File No. 70-7519
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
U-1/A
AMENDMENT NO. 1
POST EFFECTIVE
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________
Names of Companies filing this statement and addresses of principal
executive offices:
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
______________________________________________
Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:
Philip C. Ackerman Gerald T. Wehrlin
Senior Vice President Controller
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Kyle G. Storie, Esq.
10 Lafayette Square
Buffalo, New York 14203
Item No. 1. Description of Proposed Transaction
By Order dated July 6, 1988 (HCAR No. 24673) National Fuel
Gas Company ("National"), a public utility holding company registered
under the Public Utility Holding Company Act of 1935, as amended
("Act"), was authorized to issue and sell from time to time through
December 31, 1991, up to one million shares of its authorized but
unissued common stock, no par value ("Additional Common Stock"), to
Manufacturers Hanover Trust Company (or such other bank or trust
company as National may from time to time designate), as agent for the
participants in National's Dividend Reinvestment and Stock Purchase
Plan, as amended (the "Plan").
Subsequent to the July 6, 1988 Order, National, after
receiving the requisite number of votes from its shareholders at an
annual meeting of shareholders, changed the designation of its common
stock from no par value to $1.00 par value. In addition, Manufacturers
Hanover Trust Company has merged with Chemical Bank and Chemical Bank
is now the agent under the Plan.
Through December 31, 1991, National issued and sold
714,828 shares of Additional Common Stock under the Plan. The
cumulative proceeds from the sale of the Additional Common Stock
amounted to $15,697,649.06. Those proceeds were utilized to repay
short-term debt from time to time, for interest and dividend
requirements, and general corporate purposes.
No shares of Additional Common Stock under the Plan have
been issued since December 31, 1991. Rather, cash dividends on all
shares of common stock received from, or optional cash payments made by
shareholders participating in the Plan have been reinvested solely
through open market purchases of National's common stock. Through
December 16, 1994, 742,318 shares of Common Stock have been purchased
on the open market for distribution under the Plan.
The original registration statement filed with the
Commission registered up to 1,000,000 shares of National Common Stock
for distribution under the Plan. Because the combined number of
originally issued and open market purchased shares had exceeded
1,000,000, the Company filed a new registration statement (No.
33-51881) with the Commission on January 12, 1994, to register
1,000,000 additional shares of the Company's common stock for offer and
sale under the Plan. All other aspects of the Plan as set out in the
Application-Declaration, as amended remain unchanged.
National wishes to again obtain authority to issue
original issue shares of Common Stock under the Plan. National also
reserves the right to invest the cash dividends of shareholders
participating in the Plan through open market purchases of National's
common stock. National will make such a decision from time to time
based upon its needs for Additional Common Stock, and the price and
availability of its common stock on the market. Accordingly, National
hereby seeks authorization to issue and sell, from time to time through
December 31, 2000, up to an additional two million shares of its
authorized but unissued common stock, $1.00 par value ("New Additional
Common Stock"), to Chemical Bank (or such other bank or trust company
as National may from time to time designate) as agent for the
participants in the Plan.
Use of Proceeds
Applicant-Declarant intends to continue to use the
proceeds from the sale of the New Additional Common Stock to repay
existing short-term and long-term debt, to pay interest and dividends
and for other corporate purposes. In addition, Applicant proposes to,
from time to time, use the proceeds to make additional capital
contributions to its wholly owned subsidiaries. Capital contributions
to National's subsidiaries from the proceeds of the sale of New
Additional Common Stock shall not, in any one year, exceed the amount
that the applicable subsidiary is authorized to borrow from National's
Money Pool pursuant to HCAR No. 25925 or any subsequent Money Pool
authorization. (SEC File No. 70-8297).
Item 2. Fees, Commissions and Expenses
Expenses related to New Additional Common Stock are as
follows:
Filing Fees--
Securities and Exchange Commission
U-1 $2,000
S-3 $13,552
Listing Fee--
New York Stock Exchange $1,500
Printing and Engraving $12,500
Legal Fees $35,000
Accounting Fees $10,000
Transfer Agent and
Registrar Fee $76,000
Miscellaneous $5,000
Total $155,552
Item 3. Applicable Statutory Provisions.
Sections 6, 7(a), 12(b) and Rules 23 and 45 are applicable
to the transactions contemplated hereunder.
