PAGE 1 OF 4
File No. 70-8729
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1
APPLICATION - DECLARATION
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 National Fuel Gas
10 Lafayette Square Distribution Corporation
Buffalo, New York 14203 10 Lafayette Square
Buffalo, New York 14203
National Fuel Gas
Supply Corporation Seneca Resources Corporation
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Utility Constructors, Inc. Highland Land & Minerals, Inc.
Box 84 10 Lafayette Square
Route 6 Buffalo, New York 14203
Kane, Pennsylvania 16735
Leidy Hub, Inc. Data-Track Account Services, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York l4203
National Fuel Resources, Inc. Horizon Energy Development, Inc.
478 Main Street 10 Lafayette Square
Buffalo, New York 14202 Buffalo, New York 14203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
P. C. Ackerman A. M. Cellino, Secretary
Senior Vice President 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.
National Fuel Gas Distribution Corporation
10 Lafayette Square, Suite 1500
Buffalo, New York 14203
PAGE 2 OF 4
Item 1. Description of Proposed Transactions is hereby amended by
the addition at the end thereof of the following paragraph:
"All hedging transactions will meet the criteria
established by the Financial Accounting Standards Board in its
"Statement of Financial Accounting Standards No. 80 - Accounting
for Futures Contracts" necessary to qualify for hedge accounting
treatment."
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are
hereby filed:
F-1(a) Opinion of Stryker, Tams & Dill, New Jersey
Counsel for National.
F-1(b) Opinion of Philip C. Ackerman, Counsel for
National.
F-2 Opinion of Ronald J. Tanski, New York Counsel
for National's subsidiaries.
F-3 Opinion of Gwendolyn M. Ralph, Pennsylvania
Counsel for National's subsidiaries.
S-13 Projected Statements of Cash Flow by subsidiary
for the calendar years 1996 and 1997.
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.
Dated: December 20, 1995
NATIONAL FUEL GAS COMPANY
By /s/Philip C. Ackerman
Philip C. Ackerman
Senior Vice President
PAGE 3 OF 4
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/Philip C. Ackerman
Philip C. Ackerman
President
NATIONAL FUEL GAS SUPPLY CORPORATION
By /s/Joseph P. Pawlowski
Joseph P. Pawlowski
Treasurer
SENECA RESOURCES CORPORATION
By /s/Philip C. Ackerman
Philip C. Ackerman
President
UTILITY CONSTRUCTORS, INC.
By /s/Philip C. Ackerman
Philip C. Ackerman
President
HIGHLAND LAND & MINERALS, INC.
By /s/Philip C. Ackerman
Philip C. Ackerman
President
DATA-TRACK ACCOUNT SERVICES, INC.
By /s/Philip C. Ackerman
Philip C. Ackerman
President
PAGE 4 OF 4
NATIONAL FUEL RESOURCES, INC.
By /s/Ronald J. Tanski
Ronald J. Tanski
Secretary
HORIZON ENERGY DEVELOPMENT, INC.
By /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Secretary
LEIDY HUB, INC.
By /s/Gerald T. Wehrlin
Gerald T. Wehrlin
Secretary
EXHIBIT F-1(a)
December 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Utility Constructors, Inc.
Highland Land & Minerals, Inc.
Leidy Hub, Inc.
Data-Track Account Services, Inc.
National Fuel Resources, Inc.
Horizon Energy Development, Inc.
Form U-1 Application-Declaration
Ladies and Gentlemen:
This opinion relates to the joint application-declaration
filed on or about October 27, 1995, as amended by Amendment No. 1
thereto filed December 20, 1995 (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"),
Seneca Resources Corporation ("Seneca"), Utility Constructors, Inc.
