File No. 70-8541
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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
(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)
<PAGE>
Item 6. Exhibits and Financial Statements.
The following exhibits are made a part of this
statement:
(A) Exhibits
D-1 Copy of Petition of Distribution to the
Public Service Commission of New York.
D-3 Copy of Securities Certificate Application of
Distribution filed with the Pennsylvania
Public Utility Commission.
F-1 Opinion of Reid & Priest LLP, Counsel for
National.
F-2 Opinion of Stryker, Tams & Dill, New Jersey
Counsel for National.
F-3 Opinion of Richard M. DiValerio, Counsel for
Distribution, Supply, Seneca, NFR and Utility
Constructors.
I-1 Schedule of Estimated Fees and Expenses.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this 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
-2-
<PAGE>
NATIONAL FUEL RESOURCES, INC.
By /s/ David F. Smith
----------------------------
David F. Smith
President
UTILITY CONSTRUCTORS, INC.
By /s/ Joseph P. Pawlowski
----------------------------
Joseph P. Pawlowski
Treasurer
DATED: February 22, 1995
-3-
<PAGE>
EXHIBIT INDEX
D-1 Copy of Petition of Distribution to the Public Service
Commission of New York.
D-3 Copy of Securities Certificate Application of
Distribution filed with the Pennsylvania Public Utility
Commission.
F-1 Opinion of Reid & Priest LLP, Counsel for National.
F-2 Opinion of Stryker, Tams & Dill, New Jersey Counsel for
National.
F-3 Opinion of Richard M. DiValerio, Counsel for
Distribution, Supply, Seneca, NFR and Utility
Constructors.
I-1 Schedule of Estimated Fees and Expenses.
<PAGE 1>
EXHIBIT D-1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PETITION TO THE NEW YORK STATE PUBLIC
SERVICE COMMISSION FOR AUTHORIZATION
TO ISSUE $250,000,000 OF PROMISSORY NOTES
CALENDAR YEARS 1995-1996
<PAGE 2>
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
NOTICE OF PROPOSED AGENCY ACTION
Directions: ALL ITEMS MUST BE COMPLETED
Pursuant to the provisions of the State Administrative Procedure Act,
NOTICE is hereby given of the following proposed agency action:
1. Proposed action: Petition of National Fuel Gas Distribution Corporation
("Distribution") to issue promissory notes in the principal amount of not
more than $250,000,000, which petition the Public Service Commission may
approve, reject or modify with or without public hearings.
2. Statutory authority under which action is proposed:
Public Service Law section 69
3. Subject matter to which order relates: Issuance of promissory notes for a
24-month period beginning with the date of the order.
4. Purpose of order: To authorize the issuance of the above notes and the
application of the proceeds thereof for various purposes, including
repayment of existing debt, construction, and general corporate purposes.
5. Terms of proposed agency actions
CHECK APPLICABLE BOX:
( ) The proposed rule, amendment, suspension, or repeal contains 2,000
words or less. The original ribbon copy of the express terms of the
proposed action is a part of this notice and is attached to this
form. The typing for the express terms conforms to the instructions
presented in section 260.2 of Title 19 of the Official Compilation
of Codes, Rules and Regulations of the State of New York.
( ) The proposed rule, amendment, suspension of repeal contains more
than 2,000 words. The original ribbon copy of a description of the
substance of the proposed action is a part of this notice and is
attached to this form. The typing for the description of the
substance conforms to the instructions presented in section 260.2 of
Title 19 of the Official Compilation of Codes, Rules and Regulations
of the State of New York.
( ) Pursuant to section 202(6)(b) of the State Administrative Procedure
Act, the agency elects to print a description of the subject,
purpose and substance of the proposed agency action. The
description contains less than 2,000 words. The original ribbon
copy of the description is attached to this form. The typing for
the description conforms to the instructions presented in section
260.2 of Title 19 of the Official Compilation of Codes, Rules and
Regulations of the State of New York.
<PAGE 3>
Name of Agency Representative Hon. John J. Kelliher
Governor George E. Pataki
Office Address State of New York
Empire State Plaza
Albany, NY 12223
Telephone Number (518) 474-1902
7. Regulatory impact statement (check applicable box):
[ ] A consolidated regulatory impact statement is submitted with this notice
and is being used because:
[ ] The proposed action is one of a series of closely related and
simultaneously proposed rules.
[ ] The proposed action is one of a series of virtually identical
rules proposed during the same year.
[ ] A regulatory impact statement of 2,000 words or less is submitted with
the notice.
[ ] Because the text of the regulatory impact statement exceeds 2,000 words,
a summary is submitted with this notice.
[ ] A regulatory impact statement is not submitted with this notice and is
not required because:
[ ] The proposed action is a technical amendment.
[ ] The action is proposed solely to comply with the plain language
requirement of Executive Order No. 100.
[ ] A regulatory impact statement is not submitted with this notice because
proposed action is subject to a consolidated regulatory impact statement
that was previously printed on page of issue ,
Volume , date of the State Register.
[ ] A regulatory impact statement is not submitted with this notice because
the proposed action is within the definition contained in section
102(2)(a)(ii) of the State Administrative Procedure Act and was
initially proposed by the regulated entity to which the proposal would
apply.
8. Check box and complete as applicable:
[ ] A public hearing is required by law and will be held at a.m./p.m.
on 19 at
[ ] A public hearing is not required by law, and a public hearing has not
been scheduled.
[ ] A public hearing is not required by law, but a public hearing will be
held at a.m./p.m. on 19 at
<PAGE 4>
9. Data, views or arguments may be submitted to:
Name of Agency Representative
Office Address
Telephone Number
10. Additional matter required by statute:
[ ] Check box if not applicable.
I have reviewed this form and the information submitted with it. The
information contained in this notice is correct to the best of my knowledge.
I have reviewed Article 2 of the State Administrative Procedure Act and Parts
260, 261, 262 and 263 of Title 19 of the Official Compilation of Codes, Rules
and Regulations of the State of New York, and I hereby certify that this
notice complies with all applicable provisions.
This notice was prepared by:
Signature
Name
Title
Address
Dated
Telephone
PLEASE READ BEFORE SUBMITTING THIS NOTICE.
One copy of the notice with the original signature plus two other copies of
the notice must be submitted to the State Register, Department of State, 162
Washington Avenue, Albany, NY 12231.
<PAGE 5>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PETITION TO THE NEW YORK STATE PUBLIC
SERVICE COMMISSION FOR AUTHORIZATION
TO ISSUE $250,000,000 OF PROMISSORY NOTES
CALENDAR YEARS 1995-1996
<PAGE 6>
STATE OF NEW YORK PUBLIC SERVICE COMMISSION
STATE DIVISION, DEPARTMENT OF PUBLIC SERVICE
In the Matter of the Application
-of- AFFIDAVIT IN
SUPPORT OF
NATIONAL FUEL GAS DISTRIBUTION CORPORATION, to PETITION
the Public Service Commission, for authorization
to issue and sell promissory notes in the
aggregate amount of $250,000,000
STATE OF NEW YORK)
) ss.
COUNTY OF ERIE )
J. P. PAWLOWSKI, being duly sworn deposes and says:
1. That he is Treasurer and principal accounting officer of NATIONAL
FUEL GAS DISTRIBUTION CORPORATION, the Petitioner named in the
above-entitled Petition, and as the principal accounting officer of the
said corporation is personally familiar with the accounts, records and
matters involved in this proceeding;
2. That he has read the above-entitled Petition, that to the best of
his knowledge, information and belief the averments of the same are true,
and that Schedules A through J annexed to said Petition are true and
correct according to the accounts and records of National Fuel Gas
Distribution Corporation;
3. That the accounts of National Fuel Gas Distribution Corporation are
kept in accordance with order or orders of the Commission applicable
thereto;
<PAGE 7>
4. That he has read the foregoing statement of proposed expenditures
for construction, completion and improvement of facilities as detailed in
Schedule G and that no part of the said proposed expenditures is, in whole
or in part, reasonably chargeable to Operating Expenses or Income.
/s/ J. P. Pawlowski
Treasurer
Sworn to before me this
25th day of January, 1995
/s/ C. W. Lee
Notary Public in and for the
County of Erie, New York
<PAGE 8>
STATE OF NEW YORK PUBLIC SERVICE COMMISSION
STATE DIVISION, DEPARTMENT OF PUBLIC SERVICE
In the Matter of the Application
-of-
NATIONAL FUEL GAS DISTRIBUTION CORPORATION, to
PETITION
the Public Service Commission, for authorization
to issue and sell promissory notes in the aggre-
gate amount of $250,000,000
TO THE PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK:
The petition of NATIONAL FUEL GAS DISTRIBUTION CORPORATION
respectfully alleges:
1. The name of your petitioner is National Fuel Gas Distribution
Corporation, whose principal place of business is 10 Lafayette Square,
Buffalo, New York 14203. (National Fuel Gas Distribution Corporation is,
throughout this Petition and its exhibits, sometime referred to as either
Petitioner or Distribution.) We respectfully request all communications and
reports relative to this petition be addressed to Mr. G. T. Wehrlin, Senior
Vice President and Controller, at said address.
2. Petitioner is a domestic corporation, incorporated on April 11, 1973,
as NFG Gas Corporation. The Certificate of Amendment of its Articles of
Incorporation by which its name was changed from NFG Gas Corporation to
National Fuel Gas Distribution Corporation was filed with the Secretary of
State of the State of New York on July 3, 1974. A copy of that Certificate
of Amendment was filed in Case 26434.
3. Petitioner is the successor to the gas distribution operations of
Iroquois Gas Corporation, Pennsylvania Gas Company and United Natural Gas
Company pursuant to a corporate reorganization effective July 1, 1974,
approved by this Commission by order issued June 21, 1974 in Case 26434.
4. A copy of Petitioner's Articles of Incorporation and Bylaws as
amended on March 15, 1974 were filed in Case 26434. Bylaw amendments dated
September 17 and October 15, 1974 were filed in Case 26978. Bylaw amendments
dated May 28, 1976, September 15, 1978, December 21, 1978, December 15, 1980
and September 28, 1981 were filed in Case 28657. Bylaw amendments after
September 28, 1981 were filed in Case 29360. Bylaw amendment effective
December 16, 1994 is filed in this case. (See Schedule I.)
5. Petitioner has authorized capital stock consisting of 2,000 shares
with no par value per share, of which 2,000 shares are now issued and
outstanding.
<PAGE 9>
6. Petitioner proposes to issue, as part of this financing, promissory
notes in the principal amount of not more than $250,000,000 applying the
proceeds from the sale of such notes to (i) fund, in part, Petitioner's
construction programs for calendar years 1995 and 1996, (ii) use for general
corporate purposes (iii) decrease short-term debt balances incurred to
finance previous years' construction programs, (iv) repay notes held by
National Fuel Gas Company ("National"), Petitioner's parent company, and
issued by Petitioner to National in exchange for loans from National to
Petitioner made in connection with the issue and sale by National of its
6.21% medium-term notes (MTN's) due May 1, 1995, its 9.45% MTN's due June 8,
1995, its 6.23% MTN's due June 23, 1995, its 6.24% MTN's due May 1, 1995,*
its 9.0% MTN's due December 18, 1995, its 9.03% MTN's due December 18, 1995
and its 9.03% MTN's due December 20, 1995. (Petitioner will be required to
pay National $94,000,000 in 1995 to repay National's loans to Petitioner
using some of the proceeds of such MTN issues.)
Distribution has no authority to issue promissory notes beginning
January 1, 1995, until such time as it receives the necessary Commission and
PaPUC orders. A Securities Certificate will also be filed with the PaPUC
requesting authorization to issue promissory notes in the aggregate amount of
$250,000,000, for a 24-month period beginning with the date of the order.
National, pursuant to the Public Holding Company Act of 1935, as amended, has
filed an application-declaration with the Securities and Exchange Commission
("SEC") for authority to issue up to $350,000,000 of Debentures and/or
Medium-Term Notes in the aggregate, prior to December 31, 1997. The existing
authorization from the SEC (SEC file No. 70-8143) expired on December 31,
1994. The new request to the SEC filed on form U-1 is enclosed with this
petition as Schedule J.
Once all requisite orders have been received, the issuance of
debentures or notes by National and promissory notes by Distribution will
occur from time-to-time based upon market conditions during the 24-month
period beginning on the date of the order.
*Maturity date for Subsidiary is 6/24/95.
7. The following schedules are appended hereto and made a part hereof:
Schedule A - Statement of the Financial Condition
of Petitioner at September 30, 1994.
Schedule B - Balance Sheets of Petitioner at
September 30, 1992 and September 30, 1994.
Schedule C - Statement showing the balances in Operating
Property Accounts by Subaccounts at
September 30, 1993 through September 30, 1994.
Schedule D - Analysis of Retirements showing book cost
of each credit to Operating Property
Accounts, debit to Depreciation Reserve or
Other Accounts, Cost of Removal and Salvage
during the twelve-month periods ended
September 30, 1993 and 1994.
<PAGE 10>
Schedule E - Analysis of Credits to Depreciation Reserve
for the twelve-month periods ended September 30,
1993 and 1994.
Schedule F - Reimbursement Margin for the period September 30,
1992 through September 30, 1994.
Schedule G - Statement of Funds Required and Source of
Funds to meet proposed financing for the period
January 1 through December 31, 1995 and 1996;
Capital Expenditure Programs for the calendar
years 1995 and 1996.
Schedule H - Agreement between Petitioner and National Fuel
Gas Company including form of Note.
Schedule I - Bylaw Amendments.
Schedule J - U-1
8. The costs incurred by National in issuing Debentures and/or
Medium-Term Notes, the proceeds of which are then lent to Petitioner, are
expected to be incorporated into the interest rate. Included in this
interest rate are an estimated five basis points per issue to cover debt
related expenses other than interest and underwriters' or agents'
commissions. (See Schedule J for further details.)
9. The book cost of Petitioner's utility property represents the
original cost thereof as that term is defined in Section 31.1, subdivision
(f), of the Rules of Procedure of the Commission and does not include any
amount for a franchise, consent or right to operate as a public utility.
10. No franchise or any right to own, operate or enjoy any franchise or
any contract for consolidation or lease is proposed to be capitalized
directly or indirectly in connection with the transaction herein set forth.
11. Because the Petitioner is a subsidiary of National, which is a public
utility holding company registered under the Public Utility Holding Company
Act of 1935, as amended, ("1935 Act") the Petitioner is also required to
secure approval from the SEC for the issuance of the $250,000,000 of
promissory notes described in this petition, as well as for National's
issuance of indebtedness. Petitioner, therefore, was a party, along with
National and some of National's other subsidiaries, to the joint
application-declaration filed with the SEC under the 1935 Act. National
thereunder proposes to issue and sell not to exceed $350,000,000 aggregate
principal amount of debt securities consisting of (i) one or more series of
its debentures, and/or (ii) its medium-term notes, and/or
(iii) convertible debt and/or other instruments of indebtedness, in each case
<PAGE 11>
on terms to be determined when the agreement to sell is made or at the time
of delivery, and to lend not to exceed $250,000,000 thereof to Petitioner.
WHEREFORE, Petitioner respectfully requests the Commission to issue
an order (1) authorizing the issuance and sale by Petitioner from
time-to-time, for a 24-month period beginning on the date of the order, at
Petitioner's option, of $250,000,000 principal amount of promissory notes in
accordance with the terms of the Agreement between Petitioner and National
(Schedule H); (2) authorizing Petitioner to apply not more than $250,000,000
of the proceeds of the sale of such notes toward (a) reimbursement of its
treasury for equivalent moneys expended during the above 24-month period, for
capital purposes; (b) repayment of notes held by National and issued by
Petitioner to National in exchange for loans from National to Petitioner in
connection with the issue and sale by National of its 6.21% medium-term notes
(MTN's) due May 1, 1995, its 9.45% MTN's due June 8, 1995, its 6.23% MTN's
due June 23, 1995, its 6.24% MTN's due May 1, 1995*, its 9.0% MTN's due
December 18, 1995, its 9.03% MTN's due December 18, 1995 and its 9.03% MTN's
due December 20, 1995 (Petitioner will be required to pay National
$94,000,000 in 1995 to repay National's loans to Petitioner using some of the
proceeds of such MTN issues); (c) payment for gross additions during calendar
years 1995 and 1996 to utility plant used and useful in the public service
over and above additions constructed through funds originating from credits
to the depreciation reserve and net salvage; (d) use for other corporate
purposes; and (e) reduction of short-term debt balances incurred to finance
previous years' construction programs; with the provision that temporary
withdrawals of all or a portion of said $250,000,000 from a special fund may
be made during the 24-month period beginning with the date of the order,
provided such temporary withdrawals are restored to said special fund not
later than 24 months after the date of the order.
*Maturity date for subsidiary is 6/24/95.
Because of National's anticipated financing schedule, we respectfully
request Commission approval of this petition by March 27, 1995.
Dated: January 25, 1995 Respectfully submitted,
NATIONAL FUEL GAS
DISTRIBUTION CORPORATION
By /s/ W. J. Hill
President
<PAGE 12>
STATE OF NEW YORK)
) ss.
COUNTY OF ERIE )
W. J. HILL, being duly sworn, deposes and says that he is President of
the NATIONAL FUEL GAS DISTRIBUTION CORPORATION, the Petitioner named in the
foregoing petition; that he has read the petition and knows the contents
thereof; that the same is true to the best of his knowledge and belief.
/s/ W. J. Hill
President
Sworn to before me this
25th day of January, 1995
/s/ C. W. Lee
Notary Public in and for the
County of Erie, New York
<PAGE 13>
SCHEDULE A
Sheet 1 of 9
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT OF FINANCIAL CONDITION AT SEPTEMBER 30, 1994
PURSUANT TO SECTION 3.1 OF THE RULES OF PROCEDURE OF THE
PUBLIC SERVICE COMMISSION
(a) Amount and classes of capital stock authorized by Certificate of
Incorporation.
Common Stock No Par Value 2,000 Shares
(b) Capital Stock - authorized by the Public Service Commission.
Case Number Date of Order
26434 June 21, 1974
(c) Class and amount of stock issued and outstanding:
(1) 2,000 shares common stock:
(a) No par value
(b) $59,170,600 actually paid for such stock
(c) Premium on capital stock $68,500
(d) Not applicable.
(e) Not applicable.
(f) Notes authorized by the Public Service Commission.
Maximum
Principal
Case Number Date of Order Amount
$
26434 June 21, 1974 108,781,700
26715 September 24, 1974 21,000,000
26847 May 28, 1975 31,000,000
26978 April 28, 1976 26,500,000
27131 March 15, 1977 36,000,000
27329 November 28, 1978 2,318,500
27564 July 19, 1979 35,500,000
28657 December 7, 1983 50,000,000
29360 September 11, 1986 100,000,000
89G047 June 8, 1989 150,000,000
91G0750 January 9, 1992 100,000,000
91G1327 March 12, 1992 150,000,000
91G0154 May 13, 1993 250,000,000
(g) Not Applicable.
(h) Not Applicable.
<PAGE 14>
SCHEDULE A
Sheet 2 of 9
(i) Advances from each affiliated interest.
