File No. 70-8541
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM U-1
APPLICATION OR DECLARATION
under
the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
--------------------------------------------
National Fuel Gas Company National Fuel Gas
10 Lafayette Square Distribution Corporation
Buffalo, New York 14203 10 Lafayette Square
Buffalo, New York 14203
Seneca Resources Corporation National Fuel Gas Supply
10 Lafayette Square Corporation
Buffalo, New York 14203 10 Lafayette Square
Buffalo, New York 14203
National Fuel Resources, Inc. Utility Constructors, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Horizon Energy Development, Inc.
10 Lafayette Square
Buffalo, New York 14203
(Names of companies filing this statement
and addresses of principal executive offices)
---------------------------------------------
NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
---------------------------------------------
Philip C. Ackerman Robert J. Reger, Jr., Esq.
Senior Vice President Reid & Priest LLP
National Fuel Gas Company 40 West 57th Street
10 Lafayette Square New York, New York 10019
Buffalo, New York 14203
(Names and addresses of agents for service)
Item 1. Description of Proposed Transactions.
Paragraph 1 of Item 1 is revised in its entirety to read as
follows:
"National Fuel Gas Company ("National") is a public utility
holding company registered under the Public Utility Holding Company Act of
1935, as amended (the "Holding Company Act"). National Fuel Gas
Distribution Corporation ("Distribution"), National Fuel Gas Supply
Corporation ("Supply"), Seneca Resources Corporation ("Seneca"), National
Fuel Resources, Inc. ("NFR"), Utility Constructors, Inc. ("Utility
Constructors") and Horizon Energy Development, Inc. ("Horizon"), wholly-
owned subsidiaries of National, are joining in this Application-
Declaration. Three other wholly-owned subsidiaries of National, Highland
Land & Minerals, Inc., Data-Track Account Services, Inc. and Leidy Hub,
Inc., have not joined in this Application or Declaration. Neither National
nor any subsidiary of National currently has an ownership interest in an
exempt wholesale generator ("EWG") or a foreign utility company ("FUCO") as
defined in Sections 32 and 33 of the Holding Company Act."
Paragraphs 12 through 15 of Item 1 are revised in their entirety
to read as follows:
"None of the proceeds from the sale of the New Debentures or New
MTNs proposed herein will be used by National or any subsidiary of National
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, a subsidiary of NFR or a subsidiary of National (if
and when formed) in all or a portion of an EWG(s) or FUCO(s)."
National proposes to lend, by December 31, 1997, not to exceed
$250,000,000 to Distribution, not to exceed $150,000,000 to Supply, not to
exceed $150,000,000 to Seneca, not to exceed $20,000,000 to NFR, not to
exceed $20,000,000 to Utility Constructors and not to exceed $100,000,000
to Horizon, in exchange for unsecured subsidiary notes; but the total
amount lent by National to such subsidiaries pursuant to the order herein
requested will not exceed the proceeds received by National from the
issuance of the New Debentures and/or New MTNs. The interest rates and
maturity dates of such notes and their terms, conditions and features will
be designed to parallel the effective cost of capital and other terms,
conditions and features of the corresponding New Debentures and/or New
MTNs. This means, among other things, that National will have the option
to require payment of such notes at any time to the extent that the New
Debentures and/or New MTNs mature, are redeemed, or otherwise reacquired by
National.
Distribution, Supply, Seneca, NFR, Utility Constructors and
Horizon will issue subsidiary notes to National bearing interest at the
effective interest cost of the principal amount of the related New
Debentures and/or New MTNs (which will include the coupon rate of the New
Debenture and/or New MTN issued by National, an amortization of the
underwriters' or agents' fees and an allocation of the other recoverable
costs associated with the long-term debt financing program), in each case
rounded to the next highest 1/100th of 1%. For example, if National (i)
issued $10,000,000 of New MTNs with a term of 30 years, a coupon of 8.50%
and an all-in effective cost of 8.5735% (8.5735% equals 8.50% plus the
effect of amortizing the agents' fees over the life of the New MTN (such
fees for a 30-year New MTN would equal .750 of the aggregate principal
amount of the New MTNs Notes sold)), and (ii) lent those proceeds to
Seneca, Seneca would execute an unsecured promissory note to National
promising to pay $10,000,000 in 30 years with an interest rate of 8.58%.
Seneca's interest payment dates would be the same as those of National
under the corresponding New MTNs, and Seneca would promise to repay
principal to National early if National redeemed or tendered for the
corresponding New MTNs.
The proceeds from the sale of such notes may be used by
Distribution, Supply, Seneca, NFR, Utility Constructors and Horizon (i) to
reduce their respective outstanding short-term borrowings under the lines
of credit described more fully in the Application or Declaration, as
amended, filed with the Commission (File No. 70-8729) and the Commission's
related orders and any successor Application or Declaration and Commission
Order, (ii) to repay notes payable to National which relate to outstanding
debentures or medium-term notes of National that have been redeemed or
tendered for or matured and, to the extent such debentures or medium-term
notes are redeemed or tendered for by National, any premium to the extent
that National and such subsidiaries incur a premium in refinancing, plus
unrecovered debt discount and expense on the outstanding issue tendered for
or redeemed, (iii) for their construction or other capital expenditure
programs, (iv) for Project Activities of Horizon as described in File No.
70-8649 and authorized in HCAR 35-26364 (August 29, 1995), and/or (v) for
general corporate purposes. (Please refer to Item 6 Exhibit (B) S-10
"Projected Statement of Cash Flows by Subsidiary for Calendar Years 1995,
1996 and 1997" for an analysis of the projected borrowing needs of each
National subsidiary joining in this Application or Declaration.)"
Item 6. Exhibits and Financial Statements.
The following exhibits are made a part of this statement:
(A) Exhibits
G Financial Data Schedules.*
(B) Financial Statements
S-10(a) Projected Statement of Cash Flows for Horizon
Energy Development, Inc. for Calendar Years,
1996 and 1997.*
S-11 Horizon Energy Development, Inc. Pro Forma
Statement of Income and Earnings Reinvested
in the Business for the twelve months ended
November 30, 1995, Pro Forma Balance Sheet at
November 30, 1995 and Pro Forma Adjusting
Entries.*
FOOTNOTES
*To be supplied by amendment.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this post-
effective amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
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
SENECA RESOURCES CORPORATION
By /s/ Gerald T. Wehrlin
---------------------
Gerald T. Wehrlin
Secretary, Treasurer and
Controller
NATIONAL FUEL GAS SUPPLY
CORPORATION
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
NATIONAL FUEL RESOURCES, INC.
By /s/ Robert J. Kreppel
---------------------
David F. Smith
President
UTILITY CONSTRUCTORS, INC.
By /s/ Joseph P. Pawlowski
-----------------------
Joseph P. Pawlowski
Treasurer
HORIZON ENERGY DEVELOPMENT, INC.
By /s/ Gerald T. Wehrlin
---------------------
Gerald T. Wehrlin
Secretary
DATED: December 26, 1995
