File No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
U-1
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
10 Lafayette Square
Buffalo, New York 14203
___________________________________________________
Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:
Philip C. Ackerman Gerald T. Wehrlin
Senior Vice President Controller
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.
10 Lafayette Square
Buffalo, New York 14203
Item 1. Description of Proposed Transaction
By Order dated December 18, 1990 (HCAR No. 25216) National
Fuel Gas Company ("National"), a public utility holding company
registered under the Public Utility Holding Company Act of 1935, as
amended ("Act"), was authorized to issue and sell from time to time
through October 31, 1995, up to 1,000,000 shares of its authorized
but unissued common stock, no par value, to such bank or trust
company as National may designate as agent for the participants in
National's Customer Stock Purchase Plan, as amended (the "Plan").
National filed a registration statement (No. 33-36868) with
the Commission on September 20, 1990 to register 1,000,000 shares of
National's Common Stock for offer and sale under the Plan. The Plan
is fully described in that registration statement which is filed as
Amendment C to this declaration. All material aspects of the Plan as
set out in File No. 70-7803 remain unchanged.
From December 18, 1990 to January 15, 1995, National issued
and sold 609,156 shares of Common Stock under the Plan. The
cumulative proceeds from the sale of the Common Stock amounted to
$17,721,516.35. Those proceeds were utilized to repay short-term
debt, for interest and dividend requirements, and for general
corporate purposes.
No shares of Common Stock have been issued under the Plan
since January 15, 1995. Rather, cash dividends on all shares of
Common Stock received from, or optional cash payments made by
customers participating in the Plan have been reinvested solely
through open market purchases of National's Common Stock. From
January 16, 1995 to April 15, 1995, 47,522 shares of Common Stock
have been purchased on the open market for distribution under the
Plan.
National wishes to again obtain authority to issue original
issue shares of Common Stock under the Plan. National also reserves
the right to invest the cash and dividends of shareholders
participating in the plan through open market purchases of National's
Common Stock. National will make such a decision from time to time
based upon its needs for Common Stock, and the price and availability
of its Common Stock on the market. Accordingly, National hereby
seeks authorization to issue and sell, from time to time through
October 31, 2000, up to an additional 1,000,000 shares of its
authorized but unissued Common Stock, $1.00 par value ("Additional
Common Stock"), to Chemical Bank (or such other bank or trust company
as National may from time to time designate) as agent for
participants in the Plan.
Use of Proceeds
Applicant-Declarant intends to use the proceeds from the
sale of the Additional Common Stock to repay existing short-term and
long-term debt, to pay interest and dividends, and for other
corporate purposes. In addition, National will, from time to time,
use the proceeds to make additional capital contributions to its
wholly owned subsidiaries.
Item 2. Fees, Commissions and Expenses
Expenses related to new Additional Common Stock are as
follows:
Filing Fees--
Securities and Exchange Commission
U-1 $2,000
S-3 $13,552
Listing Fee--
New York Stock Exchange $1,500
Printing and Engraving $12,500
Legal Fees $35,000
Accounting Fees $10,000
Transfer Agent and Registrar Fee $76,000
Miscellaneous $5,000
Total $155,552
Item 3. Applicable Statutory Provisions
Sections 6, 7(a), and Rules 23, and 62 are applicable to
the transactions contemplated hereunder.
Applicable Provisions Proposed Transaction
Sections 6 and 7(a) Original issuance of registered
Rule 23 shares of National Common Stock
under the Applicant's Customer
Stock Purchase Plan
To the extent that the proposals herein are considered
by the SEC to require authorization, approval, or exemption under
any section of the Act or provision of the rule or regulations
other than those specifically referred to herein, request for
such authorization, approval, or exemption is hereby made.
Item 4. Regulatory Authority
No federal regulatory authority, other than the SEC,
has jurisdiction over the proposals. No state regulatory agency
has jurisdiction over the proposed transactions.
Item 5. Procedure
The SEC is requested to issue an order permitting the
Application-Declaration to become effective by September 1, 1995,
with respect to consummation of the transactions described herein.
National respectfully requests that the SEC's orders
herein be entered pursuant to the provisions of Rule 23. If a
hearing is ordered, Applicant-Declarant waives a recommended
decision by a hearing officer, or any other responsible officer
of the SEC, and agrees that the Division of Investment
Management, Office of Public Utility Regulation may assist in the
preparation of the SEC's decision and/or order.