Promissory notes payable by Distribution to National Fuel Gas Company as
of September 30, 1994:
Case Interest Principal Amount
Number Term of Notes Rate Issued Outstanding
% $ $
89G047 20,000,000 principal
amount matures on
June 8, 1995 9.45 20,000,000 20,000,000
$13,000,000 principal
amount matures on
December 20, 1995 9.03 13,000,000 13,000,000
$8,000,000 principal
amount matures on
December 18, 1995 9.03 8,000,000 8,000,000
$9,000,000 principal
amount matures on
December 18, 1995 9.00 9,000,000 9,000,000
91G0750 $100,000,000 principal
amount matures on
February 1, 2004 7.99 100,000,000 100,000,000
91G1327 $1,000,000 principal
amount matures on
June 23, 1995 6.23 1,000,000 1,000,000
$20,000,000 principal
amount matures on
June 24, 1995 6.24 20,000,000 20,000,000
$23,000,000 principal
amount matures on
May 1, 1995 6.21 23,000,000 23,000,000
$7,000,000 principal
amount matures on
November 5, 1997 6.54 7,000,000 7,000,000
$50,000,000 principal
amount matures
February 4, 2000 6.71 50,000,000 50,000,000
$49,000,000 principal
amount matures
March 30, 2023 7.46 49,000,000 49,000,000
<PAGE 15>
SCHEDULE A
Sheet 3 of 9
(i) Continued
$
93G0154 $20,000,000 principal
amount matures
July 15, 2024 8.55 20,000,000 20,000,000
320,000,000 320,000,000
Payable to Associated Companies
-Working Capital Requirements
System Money Pool* 70,000,000
Other Indebtedness to each affiliated interest.
National Fuel Gas Company 7,077,810
National Fuel Gas Supply Corporation 11,190,871
Seneca Resources Corporation 4,660
Data-Track Account Services, Inc. 50,368
National Fuel Resources 1,251,327
19,575,036
$
(j) Other Indebtedness
Other Long-Term Debt 496,805
Accounts Payable 41,380,871
Customer Deposits 4,385,656
Taxes Accrued 7,199,707
Tax Collections Payable 170,754
Interest Accrued 157,707
Dividends Declared 7,468,000
Customers' Advances for Construction 1,360,979
Miscellaneous Current and Accrued Liabilities 23,809,657
86,430,136
(k) Interest accrued during the year ended September 30, 1994 at each of the
several rates required by the terms of the outstanding indebtedness.
Rate Amount
% $
Notes Payable 9.54 1,425,061
Notes Payable 9.45 1,890,000
Notes Payable 9.03 1,896,300
Notes Payable 9.00 810,000
Notes Payable 7.99 7,990,000
*Refer to description of Money Pool, Schedule A, Sheet 4 of 9.
<PAGE 16>
SCHEDULE A
Sheet 4 of 9
(k) Continued
Rate Amount
% $
Notes Payable 6.23 62,300
Notes Payable 6.24 1,248,000
Notes Payable 6.21 1,428,300
Notes Payable 6.54 457,800
Notes Payable 6.71 3,355,000
Note Payable 7.46 3,655,400
Note Payable 8.55 365,750
System Money Pool* * 1,390,604
Customer Deposits (Pennsylvania) ** 17,290
Customer Deposits (New York) *** 33,033
Total 26,024,838
*The System Money Pool is an arrangement whereby National Fuel Gas Company
(National) raises all of the short-term debt capital needed by each of its
subsidiaries, including National Fuel Gas Distribution Corporation, National
Fuel Gas Supply Corporation, Seneca Resources Corporation, Highland Land &
Minerals, Inc., Utility Constructors, Inc., Leidy Hub Inc., Data-Track Account
Services, Inc. and National Fuel Resources, Inc., by issuing commercial paper
and/or bank notes. National then lends the proceeds therefrom to such
subsidiaries, at cost. In addition, excess funds from participating
subsidiaries may be lent, through the System Money Pool, to other
participating subsidiaries. The subsidiaries participating in the System
Money Pool from time-to-time are National Fuel Gas Distribution Corporation,
National Fuel Gas Supply Corporation, Seneca Resources Corporation, Highland
Land and Minerals, Inc., Utility Constructors, Inc., Leidy Hub Inc.,
Data-Track Account Services, Inc. and National Fuel Resources, Inc. Requests
by participating subsidiaries for short-term loans are met from Money Pool
sources in the following order: (1) surplus funds of any of the subsidiaries;
(2) surplus funds of National; (3) proceeds from National's sale of commercial
paper and bank borrowings. The interest rate applicable to all loans of
surplus funds through the Money Pool is the lower of the rate for commercial
paper or the prime rate. The interest rate applicable to funds borrowed by
National on behalf of the participating subsidiaries (either through
commercial paper or bank loans) and loaned through the Money Pool is equal to
National's net cost for such external borrowings. In cases where both surplus
funds from other subsidiaries and external funds are concurrently borrowed
through the Money Pool, the interest rate applicable to all funds borrowed
will be a composite rate equal to the weighted average of the net cost of
externally borrowed funds and the cost of all surplus funds contributed by the
participating subsidiaries.
**Non Residential Rate 9.0%
Residential Rate 11.0%
***October 1993 - December 1993 4.9%
January 1994 - September 1994 3.7%
<PAGE 17>
SCHEDULE A
Sheet 5 of 9
(l) Rate and amount of dividends declared upon Capital Stock and the amount
of dividends paid during the twelve months ending:
National Fuel Gas Dividends Declared Dividends
Distribution Corp. Rate Amount Paid
$ $ $
Common Stock
September 30, 1994 14,936 29,872,000 29,654,000
(m) (1) Contingent Assets - None
Contingent Liabilities - None
(2) Unpaid Cumulative Accrued Dividends - None
(n) Analysis of Other Paid-In Capital $
Allocated to National Fuel Gas Distribution
Corporation (PSC Case 26434) 607,184
Cancellation of Notes Payable to National
Fuel Gas Company 3,500,000
Common Stock Issuance and Sale 117,492,500
Balance September 30, 1994 121,599,684
(o) (1) Deferred Debits to be Amortized
- Balance September 30, 1994 $
NYPSC Assessment 944,826
Deferred Gas Costs (6,947,570)
Savings Power 425,436
UILEEP (647,892)
Unamortized Debt Expense 18,907,160
Take-or-Pay Charges-NY 5,037,404
Take-or-Pay Charges-PA 4,753,887
ACUMEN System 5,250
FASB109 Asset - NY 62,561,162
FASB109 Asset - PA 31,477,560
<PAGE 18>
SCHEDULE A
Sheet 6 of 9
(o) (1) Continued
OPEB - NY 603,190
OPEB - PA 620,898
Transition Costs - NY 7,126,297
Transition Costs - PA 2,720,989
Environment Cleanup 4,633,137
TGX Litigation Payment 2,005,668
LIRA (1,760,849)
NY Sales/Use Tax and Assessment 1,249,076
133,715,629
(o) (2) Deferred Credits to be Amortized
- Balance September 30, 1994 $
FASB109 Liability 23,389,721
Accrued Transition Costs 4,596,985
Environment Cleanup 3,798,043
31,784,749
<PAGE 19>
SCHEDULE A
Sheet 7 of 9
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET
AT SEPTEMBER 30, 1994
(p)
Assets and Other Debits
$
Utility Plant
Utility Plant (101-107,114,117,118.1,118.2,120) 1,036,145,229
Less: Accumulated Provision for Depreciation,
Amortization and Depletion (108-113,115,119.1,119.2,120.5)
248,431,038
Total Net Utility Plant 787,714,191
Other Property and Investments
Non-Utility Property (121) 80,137
Other Investments (124) 1,088
Other Special Funds (128) 7,402,579
Total Other Property and Investments 7,483,804
Current and Accrued Assets
Cash (131) 2,692,278
Working Funds (135) 839,675
Accounts Receivable (142, 143) 64,856,199
Less: Accumulated Provision for Uncollectible
Accounts (144) 4,798,159
Accounts Receivable from Associated Companies (146) 14,217,355
Materials and Supplies (150) 8,321,871
Gas Stored Underground-Current (164.1) 31,899,894
Prepayments (165) 14,412,657
Interest and Dividends Receivable (171) 2,332,793
Accrued Utility Revenues (173) 17,310,686
Total Current and Accrued Assets 152,085,249
Deferred Debits
Preliminary Survey and Investigation Charges (183) 102,908
Clearing Accounts (184) 513,370
Miscellaneous Deferred Debits (186) 151,995,130
Investment in Research and Development (188) (295,800)
Accumulated Deferred Income Taxes (190) 130,125
Total Deferred Debits 152,445,733
Total Assets and Other Debits 1,099,728,977
<PAGE 20>
SCHEDULE A
Sheet 8 of 9
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET
AT SEPTEMBER 30, 1994
Liabilities and Other Credits
$
Proprietary Capital
Common Stock Issued (201) 59,170,600
Premium on Capital Stock (207) 68,500
Other Paid-In Capital (208-211) 121,599,684
Retained Earnings (215,216) 206,799,499
Total Proprietary Capital 387,638,283
Long-Term Debt
Advances from Associated Companies (223) 320,000,000
Other Long-Term Debt (224) 496,805
Total Long-Term Debt 320,496,805
Current and Accrued Liabilities
Accounts Payable (232) 41,380,871
Notes Payable to Associated Companies (233) 70,000,000
Accounts Payable to Associated Companies (234) 19,575,036
Customer Deposits (235) 4,385,656
Taxes Accrued (236) 7,199,707
Interest Accrued (237) 157,707
Dividends Declared (238) 7,468,000
Tax Collections Payable (241) 170,754
Miscellaneous Current and Accrued
Liabilities (242) 23,809,657
Total Current and Accrued Liabilities 174,147,388
Deferred Credits
Customer Advances for Construction (252) 1,360,979
Other Deferred Credits (253) 41,113,148
Accumulated Deferred Investment Tax
Credits (255) 13,611,128
Accumulated Deferred Income Taxes -
Liberalized Depreciation (282) 73,465,475
Accumulated Deferred Income Taxes-Other (283) 82,831,388
Total Deferred Credits 212,382,118
Operating Reserves
Pensions and Benefits Reserve (263) 5,064,383
Total Operating Reserves 5,064,383
Total Liabilities and Other Credits 1,099,728,977
<PAGE 21>
SCHEDULE A
Sheet 9 of 9
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
Utility Operating Income $
Operating Revenues (400) 931,672,766
Operating Expenses
Operation Expense (401) 695,422,724
Maintenance Expense (402) 22,271,790
Depreciation Expense (403) 28,215,742
Taxes Other Than Income Taxes (408.1) 88,852,086
Income Taxes (409.1, 410.1, 411.1, 411.4, 411.8) 28,146,207
Total Operating Expenses 862,908,549
Total Utility Operating Income 68,764,217
Other Income
Income from Merchandising, Jobbing and
Contract Work (415, 416) (78,048)
Interest and Dividend Income (419) 390,161
Allowance for Funds Used During
Construction (419.1) 256,868
Miscellaneous Nonoperating Income (421) 186,574
Gain on Disposition of Property (421.1) 212,477
Total Other Income 968,032
Other Income Deductions
Loss on Disposition of Property (421.2) 186,652
Miscellaneous Income Deductions (426) 357,674
Total Other Income Deductions 544,326
Taxes - Other Income and Deductions
Taxes Other Than Income Taxes (408.2) 17,550
Income Taxes (409.2, 410.2, 411.2, 411.5, 420) (1,661,482)
Total Taxes-Other Income and Deductions (1,643,932)
Net Other Income and Deductions 2,067,638
Interest Charges
Amortization of Debt Discount and Expense (428) 1,453,225
Interest on Debt to Associated Companies (430) 25,974,515
Other Interest Expense (431) 2,093,234
Total Interest Charges 29,520,974
Net Income 41,310,881
<PAGE 22>
SCHEDULE B
Sheet 1 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET AT SEPTEMBER 30, 1992 AND SEPTEMBER 30, 1994
(ITEM (a) OF SECTION 37.6 OF RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
September 30, September 30,
Assets and Other Debits 1992 1994
$ $
Utility Plant
Utility Plant (101-107, 114, 117, 118.1
118.2, 120) 929,521,154 1,036,145,229
Less: Accumulated Provision for Depreciation,
Depletion and Amortization (108-113, 115,
119.1, 119.2, 120.5) 209,845,952 248,431,038
Total Net Utility Plant 719,675,202 787,714,191
Other Property and Investments
Non-Utility Property (121) 80,137 80,137
Other Investments (124) 1,088 1,088
Other Special Funds (128) 3,539,610 7,402,579
Total Other Property and Investments 3,620,835 7,483,804
Current and Accrued Assets
Cash (131) 3,035,139 2,692,278
Working Funds (135) 750,135 839,675
Notes Receivable (141) 8,772 -
Accounts Receivable (142, 143) 43,171,754 64,856,199
Less: Accumulated Provision for Uncollectible
Accounts (144) 5,720,803 4,798,159
Accounts Receivable from Assoc. Companies (146) 7,448,777 14,217,355
Materials and Supplies (150) 6,350,554 8,321,871
Gas Stored Underground (164.1) - 31,899,894
Prepayments (165) 10,316,436 14,412,657
Interest and Dividends Receivable (171) 3,314,346 2,332,793
Accrued Utility Revenues (173) - 17,310,686
Total Current and Accrued Assets 68,675,110 152,085,249
Deferred Debits
Preliminary Survey and Investigation
Charges (183) 174,749 102,908
Clearing Accounts (184) 271,996 513,370
Miscellaneous Deferred Debits (186) 65,728,385 151,995,130
Investment in Research and Development (188) (11,186) (295,800)
Accumulated Deferred Income Taxes (190) 452,200 130,125
Total Deferred Debits 66,616,144 152,445,733
Total Assets and Other Debits 858,587,291 1,099,728,977
<PAGE 23>
SCHEDULE B
Sheet 2 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET AT SEPTEMBER 30, 1992 AND SEPTEMBER 30, 1994
(ITEM (a) OF SECTION 37.6 OF RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
Liabilities and Other Credits September 30, September 30,
1992 1994
$ $
Proprietary Capital
Common Stock Issued (201) 59,170,600 59,170,600
Premium on Capital Stock (207) 68,500 68,500
Other Paid-In Capital (208,211) 35,352,184 121,599,684
Retained Earnings (215,216) 176,189,825 206,799,499
Total Proprietary Capital 270,781,109 387,638,283
Long-Term Debt
Advances from Associated Companies (223) 294,000,000 320,000,000
Other Long-Term Debt (224) 553,026 496,805
Total Long-Term Debt 294,553,026 320,496,805
Current and Accrued Liabilities
Accounts Payable (232) 10,340,996 41,380,871
Notes Payable - Associated Companies (233) 104,200,000 70,000,000
Accounts Payable to Associated
Companies (234) 31,395,055 19,575,036
Customer Deposits (235) 3,341,539 4,385,656
Taxes Accrued (236) (2,313,554) 7,199,707
Interest Accrued (237) 29,980 157,707
Dividends Declared (238) 6,250,000 7,468,000
Tax Collections Payable (241) 1,711,460 170,754
Miscellaneous Current and Accrued
Liabilities (242) 40,288,389 23,809,657
Total Current and Accrued
Liabilities 195,243,865 174,147,388
Deferred Credits
Customer Advances for Construction (252) 1,072,354 1,360,979
Other Deferred Credits (253) 2,862,263 41,113,148
Accumulated Deferred Investment
Tax Credits (255) 14,948,622 13,611,128
Accumulated Deferred Income Taxes-
Liberalized Depreciation (282) 60,313,548 73,465,475
Accumulated Deferred Income Taxes-
Other (283) 15,976,321 82,831,388
Total Deferred Credits 95,173,108 212,382,118
Operating Reserves
Pensions and Benefits Reserve (263) 2,836,183 5,064,383
Total Operating Reserves 2,836,183 5,064,383
Total Liabilities and Other Credits 858,587,291 1,099,728,977
<PAGE 24>
<TABLE>
<CAPTION>
SCHEDULE C
Sheet 1 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1993
THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER
DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 AND THE BALANCES
IN OPERATING PROPERTY AT SEPTEMBER 30, 1993
(ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
Sept. 30, Adjustments Sept. 30,
1992 Additions Retirements & Transfers 1993
<S> <C> <C> <C> <C> <C>
Utility Plant (101, 106) $ $ $ $ $
Intangible Plant
301. Organization 296,223 - - - 296,223
302. Franchises and Consents 22,858 - - - 22,858
Total Intangible Plant 319,081 - - - 319,081
Natural Gas Production and Gathering Plant
325.2 Producing Leaseholds 184,538 - - - 184,538
325.4 Rights-of-Way 401,835 15 - - 401,850
325.5 Other Land and Land Rights 40,268 - - - 40,268
327. Field Compressor Station Structures 178,880 - - - 178,880
328. Field Measuring and Regulating Station Structures 25,220 - - - 25,220
329. Other Structures 3,317 - - - 3,317
330. Producing Gas Wells-Well Construction 343,799 - - - 343,799
331. Producing Gas Wells-Well Equipment 66,630 - - - 66,630
332. Field Lines 11,307,212 128,366 (871) - 11,434,707
333. Field Compressor Station Equipment 1,503,208 - (64,435) - 1,438,773
334. Field Measuring and Regulating Station Equipment 5,105,909 628,829 (111,427) 2,657 5,625,968
336. Purification Equipment 36,826 - - - 36,826
337. Other Equipment 28,336 - - - 28,336
338. Unsuccessful Exploration and Development Costs 1,117,573 - - 1,117,573
Total Natural Gas Production and Gathering
Plant 20,343,551 757,210 (176,733) 2,657 20,926,685
Transmission Plant
365.1 Land and Land Rights 239,804 (40,618) - - 199,186
365.2 Rights-of-Way 935,902 41,414 (1,232) - 976,084
366.2 Structures and Improvements 322,486 - (1,129) - 321,357
366.3 Other Structures 4,724 - - - 4,724
367. Mains 33,889,323 551,875 (114,105) - 34,327,093
369. Measuring and Regulating Station Equipment 4,523,212 426,136 (68,757) - 4,880,591
Total Transmission Plant 39,915,451 978,807 (185,223) - 40,709,035
Distribution Plant
374. Land and Land Rights 7,407,669 524,001 (6,047) - 7,925,623
375. Structures and Improvements 6,101,833 208,742 (16,387) - 6,294,188
376. Mains 493,134,340 28,697,872 (2,298,215) 38,716 519,572,713
377. Compressor Station Equipment 1,120,777 - - - 1,120,777
378. Measuring and Regulating Station Equipment 12,385,903 710,373 (274,825) 31,064 12,852,515
380. Services 237,450,701 21,013,276 (2,314,075) - 256,149,902
381. Meters 27,506,197 3,088,196 (174,235) - 30,420,158
382. Meter Installations 7,076,862 268,674 (94,782) - 7,250,754
383. House Regulators 789,091 - (26,686) - 762,405
384. House Regulator Installations 1,749,474 69,303 (14,203) - 1,804,574
385. Industrial Measuring and Regulating
Station Equipment 10,504,010 1,085,230 (128,266) 35,649 11,496,623
387. Other Equipment 1,189,992 - (66) - 1,189,926
Total Distribution Plant 806,416,849 55,665,667 (5,347,787) 105,429 856,840,158
<FN>
( ) Indicates Decrease
</FN>
<PAGE>
<PAGE 25>
<CAPTION>
SCHEDULE C
Sheet 2 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1993
THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER
DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 AND THE BALANCES
IN OPERATING PROPERTY AT SEPTEMBER 30, 1993
(ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
Sept. 30, Adjustments Sept. 30,
1992 Additions Retirements & Transfers 1993
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
General Plant
389. Land and Land Rights 1,205,970 38,643 (546) - 1,244,067
390. Structures and Improvements 25,798,577 2,797,338 (542,918) - 28,052,997
391. Office Furniture and Equipment 7,674,427 215,006 (25,239) - 7,864,194
392. Transportation Equipment 353,328 - - - 353,328
393. Stores Equipment 178,768 - (445) - 178,323
394. Tools, Shop and Garage Equipment 8,233,370 804,879 (5,103) - 9,033,146
395. Laboratory Equipment 40,878 - - - 40,878
396. Power Operated Equipment 1,225,411 6,097 (9,263) - 1,222,245
397. Communication Equipment 3,678,192 219,383 (549) - 3,897,026
398. Miscellaneous Equipment 133,934 28,443 - - 162,377
Total General Plant 48,522,855 4,109,789 (584,063) - 52,048,581
Total Gas Plant 915,517,787 61,511,473 (6,293,806) 108,086 970,843,540
<FN>
( ) Indicates Decrease
</FN>
<PAGE 26>
<CAPTION>
SCHEDULE C
Sheet 3 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1994
THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER
DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 AND THE BALANCES
IN OPERATING PROPERTY AT SEPTEMBER 30, 1994
(ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
Sept. 30, Adjustments Sept. 30,
1993 Additions Retirements & Transfers 1994
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
Utility Plant (101, 106)
Intangible Plant
301. Organization 296,223 - - - 296,223
302. Franchises and Consents 22,858 - - - 22,858
Total Intangible Plant 319,081 - - - 319,081
Natural Gas Production and Gathering Plant
325.2 Producing Leaseholds 184,538 - - - 184,538
325.4 Rights-of-Way 401,850 - (174) - 401,676
325.5 Other Land and Land Rights 40,268 - - - 40,268
327. Field Compressor Station Structures 178,880 - - - 178,880
328. Field Measuring and Regulating Station Structures 25,220 - - - 25,220
329. Other Structures 3,317 - - - 3,317
330. Producing Gas Wells-Well Construction 343,799 - - - 343,799
331. Producing Gas Wells-Well Equipment 66,630 - - - 66,630
332. Field Lines 11,434,707 (11,331) (31,683) - 11,391,693
333. Field Compressor Station Equipment 1,438,773 55,965 (2,187) - 1,492,551
334. Field Measuring and Regulating Station Equipment 5,625,968 179,488 (167,968) - 5,637,488
336. Purification Equipment 36,826 - - - 36,826
337. Other Equipment 28,336 - - - 28,336
338. Unsuccessful Exploration and Development Costs 1,117,573 - - - 1,117,573
Total Natural Gas Production and Gathering
Plant 20,926,685 224,122 (202,012) - 20,948,795
Transmission Plant
365.1 Land and Land Rights 199,186 (99) - - 199,087
365.2 Rights-of-Way 976,084 44,298 (1,008) - 1,019,374
366.2 Structures and Improvements 321,357 10,570 (1,006) - 330,921
366.3 Other Structures 4,724 - - - 4,724
367. Mains 34,327,093 1,809,428 (230,018) - 35,906,503
369. Measuring and Regulating Station Equipment 4,880,591 251,204 (42,655) - 5,089,140
Total Transmission Plant 40,709,035 2,115,401 (274,687) - 42,549,749
Distribution Plant
374. Land and Land Rights 7,925,623 668,540 (16,964) - 8,577,199
375. Structures and Improvements 6,294,188 (177,203) (83,106) - 6,033,879
376. Mains 519,565,928* 28,690,714 (2,263,337) 8,364 546,001,669
377. Compressor Station Equipment 1,120,777 - - - 1,120,777
378. Measuring and Regulating Station Equipment 12,849,661* 769,076 (240,358) 194 13,378,573
380. Services 256,151,678* 21,701,118 (2,322,038) - 275,530,758
381. Meters 30,420,158 1,820,869 (84,901) - 32,156,126
382. Meter Installations 7,250,754 256,350 (92,912) - 7,414,192
383. House Regulators 762,405 16,583 (58,894) - 720,094
384. House Regulator Installations 1,804,574 61,940 (14,539) - 1,851,975
385. Industrial Measuring and Regulating
Station Equipment 11,504,486* 1,099,289 (88,460) - 12,515,315
387. Other Equipment 1,189,926 - (103,491) 70 1,086,505
Total Distribution Plant 856,840,158 54,907,276 (5,369,000) 8,628 906,387,062
<FN>
( ) Indicates Decrease
*Reflects minor reclassification between accounts.
