UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-------------------------------------X
:
In the Matter of :
:
NATIONAL FUEL GAS COMPANY : CERTIFICATE
NATIONAL FUEL GAS :
DISTRIBUTION CORPORATION : PURSUANT TO
NATIONAL FUEL GAS SUPPLY CORPORATION : RULE 24
SENECA RESOURCES CORPORATION : -----------
NATIONAL FUEL RESOURCES, INC. :
UTILITY CONSTRUCTORS, INC. :
:
File No. 70-8541 :
:
(Public Utility Holding Company :
Act of 1935) :
-------------------------------------X
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, that the transactions
described below, which were proposed by National Fuel Gas Company
("Company"), National Fuel Gas Distribution Corporation, National
Fuel Gas Supply Corporation, Seneca Resources Corporation
("Seneca"), National Fuel Resources, Inc. and Utility
Constructors, Inc., in the above file, have been carried out in
accordance with the terms and conditions of and for the purposes
represented by said joint Application or Declaration, as amended,
and pursuant to the order of the Securities and Exchange
Commission with respect thereto dated April 20, 1995.
On June 28, 1995, the Company was notified of an offer
to purchase $50,000,000 aggregate principal amount of the
Company's Medium-Term Notes, Series C ("MTNs") due July 2, 1998
at an interest rate of 6.08%. On June 28, 1995, the Company
accepted the offer by executing a Terms Agreement with Bear,
Stearns & Co. Inc., one of the Agents named in the Distribution
Agreement dated July 21, 1993, as amended.
On July 3, 1995, the Company issued and sold
$50,000,000 aggregate principal amount of its 6.08% non-
redeemable MTNs due July 2, 1998 to Bear, Stearns & Co. Inc.
The proceeds from the sale of the 6.08% non-redeemable
MTNs due July 2, 1998 were loaned to Seneca in exchange for long-
term unsecured notes issued by Seneca.
<PAGE>
Attached hereto and incorporated by reference are:
Exhibit A-1 - Copy of Pricing Supplement No. 6 used in
connection with the sale of the MTNs.
Exhibit B-1 - Conformed copy of the Terms Agreement
dated June 28, 1995 between the Company and Bear, Stearns & Co.
Inc.
Exhibit F-1(a) - Post effective opinion of Reid &
Priest LLP.
Exhibit F-2(a) - Post effective opinion of Stryker,
Tams & Dill.
Exhibit F-3(a) - Post effective opinion of Richard M.
DiValerio, Esq.
IN WITNESS WHEREOF, National Fuel Gas Company has
caused this certificate to be executed this 12th day of
July, 1995.
NATIONAL FUEL GAS COMPANY
By /s/ Gerald T. Wehrlin
------------------------
Gerald T. Wehrlin
Controller
NATIONAL FUEL GAS
DISTRIBUTION CORPORATION
By /s/ Gerald T. Wehrlin
------------------------
Gerald T. Wehrlin
Senior Vice President,
Controller
NATIONAL FUEL GAS SUPPLY
CORPORATION
By /s/ Joseph P. Pawlowski
------------------------
Joseph P. Pawlowski
Treasurer
2
<PAGE>
SENECA RESOURCES CORPORATION
By /s/ Gerald T. Werhlin
------------------------
Gerald T. Wehrlin
Controller
NATIONAL FUEL RESOURCES, INC.
By /s/ Robert J. Kreppel
------------------------
Robert J. Kreppel
President
UTILITY CONSTRUCTORS, INC.
By /s/ Joseph P. Pawlowski
------------------------
Joseph P. Pawlowski
Treasurer
3
<PAGE>
EXHIBIT INDEX
Exhibit
-------
A-1 Copy of Pricing Supplement No. 6 used in
connection with the sale of the MTNs.
B-1 Conformed copy of the Terms Agreement
dated June 28, 1995 between the Company and
Bear, Stearns & Co. Inc.
F-1(a) Post effective opinion of Reid & Priest LLP.
F-2(a) Post effective opinion of Stryker, Tams &
Dill.
