,572 (81,226) 156,798
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES 73,672 73,672
OTHER DEFERRED CREDITS 2,170 2,170
75,842 0 75,842
TOTAL CAPITALIZATION AND LIABILITIES $364,411 $(78,076) $442,487
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
SENECA RESOURCES CORPORATION S-5
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $62,244 $62,244
OPERATING EXPENSES:
PURCHASED GAS 1,023 1,023
OPERATION EXPENSE 19,222 19,222
MAINTENANCE EXPENSE 10 10
PROPERTY, FRANCHISE &
OTHER TAXES 946 946
DEPRECIATION, DEPLETION &
AMORTIZATION 22,075 22,075
INCOME TAXES - NET 2,384 (1,696)(c) 688
45,660 (1,696) 43,964
OPERATING INCOME 16,584 (1,696) 18,280
OTHER INCOME 72 72
INCOME BEFORE INTEREST CHARGES 16,656 (1,696) 18,352
INTEREST CHARGES:
INTEREST - INTERCOMPANY 8,746 4,846 (b) 13,592
OTHER INTEREST 261 261
9,007 4,846 13,853
NET INCOME 7,649 3,150 4,499
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 2,813 2,813
10,462 3,150 7,312
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $10,462 $3,150 $7,312
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
SENECA RESOURCES CORPORATION S-5
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 82,922
Notes Payable Intercompany - Current 82,922
To increase money pool borrowings
to allocated share of incremental borrowings.
(b)
Interest Expense Intercompany 4,846
Cash 4,846
To record additional interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 1,696
Income Tax Expense 1,696
To record tax effect of entry (b) at 35%.
UTILITY CONSTRUCTORS, INC. S-6
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 707 $ $ 707
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATIO 376 376
331 0 331
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 99 1,831 (a,b) 1,930
NOTES RECEIVABLE - INTERCOMPANY 1,900 1,900
ACCOUNTS RECEIVABLE - INTERCOMPANY 152 152
ACCOUNTS RECEIVABLE (86) (86)
MATERIALS AND SUPPLIES 17 17
PREPAYMENTS 134 134
2,216 1,831 4,047
OTHER ASSETS 2,259 2,259
TOTAL ASSETS $4,806 $ 1,831 $ 6,637
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 1 $ 1
PAID IN CAPITAL 5,959 5,959
EARNINGS REINVESTED IN THE
BUSINESS (2,475) 74 (b,c ) (2,549)
TOTAL CAPITALIZATION 3,485 74 3,411
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE - INTERCOMPANY 0 (1,945)(a) 1,945
ACCOUNTS PAYABLE-OTHER 132 132
ACCOUNTS PAYABLE-INTERCOMPANY 1 1
OTHER ACCRUALS AND CURRENT
LIABILITIES 1,005 40 (c) 965
1,138 (1,905) 3,043
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (560) (560)
OTHER DEFERRED CREDITS 743 743
183 0 183
TOTAL CAPITALIZATION AND LIABILITIES $4,806 $(1,831) $6,637
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
UTILITY CONSTRUCTORS INC. S-6
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $ 9,783 $ 9,783
OPERATING EXPENSES:
OPERATION EXPENSE 10,377 10,377
PROPERTY, FRANCHISE &
OTHER TAXES 139 139
DEPRECIATION, DEPLETION &
AMORTIZATION 772 772
INCOME TAXES - NET 711 (40)(c) 671
11,999 (40) 11,959
OPERATING INCOME (2,216) (40) (2,176)
OTHER INCOME 3,046 3,046
INCOME BEFORE INTEREST CHARGES 830 (40) 870
INTEREST CHARGES:
INTEREST - INTERCOMPANY 269 114 (b) 383
OTHER INTEREST 4 4
273 114 387
INCOME BEFORE CUMULATIVE EFFECT 557 74 483
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589) (589)
NET INCOME (32) 74 (106)
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 (2,443) (2,443)
(2,475) 74 (2,549)
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $(2,475) $ 74 $(2,549)
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
UTILITY CONSTRUCTORS INC. S-6
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 1,945
Notes Payable Intercompany - Current 1,945
To increase money pool borrowings
to allocated share of incremental borrowings.
(b)
Interest Expense Intercompany 114
Cash 114
To record additional interest expense on
borrowings on entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 40
Income Tax Expense 40
To record tax effect of entry (b) at 35%.