</FN>
<PAGE 27>
<CAPTION>
SCHEDULE C
Sheet 4 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1994
THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER
DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 AND THE BALANCES
IN OPERATING PROPERTY AT SEPTEMBER 30, 1994
(ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
Sept. 30, Adjustments Sept. 30,
1993 Additions Retirements & Transfers 1994
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
General Plant
389. Land and Land Rights 1,244,067 33,468 - - 1,277,535
390. Structures and Improvements 28,052,997 1,280,881 (483,549) - 28,850,329
391. Office Furniture and Equipment 7,864,194 196,053 (394,158) - 7,666,089
392. Transportation Equipment 353,328 - - - 353,328
393. Stores Equipment 178,323 - (72,213) - 106,110
394. Tools, Shop and Garage Equipment 9,033,146 546,983 (42,840) - 9,537,289
395. Laboratory Equipment 40,878 - - - 40,878
396. Power Operated Equipment 1,222,245 482 - - 1,222,727
397. Communication Equipment 3,897,026 99,224 - 3,996,250
398. Miscellaneous Equipment 162,377 - (13,466) - 148,911
Total General Plant 52,048,581 2,157,091 (1,006,226) - 53,199,446
Total Gas Plant 970,843,540 59,403,890 (6,851,925) 8,628 1,023,404,133
<FN>
( ) Indicates Decrease
</FN>
</TABLE>
<PAGE 28>
<TABLE>
<CAPTION>
SCHEDULE D
Page 1 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT
DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1992 TO
SEPTEMBER 30, 1993
(ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION)
Book Cost of
Property Retired
Charged to
Depreciation Cost of
Reserve Removal Salvage
$ $ $
<S> <C> <C> <C>
101. Gas Plant in Service
Natural Gas Production and Gathering Plant
332. Field Lines 871 -
-
333. Field Compressor Station Equipment 64,435 3,026 -
334. Field Measuring and Regulating
Station Equipment 111,427 18,780 10,864
Total Natural Gas Production and
Gathering Plant 176,733 21,806 10,864
Transmission Plant
365.2 Rights of Way 1,232 - -
366.2 Measuring and Regulating Station Structures 1,129 729 -
367. Mains 114,105 33,998 -
369. Measuring and Regulating Station Equipment 68,757 33,026 -
Total Transmission Plant 185,223 67,753 -
Distribution Plant
374. Land and Land Rights 6,047 52 100
375. Structures and Improvements 16,387 5,823 -
376. Mains 2,298,215 970,228 363
378. Measuring and Regulating Station Equipment
-General 274,825 92,079 2,064
380. Services 2,314,075 635,693 200
381. Meters 174,235 - 3,286
382. Meter Installations 94,782 - -
383. House Regulators 26,686 - -
384. House Regulator Installations 14,203 - -
385. Industrial Measuring and Regulating
Station Equipment 128,266 49,433 1,745
387. Other Equipment 66 - -
Total Distribution Plant 5,347,787 1,753,308 7,758
<PAGE 29>
<CAPTION>
SCHEDULE D
Page 2 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT
DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1992 TO
SEPTEMBER 30, 1993
(ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION)
Book Cost of
Property Retired
Charged to
Depreciation Cost of
Reserve Removal Salvage
$ $ $
<S> <C> <C> <C>
101. Gas Plant in Service (Cont'd.)
General Plant
389. Land and Land Rights 546 - 546
390. Structures and Improvements 542,918 29,972 41,308
391. Office Furniture and Equipment 25,239 - -
392. Transportation Equipment - - 14,423
393. Stores Equipment 445
394. Tools, Shop and Garage Equipment 5,103 2,020 3,813
396. Power Operated Equipment 9,263 - -
397. Communication Equipment 549 29 -
Total General Plant 584,063 32,021 60,090
Total Gas Plant in Service 6,293,806 1,874,888 78,712
<PAGE 30>
<CAPTION>
SCHEDULE D
Page 3 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT
DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1993 TO
SEPTEMBER 30, 1994
(ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION)
Book Cost of
Property Retired
Charged to
Depreciation Cost of
Reserve Removal Salvage
$ $ $
<S> <C> <C> <C>
101. Gas Plant in Service
Natural Gas Production and Gathering Plant
325.4 Rights of Way 174 - -
332. Field Lines 31,683 23,760 -
333. Field Compressor Station Equipment 2,187 - -
334. Field Measuring and Regulating
Station Equipment 167,968 25,252 3,640
Total Natural Gas Production and
Gathering Plant 202,012 49,012 3,640
Transmission Plant
365.2 Rights of Way 1,008 - -
366.2 Measuring and Regulating Station Structures 1,006 2,081 -
367. Mains 230,018 69,603 813
369. Measuring and Regulating Station Equipment 42,654 6,838 -
Total Transmission Plant 274,686 78,522 813
Distribution Plant
374. Land and Land Rights 16,964 904 30,500
375. Structures and Improvements 83,106 3,892 1,600
376. Mains 2,263,337 1,159,715 -
378. Measuring and Regulating Station
Equipment-General 240,358 69,743 5,411
380. Services 2,322,037 708,618 -
381. Meters 84,901 - 5,596
382. Meter Installations 92,912 - -
383. House Regulators 58,894 - -
384. House Regulator Installations 14,539 - -
385. Industrial Measuring and Regulating
Station Equipment 88,460 41,215 -
387. Other Equipment 103,490 - -
Total Distribution Plant 5,368,998 1,984,087 43,107
<PAGE 31>
<CAPTION>
SCHEDULE D
Page 4 of 4
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT
DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1993 TO
SEPTEMBER 30, 1994
(ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION)
Book Cost of
Property Retired
Charged to
Depreciation Cost of
Reserve Removal Salvage
$ $ $
<S> <C> <C> <C>
101. Gas Plant in Service (Cont'd.)
General Plant
390. Structures and Improvements 483,549 7,209 104,000
391. Office Furniture and Equipment 394,158 - 25
393. Stores Equipment 72,213 - -
394. Tools, Shop and Garage Equipment 42,840 358 11,000
398. Miscellaneous Equipment 13,466 - -
Total General Plant 1,006,226 7,567 115,025
Total Gas Plant in Service 6,851,922 2,119,188 162,585
</TABLE>
<PAGE 32>
SCHEDULE E
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ANALYSIS OF CREDITS TO DEPRECIATION RESERVE AND
CONTRA CHARGES TO EXPENSE AND OTHER ACCOUNTS
(ITEM (g) OF SECTION 37.6 OF RULES OF PROCEDURE
OF THE PUBLIC SERVICE COMMISSION)
ACCRUALS CHARGED TO:
Fiscal Two-Year
Year Total
$ $
403. Depreciation Expense
September 30, 1992 - September 30, 1993 26,499,697
September 30, 1993 - September 30, 1994 28,284,743 54,784,440
404. Amortization and Depletion - Producing Natural
Gas Land and Land Rights
September 30, 1992 - September 30, 1993 705,977
September 30, 1993 - September 30, 1994 - 705,977
184. Clearing Accounts
September 30, 1992 - September 30, 1993 3,245
September 30, 1993 - September 30, 1994 (15,288) (12,043)
OTHER CREDITS:
Plant Reserve Adjustments
September 30, 1992 - September 30, 1993 (108,085)
September 30, 1993 - September 30, 1994 (8,629) (116,714)
<PAGE 33>
SCHEDULE F
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
REIMBURSEMENT MARGIN
FOR THE PERIOD SEPTEMBER 30, 1992 THROUGH SEPTEMBER 30, 1994
$
Reimbursement Margin - Case 93G0154
September 30, 1992 262,406,171
FUNDS EXPENDED
Additions to Utility Plant 120,915,363
Net Change in Construction Work in Progress (1,262,276)
Payment and Discharge of Notes:
Other Long-Term Debt 56,221
Redemption of Notes Payable 100,000,000
Premium on Redemption of Notes Payable 7,561,014
Total Funds Expended 227,270,322
SOURCE OF FUNDS
Depreciation Accruals 55,478,374
Salvage 241,297
Cost of Removal (3,994,076)
Net Change in Retirement Work in Progress 65,398
Net Transfers/Adjustments (46,101)
Normalization of Accelerated Depreciation 14,614,839
Normalization of Investment Tax Credit (1,345,976)
Normalization of Investment Tax Credit-
Meter Stations Transfers 8,482
Deferred Tax - Premium on Reacquired Debt 1,879,507
Deferred Tax - Uniform Capitalization Adjustment (1,462,912)
Deferred Tax - Chicora Sale 120,096
Amortization of Premium on Reacquired Debt 2,699,080
Customer Advances for Construction 288,625
Advances from Associated Companies 126,000,000
Total Source of Funds 194,546,633
Reimbursement Margin September 30, 1994 295,129,860
<PAGE 34>
SCHEDULE G
Sheet 1 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT OF FUNDS REQUIRED AND SOURCE OF FUNDS
TO MEET PROPOSED FINANCING FOR THE PERIODS
JANUARY 1 THROUGH DECEMBER 31, 1995 AND 1996
1995 1996
FUNDS REQUIRED $ $ $
Construction Expenditures 63,411,000 59,703,000
Other Long-Term Debt 33,000 36,000
Notes Payable-Associated Companies
Note Maturing 5/01/95 (6.21%) 23,000,000
Note Maturing 6/08/95 (9.45%) 20,000,000
Note Maturing 6/23/95 (6.23%) 1,000,000
Note Maturing 6/24/95 (6.24%) 20,000,000
Note Maturing 12/18/95 (9.00%) 9,000,000
Note Maturing 12/18/95 (9.03%) 8,000,000
Note Maturing 12/20/95 (9.03%) 13,000,000 94,000,000 -
Payment and Discharge of Short-Term
Notes Payable - Associated Companies - 157,500,000
Total Funds Required 157,444,000 217,239,000
SOURCE OF FUNDS
Depreciation Accruals 30,366,000 32,094,000
Deferred Taxes 6,166,000 6,442,000
Salvage Less Cost of Removal (2,064,000) (2,147,000)
Increase in Short-Term Notes Payable
- Associated Companies 7,600,000 -
Net Income and Treasury Funds 15,376,000 30,850,000
Financing 1995 100,000,000 -
Financing 1996 - 150,000,000
Total Source of Funds 157,444,000 217,239,000
<PAGE 35>
SCHEDULE G
Sheet 2 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
New York Pennsylvania
Division Division Total
$ $ $
Natural Gas Production Plant 213 134 347
Transmission Plant 319 882 1,201
Distribution Plant 43,511 14,821 58,332
General Plant 2,378 1,153 3,531
Total 46,421 16,990 63,411
<PAGE 36>
SCHEDULE G
Sheet 3 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 4
Total Account 325 4
Account 332 - Field Lines
Appropriation 120 Compressor Stations 115
Appropriation 125-X Measuring and Regulating Stations 94
TOTAL ACCOUNT 332 209
TOTAL NATURAL GAS PRODUCTION PLANT 213
<PAGE 37>
SCHEDULE G
Sheet 4 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
TRANSMISSION PLANT
Account 365 - Land and Rights of Way
Appropriation 300X - Land, Rights of Way 1
TOTAL ACCOUNT 365 1
Account 329 - Structures and Improvements
Appropriation 305X - Structures and Improvements 1
TOTAL ACCOUNT 329 1
Account 367 - Mains
Appropriation 315-B Replacements 192
Appropriation 315-E Cathodic Protection 23
TOTAL ACCOUNT 367 215
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 102
TOTAL ACCOUNT 36911 102
TOTAL TRANSMISSION PLANT 319
<PAGE 38>
SCHEDULE G
Sheet 5 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights:
Acquisition of Rights-of-Way 302
Appropriation 405-X Structures and Improvements 61
TOTAL ACCOUNT 374 363
Account 376 - Mains
Appropriation 415-A through 415-D - Distribution Mains:
Appropriation 415-A New Mains Customer Extensions 4,532
Appropriation 415-B Leakage Replacements 6,460
Appropriation 415-C System Improvement 755
Appropriation 415-D Public Improvement 4,028
Appropriation 415-H Cast Iron Replacement 1,007
Appropriation 415-L Active Corrosion 1,763
Appropriation 415-E Cathodic Protection 228
Appropriation 415-S Systematic Replacement 2,014
Appropiration 415-W Customer Interruption - Water 4,431
TOTAL ACCOUNT 376 25,218
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 453
Appropriation 425-A Obsolete Equipment - Regular Stations 252
TOTAL ACCOUNT 378 705
Account 380 - Services
Appropriation 450-X Service Renewals 11,279
Appropriation 451-X Downstream Services 50
Appropriation 452-X New Services 3,827
TOTAL ACCOUNT 380 15,156
<PAGE 39>
SCHEDULE G
Sheet 6 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-X Services Measuring and Regulating
Equipment 559
Appropriation 455-A Automated Meter Reading 755
TOTAL ACCOUNT 381 1,314
Account 385 - Industrial Measuring and Regulating
Station Equipment
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 554
Appropriation 475-X Industrial Rebuilds 201
TOTAL ACCOUNT 385 755
TOTAL DISTRIBUTION PLANT 43,511
<PAGE 40>
SCHEDULE G
Sheet 7 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 1,523
TOTAL ACCOUNT 390 1,523
Account 515X - Compressed Natural Gas Projects
TOSC, NFSC, CLSC 249
TOTAL ACCOUNT 515X 249
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 99
TOTAL ACCOUNT 391 99
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 298
TOTAL ACCOUNT 394 298
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 209
TOTAL ACCOUNT 397 209
TOTAL GENERAL PLANT 2,378
TOTAL NEW YORK DIVISION 46,421
<PAGE 41>
SCHEDULE G
Sheet 8 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 7
TOTAL ACCOUNT 325 7
Account 332 - Field Lines
Appropriation 115-B Replacements 53
TOTAL ACCOUNT 332 53
Account 334 - Field Measuring and Regulating
Station Equipment
Appropriation 125-X Measuring and Regulating Stations 74
TOTAL ACCOUNT 334 74
TOTAL NATURAL GAS PRODUCTION PLANT 134
<PAGE 42>
SCHEDULE G
Sheet 9 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
TRANSMISSION PLANT
Account 365 - Land and Land Rights
Appropriation 300-X Land and Land Rights 28
TOTAL ACCOUNT 365 28
Account 367 - Mains
Appropriation 315-B Replacements 285
Appropriation 315-C System Improvement 47
Appropriation 315-E Cathodic Protection 24
TOTAL ACCOUNT 367 356
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 498
TOTAL ACCOUNT 369 498
TOTAL TRANSMISSION PLANT 882
<PAGE 43>
SCHEDULE G
Sheet 10 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights: 228
TOTAL ACCOUNT 374 228
Account 375 - Structures and Improvements
Appropriation 405-X Structures and Improvements 622
TOTAL ACCOUNT 375 622
Account 376 - Mains
Appropriation 415-A New Mains Customer Extensions 1,117
Appropriation 415-B Replacements 4,923
Appropriation 415-C System Improvement 371
Appropriation 415-D Public Improvement 201
Appropriation 415-E Cathodic Protection 20
TOTAL ACCOUNT 376 6,632
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 406
TOTAL ACCOUNT 378 406
Account 380 - Services
Appropriation 450-X Services 6,078
TOTAL ACCOUNT 380 6,078
<PAGE 44>
SCHEDULE G
Sheet 11 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-A Metscan 203
Appropriation 455-X Measuring and Regulating
Equipment 271
TOTAL ACCOUNT 381 474
Account 385 - Industrial Metering and Regulating
Stations
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 381
TOTAL ACCOUNT 385 381
TOTAL DISTRIBUTION PLANT 14,821
<PAGE 45>
SCHEDULE G
Sheet 12 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 636
TOTAL ACCOUNT 390 636
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 103
TOTAL ACCOUNT 391 103
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 310
TOTAL ACCOUNT 394 310
Account 396 - Power Operated Equipment
Appropriation 565-X Power Operated Equipment 17
TOTAL ACCOUNT 396 17
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 87
TOTAL ACCOUNT 397 87
TOTAL GENERAL PLANT 1,153
TOTAL PENNSYLVANIA DIVISION 16,990
<PAGE 46>
SCHEDULE G
Sheet 13 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
New York Pennsylvania
Division Division Total
$ $ $
Natural Gas Production Plant 214 97 311
Transmission Plant 321 785 1,106
Distribution Plant 40,365 15,140 55,505
General Plant 2,291 490 2,781
Total 43,191 16,512 59,703
<PAGE 47>
SCHEDULE G
Sheet 14 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
NATURAL GAS PRODUCTION PLANT
Account 332 - Field Lines
Appropriation 125-X Measuring and Regulating Stations 214
TOTAL ACCOUNT 332 214
TOTAL NATURAL GAS PRODUCTION PLANT 214
<PAGE 48>
SCHEDULE G
Sheet 15 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
TRANSMISSION PLANT
Account 367 - Mains
Appropriation 315-B Replacements 160
Appropriation 315-E Cathodic Protection 54
TOTAL ACCOUNT 367 214
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 107
TOTAL ACCOUNT 369 107
TOTAL TRANSMISSION PLANT 321
<PAGE 49>
SCHEDULE G
Sheet 16 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights:
Acquisition of Rights-of-Way 266
TOTAL ACCOUNT 374 266
Account 376 - Mains
Appropriation 415-A thru 415-D - Distribution Mains:
Appropriation 415-A New Mains Customer Extensions 5,408
Appropriation 415-B Replacements 4,640
Appropriation 415-C System Improvement 1,084
Appropriation 415-D Public Improvement 4,388
Appropriation 415-E Cathodic Protection 160
Appropriation 415-S System Improvement 907
Appropriation 415-H Cast Iron Replacement 724
Appropriation 415-L Active Corrosion 1,266
Appropriation 415-W Customer Interruption-Water 3,183
TOTAL ACCOUNT 376 21,760
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 871
Appropriation 425-A Obsolete Equipment-Regulator Stations 249
TOTAL ACCOUNT 378 1,120
Account 380 - Services
Appropriation 450-X Service Renewals 11,371
Appropriation 451-X Downstream Services 188
Appropriation 452-X New Services 3,858
TOTAL ACCOUNT 380 15,417
<PAGE 50>
SCHEDULE G
Sheet 17 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-A Automated Meter Reading 749
Appropriation 455-X Services Measuring and
Regulating Equipment 266
TOTAL ACCOUNT 381 1,015
Account 385 - Industrial Measuring and Regulating
Station Equipment
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 587
Appropriation 475-X Industrial Rebuilds 200
TOTAL ACCOUNT 385 787
TOTAL DISTRIBUTION PLANT 40,365
<PAGE 51>
SCHEDULE G
Sheet 18 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 1,439
TOTAL ACCOUNT 390 1,439
Account 515X - Compressed Natural Gas Projects
TOSC, NFSC, CLSC 246
TOTAL ACCOUNT 515X 246
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 211
TOTAL ACCOUNT 391 211
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 316
TOTAL ACCOUNT 394 316
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 79
TOTAL ACCOUNT 397 79
TOTAL GENERAL PLANT 2,291
TOTAL NEW YORK DIVISION 43,194
<PAGE 52>
SCHEDULE G
Sheet 19 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 5
TOTAL ACCOUNT 325 5
Account 332 - Field Lines
Appropriation 115-B Replacements 39
TOTAL ACCOUNT 332 39
Account 334 - Field Measuring and Regulating
Station Equipment
Appropriation 125-X Measuring and Regulating Stations 53
TOTAL ACCOUNT 334 53
TOTAL NATURAL GAS PRODUCTION PLANT 97
<PAGE 53>
SCHEDULE G
Sheet 20 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
TRANSMISSION PLANT
Account 365 - Land and Land Rights
Appropriation 300-X Land and Land Rights 25
TOTAL ACCOUNT 365 25
Account 367 - Mains
Appropriation 315-B Replacements 253
Appropriation 315-C System Improvement 42
Appropriation 315-E Cathodic Protection 21
TOTAL ACCOUNT 367 316
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 444
TOTAL ACCOUNT 369 444
TOTAL TRANSMISSION PLANT 785
<PAGE 54>
SCHEDULE G
Sheet 21 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights 233
TOTAL ACCOUNT 374 233
Account 375 - Structures and Improvements
Appropriation 405-X Structures and Improvements 636
TOTAL ACCOUNT 375 636
Account 376 - Mains
Appropriation 415-A New Mains Customer Extensions 1,141
Appropriation 415-B Replacements 5,029
Appropriation 415-C System Improvement 379
Appropriation 415-D Public Improvement 205
Appropriation 415-E Cathodic Protection 21
TOTAL ACCOUNT 376 6,775
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 415
TOTAL ACCOUNT 378 415
<PAGE 55>
SCHEDULE G
Sheet 22 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT (CONT'D.)