F-3(a) Post effective opinion of Richard M.
DiValerio, Esq.
Exhibit A-1
Rule 424(b)(3)
File No. 33-49401
PRICING SUPPLEMENT NO. 6, DATED June 28, 1995
(To Prospectus dated April 15, 1994
and Prospectus Supplement dated April 15, 1994)
NATIONAL FUEL GAS COMPANY
(Medium-Term Notes, Series C)
Trade Date: June 28, 1995
Principal Amount: $50,000,000
Price to Public: At varying prices as described below
Issue Date: July 3, 1995 (the Offered Notes
will bear interest from July 3, 1995)
Maturity Date: July 2, 1998
Interest Rate: 6.08%
Underwriting Discounts and Commissions: .35%
Proceeds to the Company: $49,825,000
Redemption Terms: Non-Redeemable
UNDERWRITING
Subject to the terms and conditions set forth in a
Terms Agreement, dated June 28, 1995 between Bear, Stearns & Co.
Inc. (the "Purchaser") and the Company (the "Terms Agreement"),
the Purchaser has agreed to purchase from the Company, and the
Company has agreed to sell to the Purchaser, as principal,
$50,000,000 principal amount of the Offered Notes.
The Company has been advised by the Purchaser that it
proposes to offer the Offered Notes to one or more investors or
other purchasers, including other dealers, from time to time in
one or more transactions, including negotiated transactions, at
varying prices related to prevailing market prices at the time of
resale.
Under the terms and conditions of the Terms Agreement,
the Company has agreed that during the period ending on the Issue
Date set forth above, it will not offer for sale, issue or sell,
or enter into any agreement to offer for sale, issue or sell, any
securities of the Company having terms substantially similar to
those of the Offered Notes.
COMPANY UNDERTAKING
The Company undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
the accompanying Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the
documents referred to therein which have been or may be
incorporated in the accompanying Prospectus by reference, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to: Curtis W. Lee,
General Manager - Finance, National Fuel Gas Company, 10
Lafayette Square, Buffalo, New York 14203, telephone (716) 857-
7812.
EXPERTS
The financial statements incorporated in the
accompanying Prospectus by reference to the Annual Report on Form
10-K, for the year ended September 30, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The information incorporated in the accompanying
Prospectus by reference to the Company's Annual Report on Form
10-K, for the fiscal year ended September 30, 1994, relating to
the oil and gas reserves of Seneca Resources Corporation which
has been specifically attributed to Ralph E. Davis Associates,
Inc. has been reviewed and verified by that firm and has been
included herein in reliance upon the authority of said as an
expert.
Exhibit B-1
NATIONAL FUEL GAS COMPANY
Medium-Term Notes, Series C
TERMS AGREEMENT
---------------
June 28, 1995
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Dear Ladies and Gentlemen:
Subject to the terms and conditions set forth herein,
Bear, Stearns & Co. Inc. (the "Purchaser") agrees to purchase
from National Fuel Gas Company (the "Company"), and the Company
agrees to sell to the Purchaser, $50,000,000 principal amount of
the Company's Medium-Term Notes, Series C having the terms set
forth below (the "Offered Notes") at a purchase price equal to
99.65% of the principal amount thereof.
Principal Amount: $50,000,000
Interest Rate: 6.08%
Price to Public: See Below
Underwriting Discounts
and Commissions: .35%
Proceeds to the Company: $49,825,000
Settlement Date: July 3, 1995
Redemption Terms: Non-Redeemable
Date of Maturity: July 2, 1998
Issue Date: July 3, 1995 (the Offered
Notes will bear interest
from July 3, 1995)
Payment Terms: Wire transfer of
immediately available
funds
Delivery of Notes: Through the facilities of
The Depository Trust
Company
The Purchaser requires that the Company deliver an
Officers' Certificate pursuant to Section 7(d) of the
Distribution Agreement dated July 21, 1993, as amended, between
the Company and each of the Purchaser and the other parties named
therein (the "Distribution Agreement").
