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
("Distribution Corporation"), National Fuel Gas Supply
Corporation, Seneca Resources Corporation, 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 7, 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 June 13, 2025
at an interest rate of 7.375%. On June 7, 1995, the Company
accepted the offer by executing a Terms Agreement with Lehman
Brothers Inc., one of the Agents named in the Distribution
Agreement dated July 21, 1993, as amended.
On June 12, 1995, the Company issued and sold
$50,000,000 aggregate principal amount of its 7.375% non-
redeemable MTNs due June 13, 2025 to Lehman Brothers Inc.
The proceeds from the sale of the 7.375% non-redeemable
MTNs due June 13, 2025 were loaned to Distribution Corporation in
<PAGE>
exchange for long-term unsecured notes issued by Distribution
Corporation.
Attached hereto and incorporated by reference are:
Exhibit A-1 - Copy of Pricing Supplement No. 5 used in
connection with the sale of the MTNs.
Exhibit B-1 - Conformed copy of the Terms Agreement
dated June 7, 1995 between the Company and Lehman Brothers 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 21st day of
June, 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. Wehrlin
-----------------------
Gerald T. Wehrlin
Secretary, Treasurer and
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
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
Exhibit A-1 - Copy of Pricing Supplement No. 5 used in
connection with the sale of the MTNs.
Exhibit B-1 - Conformed copy of the Terms Agreement dated
June 7, 1995 between the Company and Lehman
Brothers 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.
Exhibit A-1
Rule 424(b)(3)
File No. 33-49401
PRICING SUPPLEMENT NO. 5, DATED June 7, 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 7, 1995
Principal Amount: $50,000,000
Price to Public: 99.297%
Issue Date: June 12, 1995 (the Offered Notes
will bear interest from June 12, 1995)
Maturity Date: June 13, 2025
Interest Rate: 7.375%
Underwriting Discounts and Commissions: .75%
Proceeds to the Company: $49,273,500
Redemption Terms: Non-Redeemable
UNDERWRITING
Subject to the terms and conditions set forth in a
Terms Agreement, dated June 7, 1995 between Lehman Brothers 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.
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 7, 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,
Lehman Brothers 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 98.547%
of the principal amount thereof.
Principal Amount: $50,000,000
Interest Rate: 7.375%
Price to Public: 99.297%
Underwriting Discounts
and Commissions: .75%
Proceeds to the Company: $49,273,500
Settlement Date: June 12, 1995
Redemption Terms: Non-Redeemable
Date of Maturity: June 13, 2025
Issue Date: June 12, 1995 (the
Offered Notes will
bear interest from
June 12, 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 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.
LEHMAN BROTHERS INC.
By: /s/ Bart McDade
----------------------
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
June 19, 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 ("Distribution Corporation"), National Fuel Gas
Supply Corporation, Seneca Resources Corporation, 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 7.375% Medium-Term Notes,
Series C, due June 13, 2025 (the "MTNs"), and (ii) the
acquisition by National of $50,000,000 in long-term unsecured
notes issued by Distribution Corporation (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 June 19, 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/ Robert J. Reger
--------------------
Robert J. Reger, Jr.
Exhibit F-2(a)
Stryker, Tams & Dill
Two Penn Plaza East
Newark, New Jersey 07105
June 19, 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
("Distribution"), National Fuel Gas Supply Corporation, Seneca
Resources Corporation, 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 7.375% Medium-Term Notes,
Series C, due June 13, 2025 (the "MTNs"), and (ii) the
acquisition by National of $50,000,000 in long-term unsecured
notes issued by Distribution (the "Distribution 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.
<PAGE>
Securities & Exchange Commission June 19, 1995
3. All laws of the State of New Jersey applicable to the
above-described transactions (other than the New Jersey Uniform
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 Distribution 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 7, 1995 between National and Lehman
Brothers Inc.
2
<PAGE>
Securities & Exchange Commission June 19, 1995
In rendering the opinion expressed in paragraph 5 hereof, we
have assumed that the Distribution Notes were lawfully issued by
Distribution; that all authorizations and approvals (corporate,
governmental and otherwise) required in connection with the
issuance and sale of the Distribution Notes have been duly
obtained by Distribution; and that the Distribution Notes have
been duly issued and delivered for the consideration contemplated
and constitute the legal, valid, binding and enforceable
obligations of Distribution.
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 June 19, 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
June 19, 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.
1) The capital stock of National Fuel Gas Company
("National") issued and outstanding on the date of this
letter consists solely of common stock.
2) Stryker, Tams & Dill has participated in obtaining the
authorizations for the issuance of all outstanding
debentures of National.
3) 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.
4) 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.
5) The issuance and sale by National of $50,000,000 in
aggregate principal amount of its non-redeemable 7.375%
Medium-Term Notes, Series C due June 13, 2025, 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. June 19, 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
Exhibit F-3(a)
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
June 19, 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 Distribution Corporation (the "Distribution
Notes").
I am of the opinion that:
1. Distribution Corporation is a corporation validly
organized and duly existing under the laws of the
State of New York.
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 June 19, 1995
4. The Distribution Notes are valid and binding
obligations of Distribution 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 Distribution
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 State of New York 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 jurisdiction 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