Account 380 - Services
Appropriation 450-X Services 6,208
TOTAL ACCOUNT 380 6,208
Account 381 - Meters
Appropriation 455-A Metscan 207
Appropriation 455-X Measuring and Regulating Equipment 277
TOTAL ACCOUNT 381 484
Account 385 - Industrial Metering and Regulating Stations
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 389
TOTAL ACCOUNT 385 389
TOTAL DISTRIBUTION PLANT 15,140
<PAGE 56>
SCHEDULE G
Sheet 23 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 270
TOTAL ACCOUNT 390 270
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 44
TOTAL ACCOUNT 391 44
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 132
TOTAL ACCOUNT 394 132
Account 396 - Power Operated Equipment
Appropriation 565-X Power Operated Equipment 7
TOTAL ACCOUNT 396 7
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment: 37
TOTAL ACCOUNT 397 37
TOTAL GENERAL PLANT 490
TOTAL PENNSYLVANIA DIVISION 16,512
<PAGE 57>
SCHEDULE H
Sheet 1 of 3
CREDIT AGREEMENT
THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS
COMPANY (hereinafter called "National"), a New Jersey corporation, and
NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution
Corporation"), a New York corporation and a subsidiary of National.
W I T N E S S E T H:
1. In order to provide funds to Distribution Corporation for working
capital and its construction program, National agrees to extend credit to
Distribution Corporation from time-to-time, upon mutual consent and upon the
further terms and conditions set forth in this Agreement.
2. Each borrowing made hereunder shall be made against delivery to
National of Distribution Corporation's promissory note to evidence the amount
borrowed each time. Each promissory note shall be dated as of the date of
issue and shall bear interest payable at such time as provided for in, and at
the effective interest rate or yield to maturity cost rate of, National's
debenture or note or other debt issue that provides the proceeds from which
Distribution Corporation has borrowed hereunder. Such interest rate or cost
shall reflect actual underwriters' or agents' fees and commissions plus five
basis points per annum additional interest, per issue to reflect expenses of
National relating to debt issuance (such as legal fees and bond rating
agencies' fees), the resulting effective annual interest rate shall be
rounded up to the next highest 1/100th of 1%. Each promissory note shall
mature at such time as National's corresponding debenture, note or other debt
issue matures.
3. It is agreed that if a default occurs with respect to the punctual
payment of any principal or interest due under this, or any other agreement
or note of Distribution Corporation, or if Distribution Corporation makes an
assignment for the benefit of creditors or files a petition in bankruptcy or
is adjudicated insolvent or bankrupt, or if there is commenced against
Distribution Corporation any such proceeding, then the entire amount of the
principal and interest on all of the notes issued under this Agreement may be
declared by National to be forthwith due and payable.
4. If the debentures, notes or other debt issued by National, or the
indenture, supplemental indenture or other documents governing the terms
thereof, give National the right or obligation to early redeem all or part of
said debentures, notes or other debt, and National exercises that right in
whole or in part, prior to their maturity, or if National tenders for or
otherwise discharges such debentures, notes or other debt prior to their
maturity, or modifies the terms thereof, then Distribution Corporation shall
prepay to National a principal amount of the note or notes issued hereunder
as shall equal the principal amount of such debentures, notes or other debt
of National that are early redeemed or discharged, together with accrued
interest on the prepaid principal amount of National's debentures, notes or
other debt, together with the premium, if any, that is paid in connection
with any such redemption or discharge, or Distribution Corporation shall
agree to make payments to National in accordance with such modified terms, as
the case may be.
5. This Agreement shall become effective when approvals have been
obtained from the regulatory commissions having jurisdiction over this
Agreement.
<PAGE 58>
SCHEDULE H
Sheet 2 of 3
IN WITNESS WHEREOF, the parties hereto have caused their authorized
officers to execute this Agreement and to have their corporate seals affixed
and attested the day and year first above written.
NATIONAL FUEL GAS COMPANY
ATTEST:
Chairman of the Board, President and
Chief Executive Officer
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
ATTEST:
President
<PAGE 59>
SCHEDULE H
Sheet 3 of 3
Distribution Corporation Note No.
$ ,
For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION
CORPORATION, a New York corporation (hereinafter called "Distribution
Corporation"), hereby promises to pay on or before to
NATIONAL FUEL GAS COMPANY (hereinafter called "National"), or order, at its
offices, 10 Lafayette Square, Buffalo, New York, in lawful money of the
United States, the principal sum of
*** ***
and to pay interest on said principal sum or any unpaid balance thereof
semiannually on the 1st day of and in each year at said
office, in like money, from the date hereof until this note shall become due
or shall be paid in full at the rate of % per annum*.
This note is one of the notes of Distribution Corporation mentioned in a
Credit Agreement dated by and between Distribution Corporation
and National providing for the issuance of promissory notes by Distribution
Corporation to National, to provide funds for Distribution Corporation as
described in and subject to the terms of said Credit Agreement.
Upon the occurrence of an event described in Paragraph 3 or 4 in said
Credit Agreement, the principal of this note and the interest due thereon may
be declared to be forthwith due and payable, without necessity of demand,
notice, presentment or protest, or the terms hereof may be modified.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By
President
By
Sr. Vice President and Controller
*Rate, maturity and interest payment
dates are provided in Paragraph 2 of
Credit Agreement dated
<PAGE 60>
SCHEDULE I
Sheet 1 of 2
The most current amendment to the by-laws of National Fuel Gas
Distribution Corporation occurred on December 16, 1994. Attached is a
copy of the resolution.
<PAGE 61>
SCHEDULE I
Sheet 2 of 2
Upon motion duly made and seconded, the following resolution was
unanimously
adopted:
RESOLVED: That Article III, Section 1 of the By-laws of the
Corporation, are hereby amended to increase the number
of directors to eight (8) effective immediately; and it
is
FURTHER RESOLVED: That pursuant to the authority vested in the Board
of Directors by Article III, Section 1 of the By-laws, as amended,
effective this date, Walter E. DeForest be, and hereby is, elected a
director of the Corporation to serve until the next Annual Meeting,
or any adjournment thereof, or until his successor shall be duly
elected and shall qualify.
<PAGE 62>
SCHEDULE J
Sheet 1 of 1
An Application-Declaration of Form U-1 filed with the Securities
and Exchange Commission by National Fuel Gas Company and National Fuel Gas
Distribution Corporation was included with Case No. 93-G-0154. The new
Application-Declaration on Form U-1 filed with the Securities and Exchange
Commission by National and Distribution, as amended to date, is a part of
this schedule, and is incorporated herein by reference.
(Amendment #1 to joint Application-Declaration, File #70-8541,
dated January 20, 1995 was filed as this exhibit, and herein incorporated
by reference.)
<PAGE 1>
EXHIBIT D-3
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
SECURITIES CERTIFICATE TO THE PENNSYLVANIA PUBLIC
UTILITY COMMISSION FOR AUTHORIZATION
TO ISSUE $250,000,000 OF PROMISSORY NOTES, AND TO
ASSUME THE COSTS AND BENEFIT OF
CERTAIN DERIVATIVE INSTRUMENTS
<PAGE 2>
BEFORE THE
PENNSYLVANIA PUBLIC UTILITY COMMISSION
In re: Securities Certificate of NATIONAL
FUEL GAS DISTRIBUTION CORPORATION : Securities
in respect of Promissory Notes : Certificate
in the Aggregate Principal Amount : No.
of $250,000,000, and Certain : 1995
Derivative Instruments
TO THE PENNSYLVANIA PUBLIC UTILITY COMMISSION:
National Fuel Gas Distribution Corporation ("Distribution") files this
Securities Certificate and requests the Pennsylvania Public Utility Commission
to register such certificate. In support thereof, Distribution represents as
follows:
(1) The name and address of the public utility filing this Securities
Certificate is: National Fuel Gas Distribution Corporation, 10 Lafayette
Square, Buffalo, New York 14203.
(2) The name and address of the General Counsel of Distribution is:
Ronald J. Tanski, 10 Lafayette Square, Buffalo, New York 14203. The name and
address of Distribution's Pennsylvania Rate Counsel is: Morgan, Lewis &
Bockius, Attn: Michael W. Gang, One Commerce Square, 417 Walnut Street,
Harrisburg, Pennsylvania 17101-1904.
(3) Distribution is a gas corporation duly organized and existing under
Section 3 of the Transportation Corporations Law of the State of New York,
having its principal business office at 10 Lafayette Square, Buffalo, New York
14203. Distribution provides gas service, and activities incidental thereto,
to retail customers located in the western portion of the State of New York,
and in the counties of Armstrong, Butler, Cameron, Clarion, Clearfield,
Crawford, Elk, Erie, Forest, Jefferson, McKean, Mercer, Venango and Warren,
all situated within the Commonwealth of Pennsylvania. Service within the
Commonwealth of Pennsylvania is pursuant to a certificate of public
convenience, dated August 17, 1973, issued by the Pennsylvania Public Utility
Commission and docketed at A-97939.
<PAGE 3>
Distribution is the successor to Iroquois Gas Corporation,
Pennsylvania Gas Company and United Natural Gas Company pursuant to a
corporate reorganization effective as of July 1, 1974, which also was approved
by the Commission's order dated August 17, 1973, at A-97939.
In compliance with requirements of the Business Corporation Law
(Act of May 5, 1933, P.L. 364, as amended), Distribution secured, from the
Commonwealth of Pennsylvania, authority to do business within the Commonwealth
of Pennsylvania as a foreign corporation. The Application for a Certificate
of Authority and the Certificate of Authority are filed among the records of
the Secretary of the Commonwealth of Pennsylvania in Volume 73.57, at pages
335 et seq., and in Volume 74.30, at pages 523 et seq.
Distribution is a wholly-owned subsidiary of National Fuel Gas
Company ("National"), a publicly-held corporation with its common stock traded
on the New York Stock Exchange. National maintains its principal office at
10 Lafayette Square, Buffalo, New York 14203 and is a registered public
utility holding company under the Public Utility Holding Company Act of 1935,
as amended. National also holds all the common stock of National Fuel Gas
Supply Corporation, Seneca Resources Corporation, Leidy Hub, Inc., Highland
Land & Minerals, Inc., Utility Constructors, Inc., Data-Track Account
Services, Inc. and National Fuel Resources, Inc. Neither National nor any of
its subsidiaries has outstanding preferred stock. Distribution is subject to
the regulatory jurisdiction of the Pennsylvania Public Utility Commission
("PaPUC") and the Public Service Commission of the State of New York ("PSC").
(4) Distribution is controlled by:
(a) National;
(b) through its ownership of all of the
outstanding shares of the capital stock of
Distribution;
(c) to the extent of 100%; and
(d) control is direct.
<PAGE 4>
(5) National is the source of capital for Distribution and National
meets such capital requirements by issuing securities to the public.
Distribution may issue promissory notes, as described herein, to National in
order to secure debt capital for purposes explained in Paragraph No. 7, below.
The interest rates and the maturity dates of Distribution's promissory notes,
as explained below, would be governed by the maturity dates and interest rates
of, and if applicable, sinking fund requirements for, debentures or notes that
would be issued to the public by National.
It is National's current intention to redeem, at their maturity,
debentures and medium-term notes ("MTN's") issued by National to the holders
thereof. Many of National's MTN's, some of the proceeds of which were lent to
Distribution, mature in the next 24 months. Accordingly, within the next 24
months, National will require Distribution to pay sums due on the promissory
notes issued by Distribution to National in exchange for loans from National
to Distribution, in connection with Distribution's 6.21% promissory notes due
May 1, 1995, its 9.45% notes due June 8, 1995, its 6.23% notes due June 23,
1995, its 6.24% notes due May 1, 1995, its 9.0% notes due December 18, 1995,
its 9.03% notes due December 18, 1995 and its 9.03% notes due December 20,
1995.
Distribution has had no authority to issue promissory notes since
January 1, 1995, and will continue to lack such authority until it receives
the necessary PaPUC, PSC and Securities and Exchange Commission ("SEC")
orders. Distribution is currently seeking such authorization from the PSC,
for a 24-month period beginning on the day of the PSC order. National,
Distribution and certain other subsidiaries of National are seeking Securities
and Exchange Commission ("SEC") authorization for Distribution to issue
promissory notes to National, and other financing authorizations for National
and such other subsidiaries, that would expire on December 31, 1997. An
application-declaration on Form U-1 has been filed with the SEC, under the
Public Utility Holding Company Act of 1935, as amended, for this purpose.
Therefore, Distribution is seeking authorization as part of this Securities
Certificate, consistent with such other filings, to issue promissory notes in
the principal amount of not more than $250,000,000 for a 24-month period
beginning with the date of the order.
<PAGE 5>
The promissory notes that Distribution may issue would have the
following characteristics:
(a) Title of securities: Promissory Notes.
(b) Aggregate principal amount of promissory notes will not
exceed $250,000,000.
(c) National may issue debentures or notes to the public which
may or may not have sinking fund obligations, call
provisions and/or other terms, conditions and features, and
the proceeds from such public issuance would be the source
of cash delivered to Distribution by National in exchange
for promissory notes. The actual effective annual interest
rate cannot be known until National's debentures or notes
have been sold to the public.
Promissory notes which Distribution may issue would bear interest
pursuant to the provisions of Exhibit L. Each promissory note will be dated
as of the date of issuance by Distribution and each promissory note will be
sold at face value. Interest will be payable at such time as the interest
payments on National's debentures or notes become due. If National issues
sinking fund debentures or notes, each promissory note may have a different
maturity date, with such maturity date to be governed by the sinking fund
requirements for National's debentures or notes. If National's debentures or
notes have no sinking fund obligations, the promissory notes will have a final
maturity date which is the same as the maturity date of National's debentures
or notes.
The full terms and conditions concerning Distribution's possible
borrowings from National are set forth in the Credit Agreement and in the form
of promissory note attached hereto as Exhibit L. The Credit Agreement between
National and Distribution provides, in Paragraph No. 2, in pertinent part, as
follows:
"Each promissory note shall be dated as of the date of
issue and shall bear interest payable at such time as
provided for in, and at the effective interest rate or
yield to maturity cost rate of, National's debenture
or note or other debt issue that provides the proceeds
from which Distribution Corporation has borrowed
hereunder. Such interest rate or cost shall reflect
actual underwriters' or agents' fees and commissions,
plus five basis points per annum additional interest
per issue to reflect expenses of National relating to
<PAGE 6>
debt issuance (such as legal fees and bond rating
agencies' fees). The resulting effective annual
interest rate shall be rounded up to the next highest
1/100th of 1%. Each promissory note shall mature at
such time as National's corresponding debenture, note
or other debt issue matures."
