File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________
Names of Companies filing this statement and addresses of principal
executive offices:
National Fuel Gas Company
10 Lafayette Square
Buffalo, New York 14203
______________________________________________
Name of Top Registered Holding Company:
NATIONAL FUEL GAS COMPANY
Names and Addresses of Agent for Service:
Philip C. Ackerman Gerald T. Wehrlin
Senior Vice President Controller
National Fuel Gas Company National Fuel Gas Company
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Kyle G. Storie, Esq.
10 Lafayette Square
Buffalo, New York 14203
Item 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 to such bank or trust company as
National may from time to time designate agent for the participants in
National's Dividend Reinvestment and Stock Purchase Plan, as amended
(the "Plan").
Through December 31, 1991, National issued and sold
714,828 shares of Common Stock under the Plan. The cumulative proceeds
from the sale of the 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 Common Stock have been issued under the Plan
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 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. The Plan is fully described in that registration
statement which is filed as Amendment C to this Declaration and all
material aspects of the Plan as set out in File No. 70-7519, 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 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 ("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 use the proceeds from the
sale of the Additional Common Stock to repay existing short-term and
long-term debt, to pay interest and dividends and for other corporate
purposes. In addition, National 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 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 Additional Common Stock
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-Declarant waives a recommended decision by a
hearing officer, or any other responsible officer of the SEC, and
agrees that the Division of Investment Management, Office of Public
Utility Regulation may assist in the preparation of the SEC's
decision and/or order.
Item 6. Exhibits and Financial Statements
(a) Exhibits.
*A-1 Restated Certificate of Incorporation of National,
dated March 15, 1985 filed as Exhibit A-4 in File
No. 70-6667.
*A-2 Certificate of Amendment to Restated Certificate of
Incorporation of National, dated March 16, 1987
filed as Exhibit A-3 to Rule 24 Certificate in File
No. 70-7334.
*A-3 Certificate of Amendment to Restated Certificate of
Incorporation of National, dated February 18, 1988
filed as Exhibit A-4 to File No. 70-7519, as amended.
*A-4 Certificate of Amendment of Restated Certificate of
Incorporation, dated March 17, 1992 (Exhibit
EX-3(a), Form 10-K for fiscal year ended
September 30, 1992).
*A-5 By-Laws of National, as amended through June 9,
1994 and currently in effect (Exhibit 3.1 to Form
10-K for fiscal year ended September 30, 1994).
*C-1 Registration Statement of National on Form S-3
under the 1933 Act relating to the Additional
Common Stock (File No. 33-51881).
F-1 Opinion of Stryker, Tams & Dill.
G Financial Data Schedule
H-1 Proposed Form of Notice.
(b) Financial Statements
S-1 Consolidated Balance Sheet as of December 31, 1994.
S-2 Consolidated Statement of Income and Earnings
Reinvested in the Business for the twelve months
ended December 31, 1994.
S-3 Notes to Consolidated Financial Statements.
No material changes not in the ordinary course of business
have occurred since December 31, 1994.
* Incorporated by reference.
Item 7.