NATIONAL FUEL RESOURCES, INC. S-7
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 69 $ 69
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATIO 13 13
56 0 56
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 541 15,261 (a,b) 15,802
NOTES RECEIVABLE - INTERCOMPANY 6,800 6,800
ACCOUNTS RECEIVABLE - INTERCOMPANY 35 35
ACCOUNTS RECEIVABLE - NET 2,383 2,383
PREPAYMENTS 97 97
9,856 15,261 25,117
OTHER ASSETS
DEFERRED CHARGES 9 9
OTHER 1,216 1,216
1,225 0 1,225
TOTAL ASSETS $11,137 $ 15,261 $26,398
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 10 $ 10
PAID IN CAPITAL 3,490 3,490
EARNINGS REINVESTED IN THE
BUSINESS 3,696 616 (b,c) 3,080
TOTAL CAPITALIZATION 7,196 616 6,580
CURRENT AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE 818 818
ACCOUNTS PAYABLE-INTERCOMPANY 932 932
NOTES PAYABLE INTERCOMPANY 0 (16,208)(a) 16,208
OTHER ACCRUALS AND CURRENT LIAB. 1,867 331 (c) 1,536
3,617 (15,877) 19,494
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (117) (117)
OTHER DEFERRED CREDITS 441 441
324 0 324
TOTAL CAPITALIZATION AND LIABILITIES $11,137 $(15,261) $26,398
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL RESOURCES, INC. S-7
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $41,308 $41,308
OPERATING EXPENSES:
PURCHASED GAS SOLD 36,947 36,947
OPERATION EXPENSE 1,722 1,722
PROPERTY, FRANCHISE &
OTHER TAXES 90 90
DEPRECIATION, DEPLETION &
AMORTIZATION 293 293
INCOME TAXES - NET 946 (331)(c) 615
39,998 (331) 39,667
OPERATING INCOME 1,310 (331) 1,641
OTHER INCOME 294 294
INCOME BEFORE INTEREST CHARGES 1,604 (331) 1,935
INTEREST CHARGES:
OTHER INTEREST 15 947 (b) 962
NET INCOME 1,589 616 973
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 2,107 2,107
3,696 616 3,080
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $3,696 $616 $ 3,080
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
NATIONAL FUEL RESOURCES, INC. S-7
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 16,208
Notes Payable Intercompany - Current 16,208
To increase money pool borrowings
to allocated share of incremental borrowings.
(b)
Interest Expense Intercompany 947
Cash 947
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 331
Income Tax Expense 331
To record tax effect of entry (b) at 35%.
LEIDY HUB, INC. S-8
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 3 $ 3
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 3 3
- - -
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 78 2,930 (a,b) 3,008
PREPAYMENTS 6 6
84 2,930 3,014
OTHER ASSETS
DEFERRED CHARGES 2 2
OTHER 718 718
720 0 720
TOTAL ASSETS $ 804 $2,930 $3,734
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 4 $ 4
PAID IN CAPITAL 1,038 1,038
EARNINGS REINVESTED IN THE
BUSINESS (420) 118 (b,c) (538)
TOTAL CAPITALIZATION 622 118 504
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE - INTERCOMPANY 200 (3,112)(a) 3,312
ACCOUNTS PAYABLE-INTERCOMPANY 2 2
OTHER CURRENT AND ACCRUED LIABILITIES 28 64 (c) (36)
230 (3,048) 3,278
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (48) (48)
(48) 0 (48)
TOTAL CAPITALIZATION AND LIABILITIES $ 804 $(2,930) $3,734
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
LEIDY HUB, INC. S-8
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $ - $ -
OPERATING EXPENSES:
OPERATION EXPENSE 13 13
INCOME TAXES - NET 21 (64)(c) (43)
34 (64) (30)
OPERATING INCOME (34) (64) 30
OTHER INCOME 85 85
INCOME BEFORE INTEREST CHARGES 51 (64) 115
INTEREST CHARGES:
INTEREST - INTERCOMPANY 11 182 (b) 193
NET INCOME 40 118 (78)
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 (460) (460)
(420) 118 (538)
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $(420) $118 $(538)
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
LEIDY HUB, INC. S-8
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 3,112
Notes Payable Intercompany - Current 3,112
To increase money pool borrowings
to allocable share of incremental borrowings.
(b) 182
Interest Expense Intercompany 182
Cash
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 64
Income Tax Expense 64
To record tax effect of entry (b) at 35%.