The promissory notes, if issued, would be subject to prepayment, prior to
maturity, under certain circumstances. The Credit Agreement (Exhibit L)
provides in paragraph No. 4 as follows:
"If the debentures, notes or other debt issued by
National, or the indenture, supplemental indenture or
other documents governing the terms thereof, give
National the right or obligation to early redeem all
or part of said debentures, notes or other debt, and
National exercises that right in whole or in part,
prior to their maturity, or if National tenders for or
otherwise discharges such debentures, notes or other
debt prior to their maturity, or modifies the terms
thereof, then Distribution Corporation shall prepay to
National a principal amount of the note or notes
issued hereunder as shall equal the principal amount
of such debentures, notes or other debt of National
that are early redeemed or discharged, together with
accrued interest on the prepaid principal amount of
National's debentures, notes or other debt, together
with the premium, if any, that is paid in connection
with any such redemption or discharge, and together
with unrecovered (unamortized) debt issuance discounts
and costs, or Distribution Corporation shall agree to
make payments to National in accordance with such
modified terms, as the case may be."
The promissory notes, if issued, would not be subject to call,
maintenance, depreciation, sinking fund or other fund provision, except as
recited above.
Any taxes on the promissory notes would be paid by National.
There would be no trustee with regard to the promissory notes.
(Bank of New York is indenture trustee respecting National's debentures and
MTN's.)
<PAGE 7>
The Credit Agreement and promissory notes would be substantially in
the form as set forth in Exhibit L.
(6) Distribution would issue the promissory notes to National after
Distribution and National received all required regulatory approvals with
regard to issuance and acquisition of the promissory notes, and after National
issued its debentures or notes to the public. Distribution is seeking
regulatory approval from the PaPUC and from the PSC for such issuance of
promissory notes. Distribution and National are seeking regulatory approval
from the SEC for such borrowing and lending, respectively.
It is anticipated that the interest rate or cost to Distribution
shall reflect actual underwriters' or agents' fees and commissions, plus five
basis points per annum additional interest per issue to reflect other expenses
of National relating to debt issuance (such as attorneys' fees and bond rating
agencies' fees).
(7) National proposes to redeem, at their maturity, debentures and
medium-term notes ("MTN's") issued by National, Distribution's parent company.
Many of National's MTN's, some of the proceeds of which were lent to
Distribution, mature in the next 24 months. At the same time, National will
require Distribution to pay sums due on promissory notes issued by
Distribution to National in exchange for loans from National to Distribution,
in connection with Distribution's 6.21% promissory notes due May 1, 1995, its
9.45% notes due June 8, 1995, its 6.23% notes due June 23, 1995, its 6.24%
notes due May 1, 1995, its 9.0% notes due December 18, 1995, its 9.03% notes
due December 18, 1995 and its 9.03% notes due December 20, 1995.
The amounts of the debt issuances by National, and the portions
thereof that were lent by National to Distribution, with regard to the
above-described debt, are as follows:
<PAGE 8>
Amount Related
Borrowed Medium-Term Note
by Issuance
Distribution by National
$ $
6.21% Promissory Notes due 5/01/95 23,000,000 55,000,000
9.45% Promissory Notes due 6/08/95 20,000,000 20,000,000
6.23% Promissory Notes due 6/23/95 1,000,000 1,000,000
6.24% Promissory Notes due 5/01/95 20,000,000 20,000,000
9.0% Promissory Notes due 12/18/95 9,000,000 20,000,000
9.03% Promissory Notes due 12/18/95 8,000,000 25,500,000
9.03% Promissory Notes due 12/20/95 13,000,000 13,000,000
Distribution proposes to issue, as part of the financing discussed herein,
promissory notes, in the principal amount of not more than $250,000,000, and
to apply the proceeds from the sale of such notes (i) to fund, in part,
Distribution's construction program for the 24-months beginning at the date of
the order, (ii) for general corporate purposes, (iii) to decrease short-term
debt balances incurred to finance previous years' construction programs or
other capital expenditures, (iv) to repay the following promissory notes
issued by Distribution to National in exchange for loans from National to
Distribution: the 6.21% promissory notes due May 1, 1995, the 9.45% notes due
June 8, 1995, the 6.23% notes due June 23, 1995, the 6.24% notes MTN's due May
1, 1995, the 9.0% notes due December 18, 1995, the 9.03% notes due December
18, 1995 and the 9.03% notes due December 20, 1995.
Once all requisite orders have been received, the proposed issuance
of debentures or notes by National and promissory notes by Distribution would
occur from time-to-time based upon market conditions during the 24-month
period beginning with the date of the order. Therefore, Distribution requests
that the PaPUC register the Securities Certificate for Distribution's issuance
of promissory notes within the 24-month time period beginning with the date of
the order. If Distribution issues $250,000,000 of promissory notes during
such period and wishes to issue more, Distribution will request registration
of a new Securities Certificate. Further, Distribution anticipates filing an
additional Securities Certificate at approximately the same time as, or
shortly after, this Securities Certificate expires.
<PAGE 9>
As of September 30, 1994, Distribution had $70,000,000 in
short-term debt obligations outstanding. Such amount was payable to National
(Exhibit E, Sheet 2). Distribution's estimated cost of constructing plant
facilities during the calendar years 1995 and 1996 amounts to $63,411,000 and
$59,703,000, respectively. (Refer to Exhibit M.)
(8) National, pursuant to the Public Utility Holding Company Act of
1935, as amended, has filed an application-declaration with the SEC requesting
authority to issue and sell up to $350,000,000 of Debentures and/or
Medium-Term Notes prior to December 31, 1997, and to lend up to $250,000,000
of the proceeds thereof to Distribution, among other things. Refer to Exhibit
H for a copy of the filing (on Form U-1) with the SEC concerning this
financing.
(9) National and Distribution may also respectively enter into, and
assume the costs and benefits of agreements providing for, interest rate
swaps, caps, collars and floors (collectively, "derivative instruments"),
during the 24-month period beginning on the date of the order. The notional
amount of such derivative instruments that may be obtained by National, and
the costs of which may be assumed by Distribution, shall not exceed
$350,000,000.
National may enter into an interest rate swap agreement with a
counterparty, whereby National would pay a fixed interest rate and receive a
floating interest rate. Conversely, National may enter into a swap agreement
whereby it would pay a floating rate and receive a fixed rate. (National may
also enter into agreements concerning other derivative instruments in
connection with such swaps or its new or existing debt.) The purpose of such
swaps would be, respectively, to "convert" floating rate interest payments to
fixed rate payments, and to "convert" fixed rate interest payments to floating
rate payments.
See Exhibit L for the form of agreement to be used in the event
National enters into, and Distribution assumes the costs and benefits of,
agreements concerning such derivative instruments. See Exhibit H for a more
detailed description of the purposes for which National and Distribution may
enter into such arrangements, as well as several examples of how such
transactions work.
<PAGE 10>
Note that Distribution is not, through this Securities Certificate,
seeking the recovery in rates of the costs associated with such derivative
instruments. Distribution is only hereby requesting authorization to assume
the costs and benefits of such derivative agreements.
(10) Distribution requests a waiver of the general provision requiring
that financial statements be filed relating to periods ending no more than 90
days prior to the date of filing.
(11) The following exhibits are appended hereto and are made a part
hereof:
A. Balance Sheet of National Fuel Gas Distribution
Corporation at September 30, 1994.
B. Statement of Income and Earned Surplus of National
Fuel Gas Distribution Corporation for the Twelve
Months Ended September 30, 1994.
C. Statement of Gas Plant in Service of National Fuel
Gas Distribution Corporation at September 30, 1994.
D. Statement of Securities of Other Corporations
Owned by National Fuel Gas Distribution
Corporation at September 30, 1994.
E. Statement Showing Status of the Funded Debt of
National Fuel Gas Distribution Corporation at
September 30, 1994.
F. Statement Showing Status of Outstanding Capital
Stock of National Fuel Gas Distribution
Corporation at September 30, 1994.
G. Copy of Registration Statement Filed by National
Fuel Gas Distribution Corporation with the
Securities and Exchange Commission under the
Securities Act of 1933 in Respect to the Proposed
Increase of Indebtedness.
H. Copy of Application-Declaration Filed by
National and National Fuel Gas
Distribution Corporation with the Securities and
Exchange Commission in Respect to the Possible
Increase of Indebtedness.
<PAGE 11>
I. Copy of the Resolution of the Board of Directors
of National Fuel Gas Distribution Corporation
Authorizing Officers to Enter into Credit
Agreement with National.
J. Form of Promissory Note Proposed to be Issued.
K. Statement Showing, in Journal Entry Form, all
Charges and Credits to be made on the Books of
Account of National Fuel Gas Distribution
Corporation as a Result of the Possible Increase
of Indebtedness.
L. Form of Credit and Derivative Agreements between
National Fuel Gas Company and National Fuel Gas
Distribution Corporation.
M. Statement of Funds Required by National Fuel Gas
Distribution Corporation for the Twelve Month
Periods January 1, 1995 through December 31, 1995
and January 1, 1996 through December 31, 1996.
WHEREFORE, Distribution respectfully requests the Pennsylvania Public
Utility Commission to register this Securities Certificate, by March 31, 1995
pursuant to Article VI of the Public Utility Law, as amended.
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
By /s/ J. P. Pawlowski
Joseph P. Pawlowski, Sr. Vice President
and Treasurer
<PAGE 12>
AFFIDAVIT
Joseph P. Pawlowski, being duly sworn according to Law, deposes and
says: that he is Sr. Vice President and Treasurer of National Fuel Gas
Distribution Corporation; that he is authorized to and does make this
affidavit for it; and that the facts set forth above are true and correct.
/s/ J. P. Pawolwski
Joseph P. Pawlowski
Sworn and subscribed before
me this 8th day of February 1995
/s/ C. W. Lee
Notary Public
<PAGE 13>
EXHIBIT A
Sheet 1 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET
AT SEPTEMBER 30, 1994
Assets and Other Debits
$
Utility Plant
Utility Plant (101-107,114,117,118.1,118.2,120) 1,036,145,229
Less: Accumulated Provision for Depreciation,
Amortization and Depletion (108-113,115,119.1,119.2,120.5) 248,431,038
Total Net Utility Plant 787,714,191
Other Property and Investments
Non-Utility Property (121) 80,137
Other Investments (124) 1,088
Other Special Funds (128) 7,402,579
Total Other Property and Investments 7,483,804
Current and Accrued Assets
Cash (131) 2,692,278
Working Funds (135) 839,675
Accounts Receivable (142, 143) 64,856,199
Less: Accumulated Provision for Uncollectible
Accounts (144) 4,798,159
Accounts Receivable from Associated Companies (146) 14,217,355
Materials and Supplies (150) 8,321,871
Gas Stored Underground-Current (164.1) 31,899,894
Prepayments (165) 14,412,657
Interest and Dividends Receivable (171) 2,332,793
Accrued Utility Revenues (173) 17,310,686
Total Current and Accrued Assets 152,085,249
Deferred Debits
Preliminary Survey and Investigation Charges (183) 102,908
Clearing Accounts (184) 513,370
Miscellaneous Deferred Debits (186) 151,995,130
Investment in Research and Development (188) (295,800)
Accumulated Deferred Income Taxes (190) 130,125
Total Deferred Debits 152,445,733
Total Assets and Other Debits 1,099,728,977
<PAGE 14>
EXHIBIT A
Sheet 2 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
BALANCE SHEET
AT SEPTEMBER 30, 1994
Liabilities and Other Credits
$
Proprietary Capital
Common Stock Issued (201) 59,170,600
Premium on Capital Stock (207) 68,500
Other Paid-In Capital (208-211) 121,599,684
Retained Earnings (215,216) 206,799,499
Total Proprietary Capital 387,638,283
Long-Term Debt
Advances from Associated Companies (223) 320,000,000
Other Long-Term Debt (224) 496,805
Total Long-Term Debt 320,496,805
Current and Accrued Liabilities
Accounts Payable (232) 41,380,871
Notes Payable to Associated Companies (233) 70,000,000
Accounts Payable to Associated Companies (234) 19,575,036
Customer Deposits (235) 4,385,656
Taxes Accrued (236) 7,199,707
Interest Accrued (237) 157,707
Dividends Declared (238) 7,468,000
Tax Collections Payable (241) 170,754
Miscellaneous Current and Accrued
Liabilities (242) 23,809,657
Total Current and Accrued Liabilities 174,147,388
Deferred Credits
Customer Advances for Construction (252) 1,360,979
Other Deferred Credits (253) 41,113,148
Accumulated Deferred Investment Tax
Credits (255) 13,611,128
Accumulated Deferred Income Taxes -
Liberalized Depreciation (282) 73,465,475
Accumulated Deferred Income Taxes-Other (283) 82,831,388
Total Deferred Credits 212,382,118
Operating Reserves
Pensions and Benefits Reserve (263) 5,064,383
Total Operating Reserves 5,064,383
Total Liabilities and Other Credits 1,099,728,977
<PAGE 15>
EXHIBIT B
Sheet 1 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
Utility Operating Income $
Operating Revenues (400) 931,672,766
Operating Expenses
Operation Expense (401) 695,422,724
Maintenance Expense (402) 22,271,790
Depreciation Expense (403) 28,215,742
Taxes Other Than Income Taxes (408.1) 88,852,086
Income Taxes (409.1, 410.1, 411.1, 411.4, 411.8) 28,146,207
Total Operating Expenses 862,908,549
Total Utility Operating Income 68,764,217
Other Income
Income from Merchandising, Jobbing and
Contract Work (415, 416) (78,048)
Interest and Dividend Income (419) 390,161
Allowance for Funds Used During
Construction (419.1) 256,868
Miscellaneous Nonoperating Income (421) 186,574
Gain on Disposition of Property (421.1) 212,477
Total Other Income 968,032
Other Income Deductions
Loss on Disposition of Property (421.2) 186,652
Miscellaneous Income Deductions (426) 357,674
Total Other Income Deductions 544,326
Taxes - Other Income and Deductions
Taxes Other Than Income Taxes (408.2) 17,550
Income Taxes (409.2, 410.2, 411.2, 411.5, 420) (1,661,482)
Total Taxes-Other Income and Deductions (1,643,932)
Net Other Income and Deductions 2,067,638
Interest Charges
Amortization of Debt Discount and Expense (428) 1,453,225
Interest on Debt to Associated Companies (430) 25,974,515
Other Interest Expense (431) 2,093,234
Total Interest Charges 29,520,974
Net Income (433) 41,310,881
<PAGE 16>
EXHIBIT B
Sheet 2 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT OF EARNED SURPLUS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
Unappropriated Earned Surplus at September 30, 1993 (216) $178,852,372
Balance Transferred From Income (433) 41,310,881
Dividends Declared - Common Stock (438) (29,872,000)
Adjustment to Retained Earnings 3/31/94 16,508,246
Unappropriated Earned Surplus at September 30, 1994 (216) $206,799,499
<TABLE>
<PAGE 17>
EXHIBIT C
Sheet 1 of 2
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
GAS PLANT IN SERVICE
AT SEPTEMBER 30, 1994
<S> <C> <C> <C>
Account New York Pennsylvania
Number Description Division Division Total
$ $ $
INTANGIBLE
301 Organization 179,766 116,457 296,223
302 Franchise and Consents 15,470 7,388 22,858
Total Intangible 195,236 123,845 319,081
NATURAL GAS PRODUCTION
325.2 Producing Leaseholds 115,909 68,630 184,539
325.4 Rights of Way 354,698 46,978 401,676
325.5 Other Land and Land Rights 37,428 2,841 40,269
327 Field Compressor Station Structures 178,880 - 178,880
328 Field Meas. and Reg. Station Structures 17,139 8,081 25,220
329 Other Structures - 3,317 3,317
330 Prod. Gas Wells-Well Construction 215,940 127,859 343,799
331 Prod. Gas Wells-Well Equipment 41,850 24,780 66,630
332 Field Lines 10,828,619 563,072 11,391,691
333 Field Compressor Station (Equipment) 1,460,609 - 1,460,609
334 Field Meas. and Reg. Station Equipment 4,215,557 1,343,078 5,558,635
336 Purification Equipment - 36,826 36,826
337 Other Equipment 17,798 10,538 28,336
338 Unsuccessful Explor. and Devel. Costs 716,189 401,384 1,117,573
Total Natural Gas Production 18,200,616 2,637,384 20,838,000
TRANSMISSION
365.1 Land and Land Rights 144,973 54,115 199,088
365.2 Rights of Way 380,731 638,643 1,019,374
366.2 Meas. & Reg. Station Structures 194,035 136,886 330,921
366.3 Other Structures - 4,724 4,724
367 Mains 9,805,326 25,068,931 34,874,257
369 Measuring and Regulating Station
Equipment 1,815,576 3,102,930 4,918,506
Total Transmission 12,340,641 29,006,229 41,346,870
<PAGE 18>
EXHIBIT C
Page 2 of 2
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
GAS PLANT IN SERVICE
AT SEPTEMBER 30, 1994
<S> <C> <C> <C>
Account New York Pennsylvania
Number Description Division Division Total
$ $ $
DISTRIBUTION
374 Land and Land Rights 5,139,948 3,144,789 8,284,737
375 Structures and Improvements 1,168,851 4,859,300 6,028,151
376 Mains 391,447,103 137,786,098 529,233,201
377 Compressor Station Equipment 1,120,777 - 1,120,777
378 Meas. and Reg. Station Equipment - Gen. 7,695,187 5,166,115 12,861,302
380 Services 202,207,456 73,242,946 275,450,402
381 Meters 18,274,147 13,881,980 32,156,127
382 Meter Installations 4,595,821 2,818,371 7,414,192
383 House Regulators 366,219 353,875 720,094
384 House Regulator Installations 1,286,633 565,338 1,851,971
Industrial Meas. and Reg. Sta. Equipment 7,869,042 4,062,569 11,931,611
387 Other Equipment 115,801 970,705 1,086,506
Total Distribution 641,286,985 246,852,086 888,139,071
GENERAL
389 Land and Land Rights 1,105,956 171,579 1,277,535
390 Structures and Improvements 27,026,928 1,383,720 28,410,648
391 Office Furniture & Equipment 6,303,112 1,362,977 7,666,089
392 Transportation Equipment 236,819 116,509 353,328
393 Stores Equipment 91,380 14,731 106,111
394 Tools, Shop & Garage Equipment 7,454,488 1,964,466 9,418,954
395 Laboratory Equipment 40,878 - 40,878
396 Power Operated Equipment 831,714 391,013 1,222,727
397 Communication Equipment 2,927,195 1,050,002 3,977,197
398 Misc. Equipment 143,566 5,345 148,911
Total General 46,162,036 6,460,342 52,622,378
Total Gas Plant in Service 718,185,514 285,079,886 1,003,265,400
</TABLE>
<TABLE>
<PAGE 19>
EXHIBIT D
Page 1 of 1
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT OF SECURITIES OF OTHER CORPORATIONS OWNED
AT SEPTEMBER 30, 1994
<S> <C> <C> <C> <C> <C> <C>
Exact Title Amount Date Most Recent
Company of the Security Owned Acquired Price Paid Book Value Market Value
Waterford Development Corp Common Stock 10 Shares 1960 $1,000 $1,000 No Market
Erie Employment Task Force, Inc. Debenture Bonds 1965 88 88 No Market
Total $1,088 $1,088
</TABLE>
<TABLE>
<PAGE 20>
EXHIBIT E
Sheet 1 of 2
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING STATUS OF THE FUNDED DEBT
AT SEPTEMBER 30, 1994
(g) Advances from Associated Companies
Name & Description Interest Date of
of Obligation Rate Date Payable Maturity Amount Held By
$
<S> <C> <C> <C> <C> <C>
Promissory Note #90-1 9.45% 1/01 - 7/01 6/08/95 20,000,000 National Fuel Gas Company
" " #90-2 9.03% 1/01 - 7/01 12/20/95 13,000,000 " " " "
" " #90-3 9.03% 1/01 - 7/01 12/18/95 8,000,000 " " " "
" " #90-4 9.00% 1/01 - 7/01 12/18/95 9,000,000 " " " "
" " #92-1 7.99% 2/01 - 8/01 2/01/2004 100,000,000 " " " "
" " #92-2 6.23% 5/01 -11/01 6/23/95 1,000,000 " " " "
" " #92-3 6.24% 5/01 - 11/01 5/01/95 20,000,000 " " " "
" " #92-4 6.21% 5/01 - 11/01 5/01/95 23,000,000 " " " "
" " #92-5 6.54% 5/01 - 11/01 11/05/97 7,000,000 " " " "
" " #93-1 6.71% 5/01 - 11/01 2/04/2000 50,000,000 " " " "
" " #93-2 7.46% 5/01 - 11/01 3/30/2023 49,000,000 " " " "
" " #94-1 8.55% 8/01 - 2/01 7/15/2024 20,000,000 " " " "
320,000,000
<PAGE 21>
EXHIBIT E
Sheet 2 of 2
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING STATUS OF THE FUNDED DEBT
AT SEPTEMBER 30, 1994
(h) Advances from Associated Companies
Name & Description Interest Date of
of Obligation Rate Date Payable Maturity Amount Held By
<S> <C> <C> <C> <C> <C>
Notes Payable 4.87%* Monthly N/A $70,000,000 National Fuel Gas Company
<FN>
NOTE: At January 31, 1995, the weighted average interest rate was 6.04% and the amount was $108,200,000.