The proposed transactions outlined herein involve no action
which will significantly affect the quality of the environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the transactions
proposed in the Application-Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
Application-Declaration to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: March 1, 1995
NATIONAL FUEL GAS COMPANY
By: /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Controller
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit G
<ARTICLE> OPUR1
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
FUEL GAS COMPANY'S CONSOLIDATED STATEMENT OF INCOME AND EARNINGS REINVESTED IN
THE BUSINESS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 AND THE CONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CIK> 0000070145
<NAME> NATIONAL FUEL GAS COMPANY
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,571,611
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 255,390
<TOTAL-DEFERRED-CHARGES> 14,140
<OTHER-ASSETS> 200,477
<TOTAL-ASSETS> 2,041,618
<COMMON> 37,366
<CAPITAL-SURPLUS-PAID-IN> 381,426
<RETAINED-EARNINGS> 375,013
<TOTAL-COMMON-STOCKHOLDERS-EQ> 793,805
0
0
<LONG-TERM-DEBT-NET> 404,000
<SHORT-TERM-NOTES> 154,600
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 154,500
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 534,713
<TOT-CAPITALIZATION-AND-LIAB> 2,041,618
<GROSS-OPERATING-REVENUE> 1,102,745
<INCOME-TAX-EXPENSE> 48,130
<OTHER-OPERATING-EXPENSES> 928,879
<TOTAL-OPERATING-EXPENSES> 977,009
<OPERATING-INCOME-LOSS> 125,736
<OTHER-INCOME-NET> 3,460
<INCOME-BEFORE-INTEREST-EXPEN> 129,196
<TOTAL-INTEREST-EXPENSE> 48,700
<NET-INCOME> 79,907
0
<EARNINGS-AVAILABLE-FOR-COMM> 79,907
<COMMON-STOCK-DIVIDENDS> 58,236
<TOTAL-INTEREST-ON-BONDS> 38,188
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 2.14
<EPS-DILUTED> 2.14
</TABLE>
Exhibit F-1
February 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
U-1 Application-Declaration
Ladies and Gentlemen:
This opinion relates to the Application-Declaration (the
"Application-Declaration"), filed on or about the date hereof by
National Fuel Gas Company ("National") under the Public Utility
Holding Company Act of 1935, as amended, seeking authorization to
issue and sell, from time to time through December 31, 2000, up to an
additional 2,000,000 shares of its authorized but unissued common
stock, $1.00 par value per share (the "Additional Common Stock"),
pursuant to the terms of its Dividend Reinvestment and Stock Purchase
Plan, as amended (the "Plan").
In this connection, we have examined the Restated Certificate of
Incorporation and By-Laws of the Company, each as amended to date, the
pertinent Plan documents, the description of the Plan in the
registration statement heretofore filed by National in respect of the
Plan (No. 33-51881), and such other documents, certificates and
corporate records, and such questions of law, as we have deemed
necessary for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of New Jersey.
2. If (i) the proposed transaction is consummated in
accordance with the Application-Declaration and the order or orders of
the Securities and Exchange Commission thereon, (ii) the Additional
Common Stock is duly registered under the Securities Act of 1933, as
amended, and the registration statement of National with respect
thereto is duly filed and becomes, and remains, effective, (iii) the
Securities and Exchange Commission
February 28, 1995
Page 2
Board of Directors of National, or a duly appointed committee thereof,
shall have authorized the issuance and sale of the Additional Common
Stock pursuant to and in accordance with the terms of the Plan, (iv)
the Additional Common Stock, upon issuance, is duly credited to Plan
participants by the Plan Agent, and (v) with respect to certificated
shares of Additional Common Stock, the certificates representing those
shares have been duly executed, countersigned, registered and
delivered pursuant to the terms of, and subject to the conditions set
forth in, the Plan, and the consideration therefor shall have been
received by the Company:
(A) All laws of the State of New Jersey that we consider
applicable to the proposed transaction will have been complied with;
(B) The Additional Common Stock issued and sold by National
pursuant to the Plan will be validly issued, fully paid and
non-assessable and the holders of the Additional Common Stock so
issued and sold will be entitled to the rights and privileges
pertaining thereto, as set forth in the Restated Certificate of
Incorporation of National, as amended; and
(C) The legal rights of the holders of any securities
heretofore issued by National will not have been violated.
We consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/Charles Friedrich
STRYKER, TAMS & DILL
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.
( )
__________________________________
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, to the trustee of its Dividend Reinvestment Plan ("DRP"). As
of December 31, 1991, 714,828 shares of Common Stock had been issued
under the Plan. No shares of Common Stock have been issued under the
DRP 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, $1.00 par value, under the DRP (the "Additional Common
Stock") and seeks to issue and sell from time to time through
December 31, 2000, up to two million shares of Additional Common
Stock for that purpose.