("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy Hub,
Inc. ("LHI"), Data-Track Account Services, Inc. ("Data-Track"),
National Fuel Resources, Inc. ("NFR"), and Horizon Energy
Development, Inc. ("Horizon") (collectively, the "Participating
Subsidiaries"), under the Public Utility Holding Company Act of
1935, as amended. The Application-Declaration seeks authorization
for:
Securities and Exchange Commission
December 20, 1995
Page 2
(i) the issuance and sale by National of commercial paper
and/or short-term unsecured notes up to a maximum aggregate
principal amount of $600,000,000, of which aggregate principal
amount no more than $300,000,000 may be in the form of commercial
paper (collectively, the "Notes");
(ii) the use by National of up to $75,000,000 of the proceeds
from the sale of its Notes ("Note Proceeds") for its own corporate
purposes;
(iii) the loan of (a) the Note Proceeds and/or (b)
surplus funds of National and any Participating Subsidiary to the
Participating Subsidiaries through a money pool arrangement up to
the following maximum principal amounts ("Participating Subsidiary
Borrowings"):
Distribution $315,000,000
Supply 175,000,000
Seneca 200,000,000
UCI 3,000,000
Highland 5,000,000
LHI 5,000,000
Data-Track 1,000,000
NFR 25,000,000
Horizon 75,000,000
which Participating Subsidiary Borrowings and contributions of
Participating Subsidiary surplus ("Participating Subsidiary
Contributions") will be adequately documented and evidenced on the
books of each Participating Subsidiary borrowing surplus funds
through the money pool arrangement; and
Securities and Exchange Commission
December 20, 1995
Page 3
(iv) the allocation by National among the Participating
Subsidiaries in proportion to their participation in the money
pool arrangement described in clause (iii), of the costs,
expenses, payments and receipts associated with interest rate and
currency exchange agreements entered into by National in order to
achieve interest rate protection for a specified portion (not to
exceed $300,000) of its outstanding short-term indebtedness
(collectively, "Swap Agreements").
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 approved by the
Board of Directors of National and consummated in accordance with
the Application-Declaration and the order or orders of the
Securities and Exchange Commission thereon, (ii) the Boards of
Directors of the Participating Subsidiaries approve the
Participating Subsidiary Borrowings and Contributions by their
respective corporations and all authorizations and approvals from
appropriate governmental and regulatory authorities, if required
in connection therewith, are obtained, (iii) the Notes are duly
executed and delivered by National, the Participating Subsidiary
Borrowings are appropriately documented and evidenced on the books
of the respective obligors, and the contemplated consideration
therefor is received, and (iv) the Swap Agreements are duly
executed and delivered by National and are duly authorized,
executed and delivered by, and are 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 Notes and
the Swap Agreements will be valid and binding obligations of
National, and National will legally acquire the obligations
representing Participating Subsidiary Borrowings; and
(c) the legal rights of the holders of any securities issued
by National will have not been violated.
In rendering the opinions expressed in subparagraphs 2(b) and
2(c), we have assumed that the Notes and the Participating
Subsidiary Borrowings will not have maturities in excess of, or
Securities and Exchange Commission
December 20, 1995
Page 4
be renewable or extendable at the option of the respective
obligors thereon to a date later than, twelve (12) months from
their respective dates of issuance or incurrence.
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
pad\kgs\u-1\exf-1.doc
PHILIP C. ACKERMAN
10 Lafayette Square
Buffalo, New York 14203
Exhibit F-1(b)
December 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Utility Constructors, Inc.
Highland Land & Minerals, Inc.
Leidy Hub, Inc.
Data-Track Account Services, Inc.
Horizon Energy Development, Inc.
National Fuel Resources, Inc.
Short Term Financing - 1996 through 2000
SEC File No. 70-8729
Ladies and Gentlemen:
This opinion relates to the joint application-declaration
filed on or about October 27, 1995 as amended by Amendment No. 1
thereto filed December 20, 1995 (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"),
Seneca Resources Corporation ("Seneca"), Utility Constructors, Inc.
("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy Hub, Inc.