*Represents Weighted Average Interest Rate at September 30, 1994
</FN>
</TABLE>
<TABLE>
<PAGE 22>
<CAPTION>
EXHIBIT F
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING STATUS OF OUTSTANDING CAPITAL STOCK
AT SEPTEMBER 30, 1994
Total Par Value, or Number of
Shares if Without Par Value
Held by the
Public Utility
Stated Book Value
of Outstanding
Number of Shares Reacquired Stock Having No
Designation No. of Outstanding and Held In Sinking Par Value as of
of Kind Shares Par Value Amount (not held by the in or Other Date of
and Class Authorized Per Share Authorized Public Utility) Treasury Pledged Funds Balance Sheet
(a) (b) (c) (d) (e) (f) (g) (h) (j)
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Common 2,000 No 2,000 2,000 None None None $59,170,600
Par
Value
Preferred None
Totals 2,000 2,000 2,000 None None None $59,170,600
<FN>
Note: All of the 2,000 shares outstanding are issued to National Fuel Gas Company.
</FN>
</TABLE>
<PAGE 23>
EXHIBIT G
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
COPY OF REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 IN RESPECT TO THE
PROPOSED INCREASE OF INDEBTEDNESS
The Securities Act of 1933 is not applicable to the proposed transaction.
<PAGE 24>
EXHIBIT H
Sheet 1 of 1
NATIONAL FUEL GAS COMPANY
COPY OF APPLICATION OR DECLARATION FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IN
RESPECT TO THE PROPOSED INCREASE OF INDEBTEDNESS
An Application-Declaration of Form U-1 filed with the Securities and
Exchange Commission by National Fuel Gas Company and National Fuel Gas
Distribution Corporation was included with Case No. S-00930321. The new
Application-Declaration on Form U-1 filed with the Securities and Exchange
Commission by National and Distribution, as amended to date, is a part of this
exhibit.
(Amendment #1 to joint Application-Declaration, File #70-8541, dated
January 20, 1995 was filed as this exhibit, and herein incorporated by
reference.)
<PAGE 25>
EXHIBIT I
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
RESOLUTION OF THE BOARD OF DIRECTORS
AUTHORIZING OFFICERS TO ENTER INTO CREDIT AGREEMENT
WITH NATIONAL FUEL GAS COMPANY
Resolutions concerning this financing will be adopted by the Board of
Directors of National Fuel Gas Distribution Corporation prior to the
financing. Copies of said resolutions will be filed with the Pennsylvania
Public Utility Commission at that time to complete this certificate.
<PAGE 26>
EXHIBIT J
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
FORM OF PROMISSORY NOTE TO BE ISSUED
Refer to Exhibit L, Sheet 3 for a copy of the proposed promissory note.
<PAGE 27>
EXHIBIT K
Sheet 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT SHOWING, IN JOURNAL ENTRY FORM, ALL CHARGES AND
CREDITS TO BE MADE ON THE BOOKS OF ACCOUNT
AS A RESULT OF THE PROPOSED INCREASE IN INDEBTEDNESS
The proposed journal entries which would be made to record the receipt of
cash and the projected change in indebtedness are:
Cash $250,000,000
Long-Term Notes Payable-Associated
Companies $250,000,000
To record the sale of long-term promissory notes to National
Long-Term Notes Payable-Associated
Companies
6.21% Note Due 1995 $23,000,000
9.45% Note Due 1995 20,000,000
6.23% Note Due 1995 1,000,000
6.24% Note Due 1995 20,000,000
9.0% Note Due 1995 9,000,000
9.03% Note Due 1995 8,000,000
9.03% Note Due 1995 13,000,000
Cash $94,000,000
To record the redemption of National Fuel Gas Distribution Corporation's
promissory notes at maturity.
Notes Payable-Associated Companies $156,000,000
Cash $156,000,000
To record the disbursement of cash to redeem Distribution's short-term debt
obligation to National.
Operating Expense $350
Cash $350
To record payment of costs incurred in connection with filing Certificate.
<PAGE 28>
EXHIBIT L
Sheet 1 of 5
CREDIT AGREEMENT
THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS
COMPANY (hereinafter called "National"), a New Jersey corporation, and
NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution
Corporation"), a New York corporation and a subsidiary of National.
W I T N E S S E T H:
1. In order to provide funds to Distribution Corporation for working
capital and its construction program, National agrees to extend credit to
Distribution Corporation from time-to-time, upon mutual consent and upon the
further terms and conditions set forth in this Agreement.
2. Each borrowing made hereunder shall be made against delivery to
National of Distribution Corporation's promissory note to evidence the amount
borrowed each time. Each promissory note shall be dated as of the date of
issue and shall bear interest payable at such time as provided for in, and at
the effective interest rate or yield to maturity cost rate of, National's
debenture or note or other debt issue that provides the proceeds from which
Distribution Corporation has borrowed hereunder. Such interest rate or cost
shall reflect actual underwriters' or agents' fees and commissions, plus five
basis points per annum additional interest per issue to reflect expenses of
National relating to debt issuance (such as legal fees and bond rating
agencies' fees). The resulting effective annual interest rate shall be
rounded up to the next highest 1/100th of 1%. Each promissory note shall
mature at such time as National's corresponding debenture, note or other debt
issue matures.
3. It is agreed that if a default occurs with respect to the punctual
payment of any principal or interest due under this, or any other agreement or
note of Distribution Corporation, or if Distribution Corporation makes an
assignment for the benefit of creditors or files a petition in bankruptcy or
is adjudicated insolvent or bankrupt, or if there is commenced against
Distribution Corporation any such proceeding, then the entire amount of the
principal and interest on all of the notes issued under this Agreement may be
declared by National to be forthwith due and payable.
4. If the debentures, notes or other debt issued by National, or the
indenture, supplemental indenture or other documents governing the terms
thereof, give National the right or obligation to early redeem all or part of
said debentures, notes or other debt, and National exercises that right in
whole or in part, prior to their maturity, or if National tenders for or
otherwise discharges such debentures, notes or other debt prior to their
maturity, or modifies the terms thereof, then Distribution Corporation shall
prepay to National a principal amount of the note or notes issued hereunder as
shall equal the principal amount of such debentures, notes or other debt of
National that are early redeemed or discharged, together with accrued interest
on the prepaid principal amount of National's debentures, notes or other debt,
together with the premium, if any, that is paid in connection with any such
redemption or discharge, and together with unrecovered (unamortized) debt
issuance discounts and costs, or Distribution Corporation shall agree to make
payments to National in accordance with such modified terms, as the case may
be.
5. This Agreement shall become effective when approvals have been
obtained from the regulatory commissions having jurisdiction over this
Agreement.
<PAGE 29>
EXHIBIT L
Sheet 2 of 5
6. This Agreement shall be binding upon the successors and assigns of the
parties hereto. This Agreement shall be construed and enforced under and in
accordance with the laws of the state of New York. This Agreement may be
executed in counterparts, each one of which, when fully executed, shall be
deemed to have the same dignity, force and effect as an original.
IN WITNESS WHEREOF, the parties hereto have caused their authorized
officers to execute this Agreement and to have their corporate seals affixed
and attested the day and year first above written.
NATIONAL FUEL GAS COMPANY
ATTEST:
President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
ATTEST:
President
<PAGE 30>
EXHIBIT L
Sheet 3 of 5
FORM OF PROMISSORY NOTE
Distribution Corporation Note No.
$ ,
For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION
CORPORATION, a New York corporation (hereinafter called "Distribution
Corporation"), hereby promises to pay on or before to NATIONAL
FUEL GAS COMPANY (hereinafter called "National"), or order, at its offices, 10
Lafayette Square, Buffalo, New York, in lawful money of the United States, the
principal sum of
*** ***
and to pay interest on said principal sum or any unpaid balance thereof
semiannually on the 1st day of and in each year at said
office, in like money, from the date hereof until this note shall become due
or shall be paid in full at the rate of % per annum*.
This note is one of the notes of Distribution Corporation mentioned in a
Credit Agreement dated by and between Distribution Corporation
and National providing for the issuance of promissory notes by Distribution
Corporation to National, to provide funds for Distribution Corporation as
described in and subject to the terms of said Credit Agreement.
Upon the occurrence of an event described in Paragraph 3 or 4 in said
Credit Agreement, the principal of this note and the interest due thereon may
be declared to be forthwith due and payable, without necessity of demand,
notice, presentment or protest, or the terms hereof may be modified.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By
President
By
Sr. Vice President and Controller
*Rate, maturity and interest payment
dates are provided in Paragraph 2 of
Credit Agreement dated
<PAGE 31>
EXHIBIT L
Sheet 4 of 5
FORM OF DERIVATIVE AGREEMENT
THIS AGREEMENT dated as of ; by and between NATIONAL FUEL GAS
COMPANY (hereinafter called "National"), a New Jersey corporation, and
NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution
Corporation"), a New York corporation and a subsidiary of National.
W I T N E S S E T H:
1. If National from time-to-time enters into agreements concerning
interest rate swaps, caps, collars, and/or floors (hereinafter called
"derivative instruments"), and Distribution Corporation desires to obtain the
benefits and pay the costs thereof, this Agreement, together with any
attachments as may be necessary to further describe the terms of such
derivative instruments and the allocation of such costs and benefits, shall
govern the terms of such arrangements.
2.(a) If National desires to enter into, and Distribution desires to
assume the costs and benefits of, an interest rate swap whereby National
makes fixed rate payments to, and receives floating rate payments from, a
counterparty, in lieu of: (i) National's issuance of long-term debt and
liquidation of short-term debt, (ii) National's lending of the proceeds from
such issuance of long-term debt to Distribution, (iii) Distribution's
liquidation of short-term debt, and (iv) Distribution's issuance of a
promissory note to National, National shall pay to Distribution any amounts
received by National from the counterparty in connection with such swap, and
Distribution shall pay to National any amounts that National must pay to the
counterparty in connection with such swap.
(b) If National desires to enter into, and Distribution desires to
assume the costs and benefits of, agreements that provide caps, collars or
floors in connection with such swap, National shall pay to Distribution any
amounts received by it from the counterparty in connection therewith, and
Distribution shall pay to National any amounts that National must pay the
counterparty in connection therewith.
3. If transactions as are described in Paragraph 2 occur, Distribution
shall continue to pay interest on its underlying short-term debt.
4. If National desires to enter into, and Distribution desires to assume
the costs and benefits of, an interest rate swap whereby National makes
floating rate payments to, and receives fixed rate payments from, a
counterparty, in order to effectively convert, in whole or in part, National's
existing fixed rate interest payments to floating rate payments, and likewise
convert Distribution's payments pursuant to its promissory note to National,
National shall pay to Distribution any amounts received by National from the
counterparty pursuant to such swap, and Distribution shall pay to National any
amounts that National must pay to the counterparty in connection with such
swap. If National enters into agreements that provide caps, collars or floors
in connection with such swap, the provisions set forth in paragraph 2(b)
concerning this matter shall apply.
<PAGE 32>
EXHIBIT L
Sheet 5 of 5
5. If National desires to enter into, and Distribution desires to assume
the costs and benefits of, agreements that provide caps, collars or floors in
connection with existing floating rate medium-term notes or debentures or
short-term debt of National, the proceeds of which have been loaned to
Distribution, the provisions set forth in paragraph 2(b) shall apply.
6. If National terminates or "unwinds" one of the above-described
derivative instruments, and either makes or receives payments, or assumes
other obligations or benefits in connection therewith, National shall pay to
Distribution any such receipts, and Distribution shall reimburse National for
any payments National makes, and Distribution shall further assume any ongoing
obligations and receive any ongoing benefits.
7. National and Distribution shall net the above payments to the extent
practicable.
8. If Distribution defaults on its obligations hereunder, National shall
have such remedies respecting Distribution as National's counterparty would
have respecting National, if National made a similar default vis-a-vis the
counterparty, without necessity of demand, notice, presentment or protest.
Likewise, Distribution shall have similar remedies against National, should
National default.
9. This Agreement shall become effective when approvals have been
obtained from the regulatory commissions having jurisdiction over this
Agreement. This Agreement shall be subject to additional terms and conditions
as may be set forth in the Application-Declaration on Form U-1 in SEC File
70-8541, which was filed by National, Distribution, and
certain other subsidiaries of National, and in the order(s) that may be issued
thereunder.
10. This Agreement shall be binding upon the successors and assigns of
the parties hereto. This Agreement shall be construed and enforced under and
in accordance with the laws of the state of New York. This Agreement may be
executed in counterparts, each one of which, when fully executed, shall be
deemed to have the same dignity, force and effect as an original.
IN WITNESS WHEREOF, the parties hereto have caused their authorized
officers to execute this Agreement and to have their corporate seals affixed
and attested the day and year first above written.
NATIONAL FUEL GAS COMPANY
ATTEST:
President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
ATTEST:
President
<PAGE 33>
EXHIBIT M
Sheet 1 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
STATEMENT OF FUNDS REQUIRED AND SOURCE OF FUNDS
TO MEET PROPOSED FINANCING FOR THE PERIODS
JANUARY 1 THROUGH DECEMBER 31, 1995 AND 1996
1995 1996
FUNDS REQUIRED $ $
Construction Expenditures 63,411,000 59,703,000
Other Long-Term Debt 33,000 36,000
Notes Payable-Associated Companies
Note Maturing 5/01/95 (6.21%) 23,000,000
Note Maturing 6/08/95 (9.45%) 20,000,000
Note Maturing 6/23/95 (6.23%) 1,000,000
Note Maturing 5/01/95 (6.24%) 20,000,000
Note Maturing 12/18/95 (9.00%) 9,000,000
Note Maturing 12/18/95 (9.03%) 8,000,000
Note Maturing 12/20/95 (9.03%) 13,000,000 94,000,000
-
Payment and Discharge of Short-Term
Notes Payable - Associated Companies - 157,500,000
Total Funds Required 157,444,000 217,239,000
<PAGE 34>
EXHIBIT M
Sheet 2 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
New York Pennsylvania
Division Division Total
$ $ $
Natural Gas Production Plant 213 134 347
Transmission Plant 319 882 1,201
Distribution Plant 43,511 14,821 58,332
General Plant 2,378 1,153 3,531
Total 46,421 16,990 63,411
<PAGE 35>
EXHIBIT M
Sheet 3 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 4
Total Account 325 4
Account 332 - Field Lines
Appropriation 120 Compressor Stations 115
Appropriation 125-X Measuring and Regulating Stations 94
TOTAL ACCOUNT 332 209
TOTAL NATURAL GAS PRODUCTION PLANT 213
<PAGE 36>
EXHIBIT M
Sheet 4 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
TRANSMISSION PLANT
Account 365 - Land and Rights of Way
Appropriation 300X - Land, Rights of Way 1
TOTAL ACCOUNT 365 1
Account 329 - Structures and Improvements
Appropriation 305X - Structures and Improvements 1
TOTAL ACCOUNT 329 1
Account 367 - Mains
Appropriation 315-B Replacements 192
Appropriation 315-E Cathodic Protection 23
TOTAL ACCOUNT 367 215
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 102
TOTAL ACCOUNT 36911 102
TOTAL TRANSMISSION PLANT 319
<PAGE 37>
EXHIBIT M
Sheet 5 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights:
Acquisition of Rights-of-Way 302
Appropriation 405-X Structures and Improvements 61
TOTAL ACCOUNT 374 363
Account 376 - Mains
Appropriation 415-A through 415-D - Distribution Mains:
Appropriation 415-A New Mains Customer Extensions 4,532
Appropriation 415-B Leakage Replacements 6,460
Appropriation 415-C System Improvement 755
Appropriation 415-D Public Improvement 4,028
Appropriation 415-H Cast Iron Replacement 1,007
Appropriation 415-L Active Corrosion 1,763
Appropriation 415-E Cathodic Protection 228
Appropriation 415-S Systematic Replacement 2,014
Appropiration 415-W Customer Interruption - Water 4,431
TOTAL ACCOUNT 376 25,218
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 453
Appropriation 425-A Obsolete Equipment - Regular Stations 252
TOTAL ACCOUNT 378 705
Account 380 - Services
Appropriation 450-X Service Renewals 11,279
Appropriation 451-X Downstream Services 50
Appropriation 452-X New Services 3,827
TOTAL ACCOUNT 380 15,156
<PAGE 38>
EXHIBIT M
Sheet 6 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-X Services Measuring and Regulating
Equipment 559
Appropriation 455-A Automated Meter Reading 755
TOTAL ACCOUNT 381 1,314
Account 385 - Industrial Measuring and Regulating
Station Equipment
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 554
Appropriation 475-X Industrial Rebuilds 201
TOTAL ACCOUNT 385 755
TOTAL DISTRIBUTION PLANT 43,511
<PAGE 39>
EXHIBIT M
Sheet 7 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 1,523
TOTAL ACCOUNT 390 1,523
Account 515X - Compressed Natural Gas Projects
TOSC, NFSC, CLSC 249
TOTAL ACCOUNT 515X 249
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 99
TOTAL ACCOUNT 391 99
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 298
TOTAL ACCOUNT 394 298
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 209
TOTAL ACCOUNT 397 209
TOTAL GENERAL PLANT 2,378
TOTAL NEW YORK DIVISION 46,421
<PAGE 40>
EXHIBIT M
Sheet 8 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 7
TOTAL ACCOUNT 325 7
Account 332 - Field Lines
Appropriation 115-B Replacements 53
TOTAL ACCOUNT 332 53
Account 334 - Field Measuring and Regulating
Station Equipment
Appropriation 125-X Measuring and Regulating Stations 74
TOTAL ACCOUNT 334 74
TOTAL NATURAL GAS PRODUCTION PLANT 134
<PAGE 41>
EXHIBIT M
Sheet 9 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
TRANSMISSION PLANT
Account 365 - Land and Land Rights
Appropriation 300-X Land and Land Rights 28
TOTAL ACCOUNT 365 28
Account 367 - Mains
Appropriation 315-B Replacements 285
Appropriation 315-C System Improvement 47
Appropriation 315-E Cathodic Protection 24
TOTAL ACCOUNT 367 356
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 498
TOTAL ACCOUNT 369 498
TOTAL TRANSMISSION PLANT 882
<PAGE 42>
EXHIBIT M
Sheet 10 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights: 228
TOTAL ACCOUNT 374 228
Account 375 - Structures and Improvements
Appropriation 405-X Structures and Improvements 622
TOTAL ACCOUNT 375 622
Account 376 - Mains
Appropriation 415-A New Mains Customer Extensions 1,117
Appropriation 415-B Replacements 4,923
Appropriation 415-C System Improvement 371
Appropriation 415-D Public Improvement 201
Appropriation 415-E Cathodic Protection 20
TOTAL ACCOUNT 376 6,632
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 406
TOTAL ACCOUNT 378 406
Account 380 - Services
Appropriation 450-X Services 6,078
TOTAL ACCOUNT 380 6,078
<PAGE 43>
EXHIBIT M
Sheet 11 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-A Metscan 203
Appropriation 455-X Measuring and Regulating
Equipment 271
TOTAL ACCOUNT 381 474
Account 385 - Industrial Metering and Regulating
Stations
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 381
TOTAL ACCOUNT 385 381
TOTAL DISTRIBUTION PLANT 14,821
<PAGE 44>
EXHIBIT M
Sheet 12 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1995
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 636
TOTAL ACCOUNT 390 636
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 103
TOTAL ACCOUNT 391 103
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 310
TOTAL ACCOUNT 394 310
Account 396 - Power Operated Equipment
Appropriation 565-X Power Operated Equipment 17
TOTAL ACCOUNT 396 17
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 87
TOTAL ACCOUNT 397 87
TOTAL GENERAL PLANT 1,153
TOTAL PENNSYLVANIA DIVISION 16,990
<PAGE 45>
EXHIBIT M
Sheet 13 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
New York Pennsylvania
Division Division Total
$ $ $
Natural Gas Production Plant 214 97 311
Transmission Plant 321 785 1,106
Distribution Plant 40,365 15,140 55,505
General Plant 2,291 490 2,781
Total 43,191 16,512 59,703
<PAGE 46>
EXHIBIT M
Sheet 14 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
NATURAL GAS PRODUCTION PLANT
Account 332 - Field Lines
Appropriation 125-X Measuring and Regulating Stations 214
TOTAL ACCOUNT 332 214
TOTAL NATURAL GAS PRODUCTION PLANT 214
<PAGE 47>
EXHIBIT M
Sheet 15 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
TRANSMISSION PLANT
Account 367 - Mains
Appropriation 315-B Replacements 160
Appropriation 315-E Cathodic Protection 54
TOTAL ACCOUNT 367 214
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 107
TOTAL ACCOUNT 369 107
TOTAL TRANSMISSION PLANT 321
<PAGE 48>
EXHIBIT M
Sheet 16 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights:
Acquisition of Rights-of-Way 266
TOTAL ACCOUNT 374 266
Account 376 - Mains
Appropriation 415-A thru 415-D - Distribution Mains:
Appropriation 415-A New Mains Customer Extensions 5,408
Appropriation 415-B Replacements 4,640
Appropriation 415-C System Improvement 1,084
Appropriation 415-D Public Improvement 4,388
Appropriation 415-E Cathodic Protection 160
Appropriation 415-S System Improvement 907
Appropriation 415-H Cast Iron Replacement 724
Appropriation 415-L Active Corrosion 1,266
Appropriation 415-W Customer Interruption-Water 3,183
TOTAL ACCOUNT 376 21,760
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 871
Appropriation 425-A Obsolete Equipment-Regulator Stations 249
TOTAL ACCOUNT 378 1,120
Account 380 - Services
Appropriation 450-X Service Renewals 11,371
Appropriation 451-X Downstream Services 188
Appropriation 452-X New Services 3,858
TOTAL ACCOUNT 380 15,417
<PAGE 49>
EXHIBIT M
Sheet 17 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT (CONT'D.)