<PAGE>
-2-
The Company agrees that during the period ending on the
Settlement Date, it will not offer for sale, issue or sell, or
enter into any agreement to offer for sale, issue or sell, any
securities of the Company having terms substantially similar to
those of the Offered Notes.
The Company has been advised by the Purchaser that it
proposes to offer the Offered Notes to one or more investors or
other purchasers, including other dealers, from time to time in
one or more transactions, including negotiated transactions, at
varying prices related to prevailing market prices at the time of
resale.
The sale of the Offered Notes to the Purchaser is being
made pursuant to the terms of Section 11 of the Distribution
Agreement. The provisions of the Distribution Agreement are
hereby incorporated by reference herein and shall be deemed to be
part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein.
Please accept this offer by signing a copy of this
Terms Agreement in the space set forth below and returning the
signed copy to us.
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
-----------------------------
Accepted:
NATIONAL FUEL GAS COMPANY
By: /s/ J. P. Pawlowski
-----------------------------
Exhibit F-1(a)
Reid & Priest LLP
A New York Registered Limited Liability Partnership
40 West 57th Street
New York, New York 10019
New York, New York
July 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
National Fuel Resources, Inc.
Utility Constructors, Inc.
File No. 70-8541
------------------------------------------
Ladies and Gentlemen:
With reference to the joint application or declaration
on Form U-1, as amended, filed on December 29, 1994 by National
Fuel Gas Company ("National") and National Fuel Gas Distribution
Corporation, National Fuel Gas Supply Corporation, Seneca
Resources Corporation ("Seneca"), National Fuel Resources, Inc.
and Utility Constructors, Inc., wholly-owned subsidiaries of
National, and, in connection therewith, (i) the issuance and sale
by National of $50,000,000 in aggregate principal amount of its
non-redeemable 6.08% Medium-Term Notes, Series C, due July 2,
1998 (the "MTNs"), and (ii) the acquisition by National of
$50,000,000 in long-term unsecured notes issued by Seneca
(collectively, the "Transactions"), we are of the opinion that:
1. National is a corporation duly organized and
validly existing under the laws of the State of
New Jersey.
2. The above-described Transactions have been
consummated in accordance with the joint
application or declaration, as amended, the order
of the Securities and Exchange Commission thereon
and, with respect to the issuance and sale of the
<PAGE>
Securities & Exchange Commission July 12, 1995
MTNs, the registration statement filed as an
exhibit to such application or declaration.
3. All state laws applicable to the Transactions
(other than so-called "blue-sky" laws or similar
laws, upon which we do not pass herein) have been
complied with.
4. The MTNs are valid and binding obligations of
National enforceable in accordance with their
terms, subject as to enforceability to (i)
bankruptcy, insolvency, reorganization, fraudulent
transfer, fraudulent conveyance, moratorium or
other similar laws affecting the enforcement of
creditors' rights and remedies, and (ii) the
application of general principles of equity
(regardless of whether such enforceability is
considered in a proceeding in equity or at law),
including, without limitation (x) the possible
unavailability of specific performance, injunctive
relief or any other remedy, and (y) concepts of
materiality, reasonableness, good faith, fair
dealing and equitable subordination.
5. The legal rights of the holders of any securities
issued by National have not been violated by the
Transactions.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state.
Accordingly, in giving this opinion, we have relied, as to all
matters governed by the law of the State of New Jersey, upon the
opinion of Stryker, Tams & Dill, New Jersey Counsel for National,
which is to be filed as an exhibit to the Certificate pursuant to
Rule 24.
We hereby consent to the use and filing of this opinion
in connection with and/or as an exhibit to National's Certificate
pursuant to Rule 24.
Very truly yours,
REID & PRIEST LLP
By: /s/ Sean S. Macpherson
-----------------------
Sean S. Macpherson
Exhibit F-2(a)
Stryker, Tams & Dill
Two Penn Plaza East
Newark, New Jersey 07105
July 12, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
National Fuel Resources, Inc.
Utility Constructors, Inc.