Item 6. Exhibits and Financial Statements
(a) Exhibits.
*A-1 Restated Certificate of Incorporation of
National, dated March 15, 1985 filed as Exhibit
A-4 in File No. 70-6667.
*A-2 Certificate of Amendment to Restated Certificate
of Incorporation of National, dated March 16,
1987 filed as Exhibit A-3 to Rule 24 Certificate
in File No. 70-7334.
*A-3 Certificate of Amendment to Restated Certificate
of Incorporation of National, dated February 18,
1988 filed as Exhibit A-4 to File No. 70-7519, as
amended.
*A-4 Certificate of Amendment of Restated Certificate
of Incorporation, dated March 17, 1992 (Exhibit
EX-3(a), Form 10-K for fiscal year ended
September 30, 1992).
*A-5 By-Laws of National, as amended through June 9,
1994 and currently in effect (Exhibit 3.1 to Form
10-K for fiscal year ended September 30, 1992).
*C-1 Registration Statement of National on Form S-3
under the 1933 Act relating to the Additional
Common Stock (File No. 33-36868).
**F-1 Opinion of Stryker, Tams, and Dill.
G Financial Data Schedule.
**H-1 Proposed Form of Notice.
(b) Financial Statements
(i) Consolidated Balance Sheet as of March 31, 1995.
(ii) Consolidated Statement of Income and Earnings
Reinvested in the Business for the twelve months
ended March 31, 1995.
(iii) Notes to Consolidated Financial Statements.
No material changes not in the ordinary course of business
have occurred since March 31, 1995.
* Incorporated by reference.
** To be filed by Amendment.
Item 7.
The proposed transactions outlined herein involve no
action which will significantly affect the quality of the
environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the transactions
proposed in the Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this Application Declaration to be signed on their behalf
by the undersigned thereunto duly authorized.
Dated: July 14, 1995
NATIONAL FUEL GAS COMPANY
By: /s/Geral T. Wehrlin
Gerald T. Wehrlin
Controller
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000070145
<NAME> NATIONAL FUEL GAS COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,600,526
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 267,332
<TOTAL-DEFERRED-CHARGES> 14,287
<OTHER-ASSETS> 195,766
<TOTAL-ASSETS> 2,077,911
<COMMON> 37,421
<CAPITAL-SURPLUS-PAID-IN> 328,797
<RETAINED-EARNINGS> 402,336
<TOTAL-COMMON-STOCKHOLDERS-EQ> 822,554
0
0
<LONG-TERM-DEBT-NET> 404,000
<SHORT-TERM-NOTES> 70,700
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 20,000
<LONG-TERM-DEBT-CURRENT-PORT> 154,500
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 606,157
<TOT-CAPITALIZATION-AND-LIAB> 2,077,911
<GROSS-OPERATING-REVENUE> 1,005,701
<INCOME-TAX-EXPENSE> 44,045
<OTHER-OPERATING-EXPENSES> 835,421
<TOTAL-OPERATING-EXPENSES> 879,466
<OPERATING-INCOME-LOSS> 126,235
<OTHER-INCOME-NET> 3,316
<INCOME-BEFORE-INTEREST-EXPEN> 129,551
<TOTAL-INTEREST-EXPENSE> 50,846
<NET-INCOME> 78,116
0
<EARNINGS-AVAILABLE-FOR-COMM> 78,116
<COMMON-STOCK-DIVIDENDS> 58,731
<TOTAL-INTEREST-ON-BONDS> 39,719
<CASH-FLOW-OPERATIONS> 226,134
<EPS-PRIMARY> 2.09
<EPS-DILUTED> 2.09
</TABLE>
(b)(i)
NATIONAL FUEL GAS COMPANY
CONSOLIDATED BALANCE SHEET
AT MARCH 31, 1995
(Thousands of Dollars)
(Unaudited)
ASSETS
PROPERTY, PLANT AND EQUIPMENT $2,252,292
LESS - ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION 651,766
1,600,526
CURRENT ASSETS
CASH & TEMP. CASH INVESTMENTS 13,582
RECEIVABLES - NET 159,199
UNBILLED UTILITY REVENUE 37,720
GAS STORED UNDERGROUND 5,935
MATERIALS AND SUPPLIES 24,839
PREPAYMENTS 26,057
267,332