Account 381 - Meters
Appropriation 455-A Automated Meter Reading 749
Appropriation 455-X Services Measuring and
Regulating Equipment 266
TOTAL ACCOUNT 381 1,015
Account 385 - Industrial Measuring and Regulating
Station Equipment
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 587
Appropriation 475-X Industrial Rebuilds 200
TOTAL ACCOUNT 385 787
TOTAL DISTRIBUTION PLANT 40,365
<PAGE 50>
EXHIBIT M
Sheet 18 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NEW YORK DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 1,439
TOTAL ACCOUNT 390 1,439
Account 515X - Compressed Natural Gas Projects
TOSC, NFSC, CLSC 246
TOTAL ACCOUNT 515X 246
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 211
TOTAL ACCOUNT 391 211
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 316
TOTAL ACCOUNT 394 316
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment 79
TOTAL ACCOUNT 397 79
TOTAL GENERAL PLANT 2,291
TOTAL NEW YORK DIVISION 43,191
<PAGE 51>
EXHIBIT M
Sheet 19 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
NATURAL GAS PRODUCTION PLANT
Account 325 - Land and Land Rights
Appropriation 100-X Land and Land Rights 5
TOTAL ACCOUNT 325 5
Account 332 - Field Lines
Appropriation 115-B Replacements 39
TOTAL ACCOUNT 332 39
Account 334 - Field Measuring and Regulating
Station Equipment
Appropriation 125-X Measuring and Regulating Stations 53
TOTAL ACCOUNT 334 53
TOTAL NATURAL GAS PRODUCTION PLANT 97
<PAGE 52>
EXHIBIT M
Sheet 20 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
TRANSMISSION PLANT
Account 365 - Land and Land Rights
Appropriation 300-X Land and Land Rights 25
TOTAL ACCOUNT 365 25
Account 367 - Mains
Appropriation 315-B Replacements 253
Appropriation 315-C System Improvement 42
Appropriation 315-E Cathodic Protection 21
TOTAL ACCOUNT 367 316
Account 369 - Measuring and Regulating Station Equipment
Appropriation 325-X Measuring and Regulating Stations 444
TOTAL ACCOUNT 369 444
TOTAL TRANSMISSION PLANT 785
<PAGE 53>
EXHIBIT M
Sheet 21 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT
Account 374 - Land and Land Rights
Appropriation 400-X Land and Land Rights 233
TOTAL ACCOUNT 374 233
Account 375 - Structures and Improvements
Appropriation 405-X Structures and Improvements 636
TOTAL ACCOUNT 375 636
Account 376 - Mains
Appropriation 415-A New Mains Customer Extensions 1,141
Appropriation 415-B Replacements 5,029
Appropriation 415-C System Improvement 379
Appropriation 415-D Public Improvement 205
Appropriation 415-E Cathodic Protection 21
TOTAL ACCOUNT 376 6,775
Account 378 - Measuring and Regulating Station Equipment - General
Appropriation 425-X Measuring and Regulating Stations 415
TOTAL ACCOUNT 378 415
<PAGE 54>
EXHIBIT M
Sheet 22 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
DISTRIBUTION PLANT (CONT'D.)
Account 380 - Services
Appropriation 450-X Services 6,208
TOTAL ACCOUNT 380 6,208
Account 381 - Meters
Appropriation 455-A Metscan 207
Appropriation 455-X Measuring and Regulating Equipment 277
TOTAL ACCOUNT 381 484
Account 385 - Industrial Metering and Regulating Stations
Appropriation 470-X Industrial Measuring and Regulating
Station Equipment 389
TOTAL ACCOUNT 385 389
TOTAL DISTRIBUTION PLANT 15,140
<PAGE 55>
EXHIBIT M
Sheet 23 of 23
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PENNSYLVANIA DIVISION
CAPITAL EXPENDITURES PROGRAM
CALENDAR YEAR 1996
$000
GENERAL PLANT
Account 390 - Structures and Improvements
Appropriation 505-X Structures and Improvements 270
TOTAL ACCOUNT 390 270
Account 391 - Office Furniture and Equipment
Appropriation 550-X Office Furniture and Equipment 44
TOTAL ACCOUNT 391 44
Account 394 - Tools, Shop and Garage Equipment
Appropriation 560-X Tools, Shop and Garage Equipment 132
TOTAL ACCOUNT 394 132
Account 396 - Power Operated Equipment
Appropriation 565-X Power Operated Equipment 7
TOTAL ACCOUNT 396 7
Account 397 - Communication Equipment
Appropriation 570-X Communication Equipment: 37
TOTAL ACCOUNT 397 37
TOTAL GENERAL PLANT 490
TOTAL PENNSYLVANIA DIVISION 16,512
<PAGE 56>
APPLICATION FOR APPROVAL
OF CREDIT AND DERIVATIVE AGREEMENTS BETWEEN
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
AND NATIONAL FUEL GAS COMPANY
February 8, 1995
<PAGE 57>
BEFORE THE
PENNSYLVANIA PUBLIC UTILITY COMMISSION
Application For Approval of
Credit and Derivative Agreements
Between National Fuel Gas
Distribution Corporation and
National Fuel Gas Company
APPLICATION FOR APPROVAL
OF CREDIT AND DERIVATIVE AGREEMENTS BETWEEN
AFFILIATED INTERESTS
National Fuel Gas Distribution Corporation ("Distribution") files this
Application pursuant to Section 2102 of the Public Utility Code, 66 Pa.C.S.A.
Section 2102, and requests the Pennsylvania Public Utility Commission
("Commission") to enter an order approving the proposed Credit Agreement and
Derivative Agreement between Distribution and National Fuel Gas Company
("National") that are attached hereto as Appendix "A" and "B" respectively.
In support of this Application, Distribution represents as follows:
1. Distribution is a public utility providing gas service to customers
located in fourteen counties in northwestern Pennsylvania and in portions of
New York. Distribution is subject to the regulatory jurisdiction of the
Commission.
2. National is a corporation organized and existing under the laws of
the State of New Jersey. National owns 100% of the voting securities of
Distribution. Distribution and National are affiliated interests as defined
by Section 2101 of the Public Utility Code, 66 Pa.C.S.A. Section 2101.
3. National also owns 100% of the voting securities of National Fuel
Gas Supply Corporation, Seneca Resources Corporation, Leidy Hub, Inc.,
Highland Land & Minerals, Inc., Utility Constructors, Inc., Data-Track Account
Services,
<PAGE 58>
Inc. and National Fuel Resources, Inc. National is a registered public
utility holding company under the Public Utility Holding Act of 1935, as
amended. National's stock is publicly traded on the New York Stock Exchange.
4. National is able to issue debentures and medium-term notes at lower
cost, including lower interest rates, than could be obtained by Distribution.
Accordingly, National provides Distribution with all of its debt capital.
5. In order to meet the capital requirements of Distribution and
National's other subsidiaries, National may from time-to-time issue and sell
debentures and/or medium-term notes (MTN's). National may also enter into or
terminate interest rate swaps, caps, collars and floors from time-to-time, and
pass through the costs and benefits thereof to Distribution, in order to limit
or define interest rate risk, or change the character or terms of new and
existing long-term debt. National, pursuant to the Public Holding Company Act
of 1935, as amended, has filed an application-declaration on Form U-1 with the
Securities and Exchange Commission ("SEC") for authority to issue up to
$350,000,000 of debentures and/or MTN's in the aggregate, to lend up to
$250,000,000 of the proceeds thereof to Distribution in exchange for
promissory notes, and to enter into agreements respecting up to $350,000,000
notional amount of interest rate swaps, caps, collars and floors, all as
described in such Form U-1. The authority so requested would expire on
December 31, 1997. Therefore, pursuant to this application, National will
lend to Distribution up to $250,000,000 of funds obtained by National from the
issue and sale of its debentures and/or MTN's, and will pass on to
Distribution the costs and benefits of up to $350,000,000 notional amount of
such swaps and other derivative instruments.
<PAGE 59>
Refer to Exhibit H attached to the Securities Certificate for a copy
of this filing (Form U-1) with the SEC concerning the financing that is the
subject of this Application.
Once all requisite orders have been received, the proposed issuance of
debentures and/or MTN's by National and promissory notes by Distribution, and
the proposed entry into agreements concerning interest rate swaps and other
derivative instruments, may occur from time-to-time based upon favorable
market conditions during the 24-month period beginning with the date of the
order hereby sought from the Commission.
6. The full terms of such borrowings and the form of the promissory
notes that may be issued by Distribution to National are provided in the
proposed "Credit Agreement", between Distribution and National, that is
attached to this Application as Appendix "A". If National enters into
agreements concerning interest rate swaps or other derivative instruments, and
if Distribution agrees to assume the costs and benefits thereof, the terms
thereof and the form of such agreement are set forth herein as Appendix "B".
7. Promissory notes, if any, will bear interest pursuant to the
provisions of the Credit Agreement. Interest would be payable as set forth in
the documents applicable to National's issue and sale of MTN's or debentures.
Each of Distribution's promissory notes may have a different maturity date,
with such maturity date to be governed by sinking fund and maturity
requirements for National's debentures or MTN's, or by the maturity dates of
such debentures or MTN's if there are no sinking fund obligations. The full
terms and conditions concerning Distribution's possible borrowings from
National are set forth in or incorporated into the Credit Agreement and in the
form of promissory notes attached hereto as Appendix "A". The Credit Agreement
<PAGE 60>
(Appendix "A") between National and Distribution provides, in Paragraph No. 2,
in pertinent part as follows:
"Each promissory note shall be dated as of the
date of issue and shall bear interest payable at
such time as provided for in, and at the effective
interest rate or yield to maturity cost rate of,
National's debenture or note or other debt issue
that provides the proceeds from which Distribution
Corporation has borrowed hereunder. Such interest
rate or cost shall reflect actual underwriters' or
agents' fees and commissions, plus five basis
points per annum additional interest per issue to
reflect expenses of National relating to debt
issuance (such as legal fees and bond rating
agencies' fees). The resulting effective annual
interest rate shall be rounded up to the next
highest 1/100th of 1%. Each promissory note shall
mature at such time as National's corresponding
debenture, note or other debt issue matures."
The promissory notes, if issued, would be subject to prepayment, prior
to maturity, under certain circumstances. The Credit Agreement (Appendix
"A") provides in paragraph No. 4 as follows:
"If the debentures, notes or other debt issued by
National, or the indenture, supplemental indenture
or other documents governing the terms thereof,
give National the right or obligation to early
redeem all or part of said debentures, notes or
other debt, and National exercises that right in
whole or in part, prior to their maturity, or if
National tenders for or otherwise discharges such
debentures, notes or other debt prior to their
maturity, or modifies the terms thereof, then
Distribution Corporation shall prepay to National
a principal amount of the note or notes issued
hereunder as shall equal the principal amount of
such debentures, notes or other debt of National
that are early redeemed or discharged, together
with accrued interest on the prepaid principal
amount of National's debentures, notes or other
debt, together with the premium, if any, that is
<PAGE 61>
paid in connection with any such redemption or
discharge, and together with unrecovered
(unamortized) debt issuance discounts and costs,
or Distribution Corporation shall agree to make
payments to National in accordance with such
modified terms, as the case may be."
The promissory notes, if issued, would not be subject to call,
maintenance, depreciation, sinking fund or other fund provisions, except as
described herein.
WHEREFORE, Distribution requests that the Pennsylvania Public Utility
Commission enter an order approving the Credit Agreement and Derivative
Agreement attached hereto as Appendices "A" and "B" respectively.
Respectfully submitted,
NATIONAL FUEL GAS
DISTRIBUTION CORPORATION
/s/ J. P. Pawlowski
Joseph P. Pawlowski
Sr. Vice President and Treasurer
<PAGE 62>
APPENDIX "A"
Attached is the Credit Agreement and Note - Exhibit L, Sheet 1 through 3.
<PAGE 63>
EXHIBIT L
Sheet 1 of 5
CREDIT AGREEMENT
THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS
COMPANY (hereinafter called "National"), a New Jersey corporation, and
NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution
Corporation"), a New York corporation and a subsidiary of National.
W I T N E S S E T H:
1. In order to provide funds to Distribution Corporation for working
capital and its construction program, National agrees to extend credit to
Distribution Corporation from time-to-time, upon mutual consent and upon the
further terms and conditions set forth in this Agreement.
2. Each borrowing made hereunder shall be made against delivery to
National of Distribution Corporation's promissory note to evidence the amount
borrowed each time. Each promissory note shall be dated as of the date of
issue and shall bear interest payable at such time as provided for in, and at
the effective interest rate or yield to maturity cost rate of, National's
debenture or note or other debt issue that provides the proceeds from which
Distribution Corporation has borrowed hereunder. Such interest rate or cost
shall reflect actual underwriters' or agents' fees and commissions, plus five
basis points per annum additional interest per issue to reflect expenses of
National relating to debt issuance (such as legal fees and bond rating
agencies' fees). The resulting effective annual interest rate shall be
rounded up to the next highest 1/100th of 1%. Each promissory note shall
mature at such time as National's corresponding debenture, note or other debt
issue matures.
3. It is agreed that if a default occurs with respect to the punctual
payment of any principal or interest due under this, or any other agreement
or note of Distribution Corporation, or if Distribution Corporation makes an
assignment for the benefit of creditors or files a petition in bankruptcy or
is adjudicated insolvent or bankrupt, or if there is commenced against
Distribution Corporation any such proceeding, then the entire amount of the
principal and interest on all of the notes issued under this Agreement may be
declared by National to be forthwith due and payable.
4. If the debentures, notes or other debt issued by National, or the
indenture, supplemental indenture or other documents governing the terms
thereof, give National the right or obligation to early redeem all or part of
said debentures, notes or other debt, and National exercises that right in
whole or in part, prior to their maturity, or if National tenders for or
otherwise discharges such debentures, notes or other debt prior to their
maturity, or modifies the terms thereof, then Distribution Corporation shall
prepay to National a principal amount of the note or notes issued hereunder
as shall equal the principal amount of such debentures, notes or other debt
of National that are early redeemed or discharged, together with accrued
interest on the prepaid principal amount of National's debentures, notes or
other debt, together with the premium, if any, that is paid in connection
with any such redemption or discharge, and together with unrecovered
(unamortized) debt issuance discounts and costs, or Distribution Corporation
shall agree to make payments to National in accordance with such modified
terms, as the case may be.
5. This Agreement shall become effective when approvals have been
obtained from the regulatory commissions having jurisdiction over this
Agreement.
<PAGE 64>
EXHIBIT L
Sheet 2 of 5
6. This Agreement shall be binding upon the successors and assigns of
the parties hereto. This Agreement shall be construed and enforced under and
in accordance with the laws of the state of New York. This Agreement may be
executed in counterparts, each one of which, when fully executed, shall be
deemed to have the same dignity, force and effect as an original.
IN WITNESS WHEREOF, the parties hereto have caused their authorized
officers to execute this Agreement and to have their corporate seals affixed
and attested the day and year first above written.
NATIONAL FUEL GAS COMPANY
ATTEST:
President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
ATTEST:
President
<PAGE 65>
EXHIBIT L
Sheet 3 of 5
FORM OF PROMISSORY NOTE
Distribution Corporation Note No.
$ ,
For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION
CORPORATION, a New York corporation (hereinafter called "Distribution
Corporation"), hereby promises to pay on or before to
NATIONAL FUEL GAS COMPANY (hereinafter called "National"), or order, at its
offices, 10 Lafayette Square, Buffalo, New York, in lawful money of the
United States, the principal sum of
*** ***
and to pay interest on said principal sum or any unpaid balance thereof
semiannually on the 1st day of and in each year at said
office, in like money, from the date hereof until this note shall become due
or shall be paid in full at the rate of % per annum*.
This note is one of the notes of Distribution Corporation mentioned in a
Credit Agreement dated by and between Distribution Corporation
and National providing for the issuance of promissory notes by Distribution
Corporation to National, to provide funds for Distribution Corporation as
described in and subject to the terms of said Credit Agreement.
Upon the occurrence of an event described in Paragraph 3 or 4 in said
Credit Agreement, the principal of this note and the interest due thereon may
be declared to be forthwith due and payable, without necessity of demand,
notice, presentment or protest, or the terms hereof may be modified.
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By
President
By
Sr. Vice President and Controller
*Rate, maturity and interest payment
dates are provided in Paragraph 2 of
Credit Agreement dated
<PAGE 66>
APPENDIX "B"
Attached is the Derivative Agreement - Exhibit L, Sheets 4 and 5.