HIGHLAND LAND & MINERALS, INC. S-9
PRO FORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $3,070 $3,070
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 1,117 1,117
1,953 0 1,953
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 315 3,052 (a,b) 3,367
NOTES RECEIVABLE- INTERCOMPANY 2,600 2,600
ACCOUNTS RECEIVABLE INTERCOMPANY 113 113
ACCOUNTS RECEIVABLE 305 305
MATERIALS AND SUPPLIES 544 544
PREPAYMENTS 108 108
3,985 3,052 7,037
TOTAL ASSETS $5,938 $ 3,052 $8,990
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 5 $ 5
PAID IN CAPITAL 445 445
EARNINGS REINVESTED IN THE
BUSINESS 4,656 124 (b,c) 4,532
TOTAL CAPITALIZATION 5,106 124 4,982
CURRENT AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE 9 9
ACCOUNTS PAYABLE-INTERCOMPANY 392 392
NOTES PAYABLE INTERCOMPANY - (3,242)(a) 3,242
OTHER ACCRUALS AND CURRENT LIAB. 456 66 (c) 390
857 (3,176) 4,033
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (34) (34)
OTHER DEFERRED CREDITS 9 9
(25) 0 (25)
TOTAL CAPITALIZATION AND LIABILITIES $5,938 (3,052) $8,990
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
HIGHLAND LAND & MINERALS, INC. S-9
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $8,101 $8,101
OPERATING EXPENSES:
OPERATION EXPENSE 6,745 6,745
PROPERTY, FRANCHISE &
OTHER TAXES 87 87
DEPRECIATION, DEPLETION &
AMORTIZATION 272 272
INCOME TAXES - NET 386 (66)(c) 320
7,490 (66) 7,424
OPERATING INCOME 611 (66) 677
OTHER INCOME 203 203
INCOME BEFORE INTEREST CHARGES 814 (66) 880
INTEREST CHARGES:
INTEREST - INTERCOMPANY - 190 (b) 190
- 190 190
NET INCOME 814 124 690
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 3,842 3,842
4,656 124 4,532
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $4,656 $124 $4,532
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
HIGHLAND LAND & MINERALS, INC. S-9
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
Thousands of Dollars)
Debit Credit
(a)
Cash 3,242
Notes Payable Intercompany - Current 3,242
To increase money pool borrowings
to allocable share of incremental borrowings.
(b)
Interest Expense Intercompany 190
Cash 190
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 66
Income Tax Expense 66
To record tax effect of entry (b) at 35%.
DATA-TRACK ACCOUNT SERVICES, INC. S-10
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
PROPERTY, PLANT AND EQUIPMENT $110 $ 110
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 2 2
108 0 108
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 113 610 (a,b) 723
NOTES RECEIVABLE - INTERCOMPANY 400 400
ACCOUNTS RECEIVABLE - INTERCOMPANY 31 31
544 610 1,154
TOTAL ASSETS $652 $ 610 $1,262
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL STOCK OF SUBSIDIARIES $ 1 1
PAID IN CAPITAL 499 499
EARNINGS REINVESTED IN THE
BUSINESS 117 25 (b,c) 92
TOTAL CAPITALIZATION 617 25 592
CURRENT AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE 1 1
ACCOUNTS PAYABLE-INTERCOMPANY 9 9
NOTES PAYABLE INTERCOMPANY 0 (648)(a) 648
OTHER ACCRUALS AND CURRENT
LIABILITIES 29 13 (c) 16
39 (635) 674
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME
TAXES (1) (1)
OTHER DEFERRED CREDITS (3) (3)
(4) 0 (4)
TOTAL CAPITALIZATION AND LIABILITIES $652 $(610) $1,262
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
DATA-TRACK ACCOUNT SERVICES, INC. S-10
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $442 $442
OPERATING EXPENSES:
OPERATION EXPENSE 398 398
PROPERTY, FRANCHISE &
OTHER TAXES 2 2
DEPRECIATION, DEPLETION &
AMORTIZATION 1 1
INCOME TAXES - NET 26 (13)(c) 13
427 (13) 414
OPERATING INCOME 15 (13) 28
OTHER INCOME 23 23
INTEREST BEFORE INTEREST CHARGES 38 (13) 51
INTEREST CHARGES
INTEREST - INTERCOMPANY - 38 (b) 38
NET INCOME 38 25 13
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 79 79
117 25 92
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $117 $ 25 $ 92
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
DATA TRACK ACCOUNT SERVICES, INC. S-10
PRO FORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 648
Notes Payable Intercompany - Current 648
To increase money pool borrowings
to allocable share of incremental borrowings.