Jonathan G. Katz
Secretary
Exhibit S-1
National Fuel Gas Company
Consolidated Balance Sheet
December 31, 1994
(Unaudited)
(Thousands of Dollars)
ASSETS
Property, Plant and Equipment $2,209,617
Less - Accumulated Depreciation, Depletion
and Amortization 638,006
1,571,611
Current Assets
Cash and Temporary Cash Investments 20,945
Receivables - Net 118,868
Unbilled Utility Revenue 52,151
Gas Stored Underground 20,878
Materials and Supplies - at average cost 24,251
Unrecovered Purchased Gas Costs 178
Prepayments 18,119
255,390
Other Assets
Recoverable Future Taxes 99,381
Unamortized Debt Expense 27,826
Other Regulatory Assets 43,446
Deferred Charges 14,140
Other 29,824
214,617
$2,041,618
See Notes to Consolidated Financial Statements
National Fuel Gas Company
Consolidated Balance Sheet
December 31, 1994
(Unaudited)
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock Equity
Common Stock, $1 Par Value
Authorized - 100,000,000 Shares; Issued and
Outstanding - 37,365,668 Shares $ 37,366
Paid in Capital 381,426
Earnings Reinvested in the Business 375,013
Total Common Stock Equity 793,805
Long-Term Debt, Net of Current Portion 404,000
Total Capitalization 1,197,805
Current and Accrued Liabilities
Notes Payable to Banks and
Commercial Paper 154,600
Current Portion of Long-Term Debt 154,500
Accounts Payable 53,465
Amounts Payable to Customers 34,324
Other Accruals and Current Liabilities 79,357
476,246
Deferred Credits
Accumulated Deferred Income Taxes 276,758
Taxes Refundable to Customers 31,688
Unamortized Investment Tax Credit 13,886
Other Deferred Credits 45,235
367,567
Commitments and Contingencies -
$2,041,618
See Notes to Consolidated Financial Statements
Exhibit S-2
National Fuel Gas Company
Consolidated Statement of Income and Earnings
Reinvested in the Business
Twelve Months Ended December 31, 1994
(Unaudited)
(Thousands of Dollars)
INCOME
Operating Revenues $1,102,745
Operating Expenses
Purchased Gas 456,935
Operation Expense 263,707
Maintenance 31,455
Property, Franchise and Other Taxes 101,574
Depreciation, Depletion and Amortization 75,208
Income Taxes - Net 48,130
977,009
Operating Income 125,736
Other Income 3,460
Income Before Interest Charges 129,196
Interest Charges
Interest on Long-Term Debt 38,188
Other Interest 10,512
48,700
Income Before Cumulative Effect 80,496
Cumulative Effect of Change
in Accounting (589)
Net Income Available for Common Stock 79,907
EARNINGS REINVESTED IN THE BUSINESS
Balance at January 1 353,342
Dividends on Common Stock 58,236
Balance at December 31 $375,013
Earnings Per Common Share
Income Before Cumulative Effect $2.16
Cumulative Effect of Change
in Accounting (.02)
Net Income Available for Common Stock $2.14
Weighted Average Common Shares Outstanding 37,190,689
See Notes to Consolidated Financial Statements
Exhibit S-2
National Fuel Gas Company
Notes to Consolidated Financial Statements
1. The Notes to Consolidated Financial Statements appearing on
pages 58 to 88 of National Fuel Gas Company's September 30, 1994
Form 10-K are incorporated herein by reference.
2. The Notes to Consolidated Financial Statements appearing on
pages 7 to 11 of National Fuel Gas Company's December 31, 1994
Form 10-Q are incorporated herein by reference.
3. Analysis of Investments in Associated Companies at December 31,
1994 (thousands of dollars):
Par Earnings Total
or Stated Reinvested Unremitted Investment
Value of in the Earnings in Associated
Subsidiary Paid in Business at Since Companies at
Stock Capital Acquisition Acquisition Equity
Registrant:
Distribution
Corporation $ 59,170 $121,668 $4,636 $208,599 $394,073
Supply Corp. 25,345 35,833 2,453 135,276 198,907
Seneca Resources 500 104,035 6 5,673 110,214
Leidy Hub 4 1,039 - (413) 630
Highland 5 445 - 4,250 4,700
UCI 1 5,959 - (2,755) 3,205
Data-Track 1 499 - 110 610
National Fuel
Resources 10 3,490 - 2,574 6,074
Consolidating
Adjustment - - - 5,120 5,120
85,036 272,968 7,095 358,434 723,533
Supply Corporation:
Seneca Resources - 61 - - 61
$ 85,036 $273,029 $7,095 $358,434 $723,594