<PAGE 67>
EXHIBIT L
Sheet 4 of 5
FORM OF DERIVATIVE AGREEMENT
THIS AGREEMENT dated as of ; by and between NATIONAL FUEL GAS
COMPANY (hereinafter called "National"), a New Jersey corporation, and
NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution
Corporation"), a New York corporation and a subsidiary of National.
W I T N E S S E T H:
1. If National from time-to-time enters into agreements concerning
interest rate swaps, caps, collars, and/or floors (hereinafter called
"derivative instruments"), and Distribution Corporation desires to obtain the
benefits and pay the costs thereof, this Agreement, together with any
attachments as may be necessary to further describe the terms of such
derivative instruments and the allocation of such costs and benefits, shall
govern the terms of such arrangements.
2.(a) If National desires to enter into, and Distribution desires to
assume the costs and benefits of, an interest rate swap whereby National
makes fixed rate payments to, and receives floating rate payments from, a
counterparty, in lieu of: (i) National's issuance of long-term debt and
liquidation of short-term debt, (ii) National's lending of the proceeds from
such issuance of long-term debt to Distribution, (iii) Distribution's
liquidation of short-term debt, and (iv) Distribution's issuance of a
promissory note to National, National shall pay to Distribution any amounts
received by National from the counterparty in connection with such swap, and
Distribution shall pay to National any amounts that National must pay to the
counterparty in connection with such swap.
(b) If National desires to enter into, and Distribution desires to
assume the costs and benefits of, agreements that provide caps, collars or
floors in connection with such swap, National shall pay to Distribution any
amounts received by it from the counterparty in connection therewith, and
Distribution shall pay to National any amounts that National must pay the
counterparty in connection therewith.
3. If transactions as are described in Paragraph 2 occur, Distribution
shall continue to pay interest on its underlying short-term debt.
4. If National desires to enter into, and Distribution desires to
assume the costs and benefits of, an interest rate swap whereby National
makes floating rate payments to, and receives fixed rate payments from, a
counterparty, in order to effectively convert, in whole or in part,
National's existing fixed rate interest payments to floating rate payments,
and likewise convert Distribution's payments pursuant to its promissory note
to National, National shall pay to Distribution any amounts received by
National from the counterparty pursuant to such swap, and Distribution shall
pay to National any amounts that National must pay to the counterparty in
connection with such swap. If National enters into agreements that provide
caps, collars or floors in connection with such swap, the provisions set
forth in paragraph 2(b) concerning this matter shall apply.
<PAGE 68>
EXHIBIT L
Sheet 5 of 5
5. If National desires to enter into, and Distribution desires to
assume the costs and benefits of, agreements that provide caps, collars or
floors in connection with existing floating rate medium-term notes or
debentures or short-term debt of National, the proceeds of which have been
loaned to Distribution, the provisions set forth in paragraph 2(b) shall
apply.
6. If National terminates or "unwinds" one of the above-described
derivative instruments, and either makes or receives payments, or assumes
other obligations or benefits in connection therewith, National shall pay to
Distribution any such receipts, and Distribution shall reimburse National for
any payments National makes, and Distribution shall further assume any
ongoing obligations and receive any ongoing benefits.
7. National and Distribution shall net the above payments to the extent
practicable.
8. If Distribution defaults on its obligations hereunder, National
shall have such remedies respecting Distribution as National's counterparty
would have respecting National, if National made a similar default vis-a-vis
the counterparty, without necessity of demand, notice, presentment or
protest. Likewise, Distribution shall have similar remedies against
National, should National default.
9. This Agreement shall become effective when approvals have been
obtained from the regulatory commissions having jurisdiction over this
Agreement. This Agreement shall be subject to additional terms and
conditions as may be set forth in the Application-Declaration on Form U-1 in
SEC File 70-8541, which was filed by National, Distribution, and certain
other subsidiaries of National, and in the order(s) that may be issued
thereunder.
10. This Agreement shall be binding upon the successors and assigns of
the parties hereto. This Agreement shall be construed and enforced under and
in accordance with the laws of the state of New York. This Agreement may be
executed in counterparts, each one of which, when fully executed, shall be
deemed to have the same dignity, force and effect as an original.
IN WITNESS WHEREOF, the parties hereto have caused their authorized
officers to execute this Agreement and to have their corporate seals affixed
and attested the day and year first above written.
NATIONAL FUEL GAS COMPANY
ATTEST:
President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
ATTEST:
President
EXHIBIT F-1
-----------
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
New York, New York
February 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration (File No. 70-8541)
National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
National Fuel Resources, Inc.
Seneca Resources Corporation
Utility Constructors, Inc.
---------------------------------------------------
Ladies and Gentlemen:
This opinion relates to the joint Application-
Declaration, filed on December 29, 1994, as heretofore amended
(as amended, the "Application-Declaration"), by National Fuel
Gas Company ("National"), National Fuel Gas Distribution
Corporation ("Distribution"), National Fuel Gas Supply
Corporation ("Supply"), National Fuel Resources, Inc. ("NFR"),
Seneca Resources Corporation ("Seneca"), and Utility
Constructors, Inc. ("Utility Constructors") under the Public
Utility Holding Company Act of 1935, as amended.
This Application-Declaration seeks authorization for:
(a) The issuance and sale of not to exceed
$350,000,000 aggregate principal amount of debt securities
consisting of one or more series of (i) Debentures (the "New
Debentures"), and/or (ii) Medium-Term Notes (the "New MTNs");
(b) The acquisition by National of unsecured notes
from Distribution ("Distribution Notes"), Supply, NFR, Seneca and
Utility Constructors (collectively, the "Notes") in an aggregate
principal amount not to exceed $350,000,000; and
<PAGE>
Securities and Exchange Commission -2- February 17, 1995
(c) National to enter into one or more interest rate
swap agreements and other derivative instruments (e.g., interest
----
rate caps, interest rate floors and interest rate collars)
(collectively, the "Swap Agreements"), with one or more third
parties (each, a "Counterparty") in notional amounts aggregating
not in excess of $350,000,000 at any one time outstanding.
Based upon the foregoing and subject to the
qualifications and assumptions hereinafter specified, 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. If (i) the proposed transactions are consummated as
contemplated by the Application-Declaration and in accordance
with the terms of the order or orders of the Securities and
Exchange Commission with respect thereto and, with respect to the
issuance and sale of the New Debentures and/or New MTNs, the
registration statement referred to therein, (ii) the Board of
Directors of National, or a duly appointed and authorized
committee thereof, approves and authorizes (a) substantially the
final form of the proposed Supplemental Indenture or Indentures
(collectively, the "Supplemental Indenture") to the Indenture,
dated as of October 15, 1974, between National and The Bank of
New York (formerly Irving Trust Company), as Trustee, as
heretofore supplemented (as supplemented, the "Indenture"),
pursuant to which the New Debentures and/or New MTNs are to be
issued, (b) the issuance and sale of the New Debentures and/or
New MTNs, and (c) the purchase of the Notes, (iii) the
Supplemental Indenture and any and all other documents to be used
in connection with the issuance and sale of the New Debentures
and/or the New MTNs shall have been duly executed and delivered
and shall have become effective as therein provided, (iv) the New
Debentures and/or New MTNs shall have been duly executed,
authenticated and delivered for the consideration contemplated,
(v) the Boards of Directors of Distribution, Supply, NFR, Seneca
and Utility Constructors shall have duly authorized and approved
the issuance and sale of the Notes to be issued by their
respective corporations, (vi) the issuance of the Distribution
Notes shall have been authorized by the Public Service Commission
of the State of New York and the Pennsylvania Public Utility
Commission, (vii) the Notes shall have been duly executed and
delivered for the consideration contemplated, (viii) the Swap
Agreements shall have been duly executed and delivered by
National and shall have been duly authorized, executed and
delivered by, and shall be legal, valid and binding obligations
of, each Counterparty thereto, (ix) no act or event other than as
described herein shall have occurred subsequent to the date
hereof which would change the opinions expressed herein, and
(x) the entering into of the Swap Agreements shall be conducted
under our supervision and all legal matters incident thereto
shall be satisfactory to us, including the receipt in
satisfactory form of opinions of other counsel qualified to
practice in any jurisdiction in which we are not admitted to
practice and the laws of which govern the Swap Agreements or the
parties to the Swap Agreements:
<PAGE>
Securities and Exchange Commission -3- February 17, 1995
(a) All state laws applicable to the proposed
transactions as described in the Application-Declaration will
have been complied with;
(b) The New Debentures and/or New MTNs and Swap
Agreements will be 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; and
(c) The consummation of the proposed transactions as
described in the Application-Declaration will not violate the
legal rights of the holders of any securities issued by National.
We express no opinion as to (i) the subject matter
jurisdiction of a federal court to consider any dispute arising
out of any Swap Agreement or (ii) any provision of any Swap
Agreement to the extent such provision waives any objection by
any party to the laying of venue of any action or proceeding
brought in any court and any claim that any such action or
proceeding has been brought in any inconvenient forum.
We also express no opinion as to the enforceability of
any provision of any Swap Agreement relating to judgment
currencies.
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. A copy of such opinion will be
filed as an exhibit to the Application-Declaration.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST LLP
EXHIBIT F-2
-----------
Stryker, Tams & Dill
Two Penn Plaza East
Newark, New Jersey 07105
February 17, 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
National Fuel Resources, Inc.
Seneca Resources Corporation
Utility Constructors, Inc.
Form U-1 Application-Declaration
File No. 70-8541
------------------------------------------
Ladies and Gentlemen:
This opinion relates to the joint Application-Declaration,
filed on December 29, 1994, as heretofore amended (as amended,
the "Application-Declaration"), by National Fuel Gas Company
("National") and its subsidiary corporations, National Fuel Gas
Distribution Corporation ("Distribution"), National Fuel Gas
Supply Corporation ("Supply"), National Fuel Resources, Inc.
("NFR"), Seneca Resources Corporation ("Seneca") and Utility
Constructors, Inc. ("Utility Constructors" and, collectively with
Distribution, Supply, NFR, Seneca and Utility Constructors, the
"Participating Subsidiaries"), under the Public Utility Holding
Company Act of 1935, as amended.
The Application-Declaration seeks authorization for:
(i) the issuance and sale by National of not to exceed
$350,000,000 aggregate principal amount of its debt securities,
consisting of one or more series of (a) Debentures (the "New
Debentures"), and/or (b) Medium-Term Notes (the "New MTNs");
<PAGE>
Securities and Exchange Commission
February 17, 1995
Page 2
(ii) the acquisition by National of unsecured notes from
Distribution ("Distribution Notes"), and the other Participating
Subsidiaries (collectively with the Distribution Notes, the
"Subsidiary Notes") in an aggregate principal amount not to
exceed $350,000,000; and
(iii) National to enter into one or more interest rate swap
agreements and other derivative instruments (e.g., interest rate
----
caps, interest rate floors and interest rate collars)
(collectively, the "Swap Agreements") with one or more third
parties (each, a "Counterparty") in notional amounts aggregating
not in excess of $350,000,000 at any one time outstanding.
Based upon the foregoing and subject to the qualifications
and assumptions hereinafter specified, 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. If (i) the proposed transactions are consummated in
accordance with the Application-Declaration, the order or orders
of the Securities and Exchange Commission thereon and, with
respect to the issuance and sale of the New Debentures and/or the
New MTN, the registration statement referred to therein, as the
same shall become effective, (ii) the Board of Directors of
National, or a duly appointed and authorized committee thereof,
approves and authorizes (a) substantially the final form of the
proposed Supplemental Indenture or Indentures (collectively, the
"Supplemental Indenture") to the Indenture, dated as of October
15, 1974, between National and The Bank of New York (formerly
Irving Trust Company), as Trustee, as heretofore supplemented (as
supplemented, the "Indenture"), pursuant to which the New
Debentures and/or New MTNs are to be issued, (b) the issuance and
sale of the New Debentures and/or New MTNs, and (c) the purchase
of the Subsidiary Notes, (iii) the Supplemental Indenture and any
and all other documents to be used in connection with the
issuance and sale of the New Debentures and/or the New MTNs shall
have been duly executed and delivered and shall have become
effective as therein provided, (iv) the New Debentures and/or New
MTNs shall have been duly executed and authenticated and duly
delivered for the consideration contemplated, (v) the Boards of
Directors of each of the Participating Subsidiaries shall have
duly authorized and approved the issuance and sale of the
Subsidiary Notes to be issued by such Participating Subsidiary,
(vi) the issuance of the Distribution Notes shall have received
all required authorizations and approvals from the New York
Public Service Commission and the
<PAGE>
Securities and Exchange Commission
February 17, 1995
Page 3
Pennsylvania Public Utility Commission, (vii) the Subsidiary Notes
shall have been duly executed and delivered for the consideration
contemplated, and (viii) the Swap Agreement shall have been duly
executed and delivered by National and shall have been duly
authorized, executed and delivered by, and shall constitute legal,
valid and binding obligations of, each Counterparty thereto:
(A) All laws of the State of New Jersey applicable to the
proposed transactions will have been complied with;
(B) Insofar as New Jersey law is applicable, the New
Debentures and/or New MTNs and the Swap Agreements will be valid
and binding obligations of National enforceable in accordance
with their terms, except as limited (x) by 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;
(C) Insofar as New Jersey law is applicable, National will
legally acquire the Subsidiary Notes; and
(D) The legal rights of the holders of any securities
issued by National will not have been violated.
In rendering the opinions expressed in paragraphs 2(B), 2(C)
and 2(D) hereof, we have assumed that the issuance and sale of
the New Debentures and/or New MTNs will be in compliance with the
restrictions on Funded Debt set forth in Section 6.05 of the
Indenture. In so assuming, we have relied upon the
representations set forth in the letter of Curtis W. Lee, Esq.,
dated the date hereof, a copy of which is attached hereto as
Annex 1.
We express no opinion concerning the applicability of state
securities or "blue sky" laws (including, without limitation, the
New Jersey Uniform Securities Law, as amended) to the issuance
and sale of the New Debentures and/or New MTNs by National or to
the distribution thereof by underwriters and agents.
A copy of this opinion is being delivered to Reid & Priest
LLP who, in rendering their opinion of even date herewith to the
Securities and Exchange Commission, are hereby authorized to rely
<PAGE>
Securities and Exchange Commission
February 17, 1995
Page 4
upon the opinions expressed herein to the same extent as if this
opinion had also been addressed directly to them.
We consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ Stryker, Tams & Dill
STRYKER, TAMS & DILL
Attachment
cc: Reid & Priest LLP (w/attachment)
<PAGE>
Annex I
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
February 17, 1995
Stryker, Tams & Dill
Two Penn Plaza East
Newark, New Jersey 07105
Attention: Charles H. Friedrich, III, Esq.
Re: Form U-1 Application-Declaration (File No. 70-8541)
National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
National Fuel Resources, Inc.
Seneca Resources Corporation
Utility Constructors, Inc.
---------------------------------------------------
Dear Mr. Friedrich:
In connection with the above-referenced application or
declaration on Form U-1, filed with the Securities and Exchange
Commission, 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
authorization 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) National will not issue and sell not to exceed
$350,000,000 in aggregate principal amount of New Debentures
and/or New MTNs except in compliance with Section 6.05 of the
Indenture dated as of October 15, 1974 from National to The Bank
of New York (formerly Irving Trust Company), as Trustee, as
amended and supplemented to date.
Very truly yours,
/s/ Curtis W. Lee
Curtis W. Lee, Esq.
General Manager
Exhibit F-3
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
Mr. Richard M. DiValerio
Secretary
February 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration (File No. 70-8541)
National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
National Fuel Resources, Inc.
Seneca Resources Corporation
Utility Constructors, Inc.
---------------------------------------------------
Ladies and Gentlemen:
This opinion relates to the joint application-declaration
(the "Application-Declaration"), filed on December 29, 1994 by
National Fuel Gas Company ("National"), National Fuel Gas
Distribution Corporation ("Distribution"), National Fuel Gas
Supply Corporation ("Supply"), National Fuel Resources, Inc.
("NFR"), Seneca Resources Corporation ("Seneca") and Utility
Constructors, Inc. ("Utility Constructors") (five of National's
subsidiary corporations) under the Public Utility Holding Company
Act of 1935, as amended. To the extent that the Application-
Declaration seeks authorization for the issuance and sale of not
to exceed (i) $250,000,000 aggregate principal amount of
unsecured notes by Distribution (the "Distribution Notes"),
(ii) $150,000,000 aggregate principal amount of unsecured notes
by Supply, (iii) $150,000,000 aggregate principal amount of
unsecured notes by Seneca, (iv) $20,000,000 aggregate principal
amount of unsecured notes by NFR and (v) $20,000,000 aggregate
principal amount of unsecured notes by Utility Constructors
(collectively, the "Notes"), in connection with National's
issuance and sale of not to exceed $350,000,000 aggregate
principal amount of debt securities, I am of the opinion that:
1. Distribution and NFR are corporations validly organized
and duly existing under the laws of the State of New York.
2. Utility Constructors, Supply and Seneca are
corporations validly organized and duly existing under the laws
of the Commonwealth of Pennsylvania.
<PAGE>
-2-
3. If (i) the proposed transactions are consummated as
contemplated by the Application-Declaration and in accordance
with the terms of the order or orders of the Securities and
Exchange Commission with respect thereto, (ii) the Boards of
Directors of Distribution, Supply, Seneca, NFR and Utility
Constructors shall have duly authorized and approved the issuance
and sale of the Notes to be issued by their respective
corporations, (iii) the documents to be issued in connection with
the proposed transactions have been duly executed and delivered,
(iv) the issuance and entering into of the Distribution Notes
shall have been authorized by the Public Service Commission of
the State of New York and the Pennsylvania Public Utility
Commission, and (v) the Notes shall have been duly executed for
the consideration contemplated:
A. All state laws applicable to the proposed transactions
will have been complied with;
B. The Notes will be valid and binding obligations of the
respective issuing 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;
C. National will legally acquire the Notes; and
D. The legal rights of the holders of any securities
issued by National, Distribution, Supply, Seneca, NFR
and Utility Constructors will not be violated by the
proposed transactions.
I consent to the use of this opinion as an exhibit to
the Application or Declaration.
Very truly yours,
/s/ Richard M. DiValerio
------------------------
Richard M. Divalerio
Exhibit I-1
Schedule of Estimated Fees and Expenses
SEC Filing Fees
[($130,000,000 x 1/29 of 1%) + $2,000)] $46,828
Printing and Engraving Expenses 55,000
Accounting Fees and Expenses 60,000
Fees and Expenses of Trustee 35,000
Rating Agency Fees 200,000
Blue Sky Fees and Expenses 15,000
Counsel Fees:
Reid & Priest LLP 250,000
Stryker, Tams & Dill (N.J. Counsel) 25,000
Winthrop, Stimson, Putnam & Roberts 175,000
Miscellaneous and incidental expenses
including travel, telephone and postage 20,000
TOTAL $881,828
=======
In connection with the sale of each New MTN, National
will pay each agent a commission, in the form of a discount,
equal to a percentage of the principal amount of each New MTN
sold by National as a result of a solicitation made by such
agent. The commissions are expected to range from .125% to .75%
of the principal amount of each New MTN depending upon its
maturity. The range of commissions is broad because the agents
enhance the marketability of MTNs by providing an active
secondary market for MTNs, which results in liquidity for
investors. Longer maturities involve more risk to an agent
providing a secondary market because price volatility increases
as the maturity increases.
In connection with the sale of each New Debenture,
National will pay each underwriter a commission, in the form of a
discount, equal to a percentage of the principal amount of each
New Debenture sold. The commissions are expected to range from
.125% to 1.0% of the principal amount of each New Debenture
depending upon its maturity.