File No. 70-8541
------------------------------------------
Ladies and Gentlemen:
With reference to the above-referenced joint
application or declaration on Form U-1, as amended (the
"Application-Declaration"), filed on December 29, 1994 by
National Fuel Gas Company ("National") and its subsidiary
corporations, National Fuel Gas Distribution Corporation,
National Fuel Gas Supply Corporation, Seneca Resources
Corporation ("Seneca"), National Fuel Resources, Inc. and Utility
Constructors, Inc., and, in connection therewith, (i) the
issuance and sale by National of $50,000,000 in aggregate
principal amount of its non-redeemable 6.08% Medium-Term Notes,
Series C, due July 2, 1998 (the "MTNs"), and (ii) the acquisition
by National of $50,000,000 in long-term unsecured notes issued by
Seneca (the "Seneca Notes"), we are of the opinion that:
1. National is a corporation duly organized and validly
existing under the laws of the State of New Jersey.
2. The above-described transactions have been consummated
in accordance with the Application-Declaration, the order of the
Securities and Exchange Commission thereon, and with respect to
the issuance and sale of the MTNs, the registration statement of
National on Form S-3 relating thereto (No. 33-49401), filed as an
exhibit to the Application-Declaration.
3. All laws of the State of New Jersey applicable to the
above-described transactions (other than the New Jersey Uniform
<PAGE>
Securities & Exchange Commission July 12, 1995
Securities Law, as amended, upon which we do not opine herein)
have been complied with.
4. Insofar as New Jersey law is applicable, the MTNs are
valid and binding obligations of National, enforceable against
National in accordance with their terms, except as limited by (x)
bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar laws of
general application relating to or affecting creditors' rights
and remedies and (y) general principles of equity (whether such
enforceability is considered in a proceeding in equity or at
law), including, without limitation, the possible unavailability
of specific performance, injunctive relief or any other equitable
remedy and the concepts of materiality, commercial
reasonableness, good faith, fair dealing and equitable
subordination.
5. Insofar as New Jersey law is applicable, National has
legally acquired the Seneca Notes.
6. The legal rights of the holders of any securities
issued by National have not been violated.
In rendering the opinions expressed in paragraphs 2, 4 and 6
hereof, we have assumed that the MTNs were duly authenticated and
delivered by The Bank of New York (formerly "Irving Trust
Company"), as Trustee (the "Trustee"), in accordance with the
provisions of that certain Indenture dated as of October 15,
1974, between National and the Trustee, as amended and
supplemented, pursuant to which the MTNs were issued. We have
further assumed in this connection that the agreed upon
consideration for the MTNs was paid by the purchaser, as
contemplated by the Distribution Agreement dated as of July 21,
1993, as amended, between National and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns
& Co. Inc., Chase Securities, Inc., Goldman, Sachs & Co., Lehman
Brothers Inc. and PaineWebber Incorporated, as Agents, and the
Terms Agreement dated June 28, 1995 between National and Bear,
Stearns & Co. Inc.
2
<PAGE>
Securities & Exchange Commission July 12, 1995
In rendering the opinion expressed in paragraph 5 hereof, we
have assumed that the Seneca Notes were lawfully issued by
Seneca; that all authorizations and approvals (corporate,
governmental and otherwise) required in connection with the
issuance and sale of the Seneca Notes have been duly obtained by
Seneca; and that the Seneca Notes have been duly issued and
delivered for the consideration contemplated and constitute the
legal, valid, binding and enforceable obligations of Seneca.
We have also received and, in connection with the opinions
expressed in paragraphs 5 and 6 hereof, have relied upon the
representations set forth in the letter of Curtis W. Lee, Esq.,
General Manager - Finance, of National, dated July 7, 1995, a
copy of which is attached hereto; and those opinions are
qualified accordingly.
We consent to the use and filing of this opinion in
connection with or as an exhibit to National's Certificate
pursuant to Rule 24.
Reid & Priest LLP is hereby authorized to rely upon this
opinion as to matters governed by New Jersey law to the same
extent as if it were addressed to them.