Applicable Provisions Proposed Transaction
Sections 6 and 7(a) Original issuance of registered
Rule 23 shares of National Common Stock
under the Applicant's Dividend
Reinvestment Program
Section 12(b) and Capital contributions to
Rule 45 subsidiaries of National from
proceeds of sale of New
Additional Common Stock
To the extent that the proposals herein are considered by
the SEC to require authorization, approval or exemption under any
section of the Act or provision of the rule or regulations other than
those specifically referred to herein, request for such authorization
approval or exemption is hereby made.
Item 4. Regulatory Authority
No federal regulatory authority, other than the SEC, has
jurisdiction over the proposals. No state regulatory authority has
jurisdiction over the proposed transactions.
Item 5. Procedure
The SEC is requested to issue an order permitting the
Application-Declaration to become effective by March 30, 1995, with
respect to consummation of the transactions described herein, so that
National will be in a position to issue New Additional Common Shares
related to its April 15 dividend date.
National respectfully requests that the SEC's orders herein
be entered pursuant to the provisions of Rule 23. If a hearing is
ordered, Applicant-Declarants waive a recommended decision by a
hearing officer, or any other responsible officer of the SEC, and
agrees that the Division of Investment Management, Office of Public
Utility Regulation may assist in the preparation of the SEC's
decision and/or order.
Item 6. Exhibits and Financial Statements
(a) Exhibits.
*A-4 Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit
EX-3(a), Form 10-K for fiscal year ended September
30, 1992).
*A-5 By-Laws of National, as amended through June 9,
1994 and currently in effect (Exhibit 3.1 to Form
10-K for fiscal year ended September 30, 1994).
*C-2 Registration Statement of National on Form S-3
under the 1933 Act relating to the New Additional
Common Stock (File No. 33-51881).
**F-1 Opinion of Stryker, Tams & Dill.
H-1 Proposed Form of Notice.
**G Financial Data Schedule
(b) Financial Statements
** Consolidated Balance Sheet as of December 31, 1994.
** Consolidated Statement of Income and Earnings
Reinvested in the Business for the twelve months
ended December 31, 1994.
No material changes not in the ordinary course of business
have occurred since December 31, 1994.
* Incorporated by reference.
** To be filed by amendment.
Item 7.
The proposed transactions outlined herein involve no action
which will significantly affect the quality of the environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the transactions
proposed in the Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
Amendment to the application-declaration to be signed on their behalf
by the undersigned thereunto duly authorized.
Dated: February 17, 1995
NATIONAL FUEL GAS COMPANY
By: /s/Geral T. Wehrlin
Gerald T. Wehrlin
Controller
EXHIBIT H-1
[Suggested Form of Notice of Proposed Transaction]
UNITED STATES OF AMERICA
before the
SECURITIES EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. _______________
__________________________________
In the Matter of
NATIONAL FUEL GAS COMPANY
10 Lafayette Square
Buffalo, New York 14203 File No. 70-7519
( )
__________________________________
NOTICE OF PROPOSAL TO ISSUE ADDITIONAL COMMON STOCK
TO DIVIDEND REINVESTMENT PLAN
National Fuel Gas Company ("National"), 10 Lafayette
Square, Buffalo, New York 14203, a registered holding company, has
filed a declaration pursuant to Sections 6(a), 7, and 12(b) of the
Public Utility Holding Company Act of 1935, as amended, and Rules 23
and 45 promulgated thereunder.
Pursuant to the Commission's Order in HCAR No. 24673 issued
July 6, 1988, National was authorized to issue and deliver from time
to time up to 1,000,000 shares of its authorized but unissued common
stock, no par value ("Additional Common Stock"), to the trustee of
its Dividend Reinvestment Plan ("DRP"). As of December 31, 1991,
714,828 shares of Additional Common Stock had been issued under the
Plan. No shares of Additional Common Stock under the DRP have been
issued since December 31, 1991. Rather shares of common stock
distributed under the DRP since that time have been purchased on the
open market.
National now proposes to resume using original issue shares of
common stock, now $1.00 par value, under the DRP (the "New Additional
Common Stock") and seeks to issue and sell from time to time through
December 31, 2000, up to two million shares of New Additional Common
Stock.
Jonathan G. Katz
Secretary