(b)
Interest Expense Intercompany 38
Cash 38
To record interest expense on borrowings
in entry (a) at a rate of 5.845%.
(c)
Income Tax Payable 13
Income Tax Expense 13
To record tax effect of entry (b) at 35%.
HORIZON ENERGY DEVELOPMENT, INC. S-11
PROFORMA BALANCE SHEET Page 1 of 3
AT AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
ASSETS
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS $ - $ 46,783 (a,b,c) $46,783
TOTAL ASSETS $ - $ 46,783 $46,783
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
CAPITAL OF SUBSIDIARIES $ - $ (1)(a) $ 1
PAID IN CAPITAL - (999)(a) 999
EARNINGS REINVESTED IN THE
BUSINESS - 1,847 (c,d) (1,847)
TOTAL CAPITALIZATION - 847 (847)
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE INTERCOMPANY - (48,625)(b) 48,625
OTHER CURRENT AND ACCRUED
LIABILITIES - 995 (d) (995)
TOTAL CURRENT AND ACCRUED LIABILITIES - (47,630) 47,630
TOTAL CAPITALIZATION AND LIABILITIES $ - $(46,783) $46,783
SEE NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS.
HORIZON ENERGY DEVELOPMENT, INC. S-11
PROFORMA STATEMENTS OF INCOME AND Page 2 of 3
EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Adjustments
Per Books Dr. (Cr.) Pro Forma
OPERATING REVENUES $ - $ -
OPERATING EXPENSES:
INCOME TAXES - NET - (995)(d) (995)
- (995) (995)
OPERATING INCOME - (995) 995
INCOME BEFORE INTEREST CHARGES - (995) 995
INTEREST CHARGES:
INTEREST - INTERCOMPANY - 2,842 (c) 2,842
- 2,842 2,842
NET INCOME - 1,847 (1,847)
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT SEPTEMBER 1, 1994 - -
1,847 (1,847)
DIVIDENDS ON COMMON STOCK - -
BALANCE AT AUGUST 31, 1995 $ - $1,847 $(1,847)
SEE NOTES TO PROFORMA ONSOLIDATED FINANCIAL STATEMENTS.
HORIZON ENERGY DEVELOPMENT, INC. S-11
PROFORMA ADJUSTING ENTRIES Page 3 of 3
AS OF AUGUST 31, 1995
(UNAUDITED)
(Thousands of Dollars)
Debit Credit
(a)
Cash 1,000
Capital Stock of Subsidiaries 1
Paid In Capital 999
To record Parent Company's initial investment in Horizon.
(b)
Cash 48,625
Notes Payable Intercompany - Current 48,625
To increase money pool borrowings
to allocable share of incremental borrowings.
(c)
Interest Expense Intercompany 2,842
Cash 2,842
To record interest expense on borrowings in entry (b)
at a rate of 5.845%.
(d)
Income Tax Payable 995
Income Tax Expense 995
To record tax effect of entry (c) at 35%.
<TABLE>
<CAPTION>
NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES S-12
NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS Page 1 of 1
1) The Notes to the Consolidated Financial Statements appearing under Part II, Item 8 of National Fuel Gas
Company's September 30, 1994 Form 10 - K are incorporated herein by reference.
2) The Notes to Consolidated Financial Statements appearing under Part I, Item 1 of National Fuel Gas
Company's December 31, 1994 Form 10 - Q, March 31, 1995 Form 10 - Q and June 30, 1995
Form 10 - Q are incorporated herein by reference.
3) Analysis of Investments in Associated Companies at August 31, 1995 (per Books):
<S> <C> <C> <C> <C> <C>
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 Acquisition Acquisition Equity
National Fuel Gas Company:
National Fuel Gas Distribution Corporation $59,171 $121,668 $4,636 $213,837 $399,312
National Fuel Gas Supply Corporation 25,345 35,833 2,453 141,638 205,269
Seneca Resources Corporation 500 104,035 6 10,456 114,997
Leidy Hub, Inc. 4 1,038 - (420) 622
Highland Land & Minerals, Inc. 5 445 - 4,656 5,106
Utility Constructors, Inc. 1 5,959 - (2,475) 3,485
Data-Track Account Services, Inc. 1 499 - 117 617
National Fuel Resources, Inc. 10 3,490 - 3,696 7,196
Consolidating Adjustment - - - 6,355 6,355
85,037 272,967 7,095 377,860 742,959
National Fuel Gas Supply Corporation:
Seneca Resources Corporation - 61 61
$85,037 $273,028 $7,095 $377,860 $743,020
</TABLE>