Very truly yours,
/s/ Stryker, Tams & Dill
------------------------
STRYKER, TAMS & DILL
Attachment
3
<PAGE>
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
July 7, 1995
Stryker, Tams & Dill
Two Penn Plaza East
Newark, NJ 07105
Att: Charles H. Friedrich, III, Esq.
RE: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
National Fuel Resources, Inc.
Utility Constructors, Inc.
SEC File No. 70-8541
------------------------------------------
Dear Mr. Friedrich:
In connection with the above referenced application or
declaration on Form U-1, as amended, filed with the Securities
and Exchange Commission, and the Medium-Term Note, Series C,
financing, we confirm the following.
I. The capital stock of National Fuel Gas Company
("National") issued and outstanding on the date of this
letter consists solely of common stock.
II. Stryker, Tams & Dill has participated in obtaining the
authorizations for the issuance of all outstanding
debentures of National.
III. Stryker, Tams & Dill has participated in obtaining the
authorizations for the issuance by National of all
commercial paper, short-term notes, and/or long-term
notes outstanding at the date of this letter.
IV. The securities set forth in paragraph 1, 2, and 3
herein, respectively comprise all of the securities of
National outstanding at the date of this letter.
V. The issuance and sale by National of $50,000,000 in
aggregate principal amount of its non-redeemable 6.08%
Medium-Term Notes, Series C due July 2, 1998, was in
compliance with Section 6.05 of the Indenture dated as
of October 15, 1974 from National to The Bank of
<PAGE>
Stryker, Tams & Dill
Charles H. Friedrich, III, Esq. July 7, 1995
New York (formerly Irving Trust Company), as Trustee,
as amended and supplemented to date, and parallel or
analogous sections of all other Indentures heretofore
entered into by National under which debentures have
been issued and are outstanding as of the date of this
letter.
Very truly yours,
/s/ Curtis W. Lee
------------------
Curtis W. Lee
General Manager, Finance
cc. Michael F. Fitzpatrick, Jr.
2
Exhibit F-3(a)
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
July 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
National Fuel Resources, Inc.
Utility Constructors, Inc.
File No. 70-8541
------------------------------------------
Ladies and Gentlemen:
This opinion relates to the joint application or
declaration on Form U-1, as amended, filed on December 29, 1994
by National Fuel Gas Company ("National"), National Fuel Gas
Distribution Corporation ("Distribution Corporation"), National
Fuel Gas Supply Corporation ("Supply"), Seneca Resources
Corporation ("Seneca"), National Fuel Resources, Inc. ("NFR") and
Utility Constructors, Inc. ("Utility Constructors") and the
acquisition by National of $50,000,000 in long-term unsecured
notes issued by Seneca (the "Seneca Notes").
I am of the opinion that:
1. Seneca is a corporation validly
organized and duly existing under the laws of the
State of Pennsylvania.
2. The foregoing transactions have been consummated
in accordance with the application or declaration,
as amended, and the order of the Securities and
Exchange Commission thereon.
3. All state laws applicable to the transactions
have been complied with.
<PAGE>
Securities & Exchange Commission July 12, 1995
4. The Seneca Notes are valid and binding obligations
of Seneca Corporation enforceable in accordance
with their terms, subject as to enforceability to
(i) bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance,
moratorium or other similar laws affecting the
enforcement of creditors' rights and remedies, and
(ii) the application of general principles of
equity (regardless of whether such enforceability
is considered in a proceeding in equity or at
law), including, without limitation (a) the
possible unavailability of specific performance,
injunctive relief or any other remedy, and (b)
concepts of materiality, reasonableness, good
faith and fair dealing and equitable
subordination.
5. National has legally acquired the Seneca Notes.
6. The legal rights of the holders of any securities
issued by National, Distribution Corporation,
Supply, Seneca, NFR and Utility Constructors have
not been violated by the transactions.
I am a member of the Bar of the States of New York and
Pennsylvania and do not hold myself out as an expert of the laws
of any other state. Accordingly, this opinion is expressly
limited to the laws of such jurisdictions as they relate to the
matters covered herein.
I hereby consent to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Richard M. DiValerio
-------------------------
Richard M. DiValerio
2