OTHER ASSETS
RECOVERABLE FUTURE TAXES 99,020
UNAMORTIZED DEBT EXPENSE 27,234
OTHER REGULATORY ASSETS 37,447
DEFERRED CHARGES 14,287
OTHER 32,065
210,053
TOTAL ASSETS $2,077,911
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON STOCK $37,421
PAID IN CAPITAL 382,797
EARNINGS REINVESTED IN THE BUSINESS 402,336
822,554
LONG TERM DEBT, NET OF CURRENT PORTION 404,000
TOTAL CAPITALIZATION 1,226,554
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE TO BANKS AND COMMERCIAL PAPER 90,700
CURRENT PORTION OF LONG-TERM DEBT 154,500
ACCOUNTS PAYABLE 50,025
AMOUNTS PAYABLE TO CUSTOMERS 48,240
OTHER ACCRUALS AND CURRENT LIABILITIES 129,524
472,989
DEFERRED CREDITS
ACCUMULATED DEFERRED INCOME TAXES 284,823
TAXES REFUNDABLE TO CUSTOMERS 31,688
UNAMORTIZED INVESTMENT TAX CREDIT 13,714
OTHER DEFERRED CREDITS 48,143
378,368
TOTAL CAPITALIZATION AND LIABILITIES $2,077,911
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
(b)(ii)
NATIONAL FUEL GAS COMPANY
CONSOLIDATED STATEMENTS
OF INCOME AND EARNINGS REINVESTED IN THE BUSINESS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1995
(Thousands of Dollars)
(Unaudited)
OPERATING REVENUES $1,005,701
OPERATING EXPENSES:
PURCHASED GAS 370,726
OPERATION EXPENSE 266,520
MAINTENANCE 28,029
PROPERTY, FRANCHISE &
OTHER TAXES 96,145
DEPRECIATION, DEPLETION &
AMORTIZATION 74,001
INCOME TAXES - NET 44,045
879,466
OPERATING INCOME 126,235
OTHER INCOME 3,316
INCOME BEFORE INTEREST CHARGES 129,551
INTEREST CHARGES:
INTEREST ON LONG-TERM
DEBT 39,719
OTHER INTEREST 11,127
50,846
INCOME BEFORE CUMULATIVE EFFECT 78,705
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (589)
NET INCOME AVAILABLE FOR COMMON
STOCK 78,116
EARNINGS REINVESTED IN THE BUSINESS
BALANCE AT APRIL 1, 1994 382,951
461,067
DIVIDENDS ON COMMON STOCK (58,731)
BALANCE AT MARCH 31, 1995 $402,336
EARNINGS PER COMMON SHARE
INCOME BEFORE CUMULATIVE EFFECT $2.11
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING (0.02)
NET INCOME AVAILABLE FOR COMMON
STOCK $2.09
WEIGHTED AVG. COMMON SHARES
OUTSTANDING 37,279,331
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
(b)(iii)
NATIONAL FUEL GAS COMPANY AND SUBSUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1) The Notes to Consolidated Financial Statements appearing on pages 58 to 88
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 on pages 7 - 11 of
National Fuel Gas Company's December 31, 1994 Form 10-Q and pages 8 - 13
of National Fuel Gas Company's March 31, 1995 Form 10-Q are incorporated
herein by reference.
3) Analysis of Investments in Associated Companies at March 31, 1995 (per
Books):
<TABLE>
<CAPTION>
Earnings
Reinvested
Total
Par or in the
Unremitted Investment
Stated Value Business
Earnings in Associated
of Subsidiary Paid in at
Since Companies at
Stock Capital Acquisition
Acquisition Equity
<S> <C> <C> <C> <C>
<C>
National Fuel Gas Company:
National Fuel Gas Distribution
Corporation $59,170 $121,668 $4,636
$231,881 $417,355
National Fuel Gas Supply
Corporation 25,345 35,833 2,453
137,256 200,887
Seneca Resources Corporation 500 104,035 6
7,007 111,548
Leidy Hub, Inc. 4 1,038
(411) 631
Highland Land & Minerals, Inc. 5 445
4,534 4,984
Utility Constructors, Inc. 1 5,959
(2,957) 3,003
Data-Track Account Services,
Inc. 1 499
97 597
National Fuel Resources, Inc. 10 3,490
3,444 6,944
Consolidating Adjustment
5,598 5,598
85,036 272,967 7,095
386,449 751,547
National Fuel Gas Supply Corporation:
Seneca Resources Corporation 61
61
$85,036 $273,028 $7,095
$386,449 $751,608
</TABLE>