("Leidy"), Data-Track Account Services, Inc. ("Data-Track"), Horizon
Energy Development, Inc. ("Horizon") and National Fuel Resources,
Inc. ("NFR") (collectively, the "Participating Subsidiaries"), under
Securities and Exchange Commission
December 20, 1995
Page 2
the Public Utility Holding Company Act of 1935, as amended. The
Application-Declaration seeks authorization for:
(i) the issuance and sale by National of commercial
paper and/or short-term unsecured notes up to a maximum principal
amount of $600,000,000 ("Notes");
(ii) the use of up to $75,000,000 of the proceeds of
the sale of such commercial paper and/or Notes for its own
corporate purposes;
(iii) the loaning of the proceeds from National's
issuance and sale of Notes and/or commercial paper and/or any of
National's excess funds to its participating subsidiaries through
a money pool, in the following maximum principal amounts:
Distribution $315,000,000
Supply 175,000,000
Seneca 200,000,000
UCI 3,000,000
Highland 5,000,000
Leidy 5,000,000
Data-Track 1,000,000
NFR 25,000,000
Horizon 75,000,000
in exchange for a corresponding amount of short-term notes from
each Participating Subsidiary; and
(iv) the allocation by National among the
Participating Subsidiaries in proportion to their participation in
the money pool arrangement described in clause (iii), of the
costs, expenses, payments and receipts associated with interest
rate and currency exchange agreements entered into by National in
order to achieve interest rate protection for a specified portion
(not to exceed $300,000) of its outstanding short-term
indebtedness (collectively, "Swap Agreements").
Securities and Exchange Commission
December 20, 1995
Page 3
I am of the opinion that:
1. National is a corporation validly organized
and duly existing under the laws of the State of
New Jersey.
2. If the aforementioned transactions are
approved by the Board of Directors of National and
are consummated in accordance with the
Application-Declaration, and the order of the
Securities and Exchange Commission thereon:
(a) all state laws applicable to the
proposed transactions will have been complied
with;
(b) the Notes and commercial paper will be
valid and binding obligations of National
enforceable in accordance with their terms,
subject to the effect of any applicable
bankruptcy or insolvency laws;
(c) if the respective Boards of Directors
of Distribution, Supply, Seneca, UCI,
Highland, Leidy, Data-Track, Horizon and NFR
approve the issuance and sale of the
short-term notes to be issued by said
corporations, National will legally acquire
said short-term notes; and
(d) the legal right of the holders of any
securities issued by National or any
associate company thereof will not have been
violated.
I am a member of the New York Bar and do not hold myself
out as an expert on the laws of any other state. Accordingly, in
giving this opinion, I have relied, as to all matters governed by
the laws of New Jersey, upon the opinion of Stryker, Tams and Dill,
New Jersey counsel for National, and as to all matters governed by
the laws of Pennsylvania, upon the opinion of Gwendolyn M. Ralph,
Esq., Pennsylvania counsel for National's subsidiaries, both filed
as exhibits to the Application-Declaration.
Securities and Exchange Commission
December 20, 1995
Page 4
I consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/Philip C. Ackerman
Philip C. Ackerman
\pad\kgs\u-1\exhf-1b.doc
RONALD J. TANSKI
10 Lafayette Square
Buffalo, New York 14203
EXHIBIT F-2
December 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Utility Constructors, Inc.
Highland Land & Minerals, Inc.
Leidy Hub, Inc.
Data-Track Account Services, Inc.
National Fuel Resources, Inc.
Horizon Energy Development, Inc.
Short Term Financing - 1996 through 2,000
SEC File No. 70-8729
Ladies and Gentlemen:
This opinion relates to the joint application-declaration
filed on or about October 27, 1995, as amended by Amendment No. 1
thereto filed December 20, 1995, (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"),
Seneca Resources Corporation ("Seneca"), Utility Constructors,
Inc. ("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy
Hub, Inc. ("LHI"), Data-Track Account Services, Inc.
("Data-Track"), National Fuel Resources, Inc. ("NFR"), and Horizon
Energy Development, Inc. ("Horizon")
Securities and Exchange Commission
December 20, 1995
Page 2
(collectively, the "Participating Subsidiaries"), under the Public
Utility Holding Company Act of 1935, as amended. To extent that
the Application-Declaration seeks authorization for:
(i) the issuance and sale to National, Supply, Seneca,
Horizon, UCI, Highland, LHI, Data-Track and NFR by Distribution of
up to $315,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes;
(ii) the loaning of excess funds of Distribution to Supply,
Seneca, Horizon, UCI, Highland, LHI, Data-Track and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration;
(iii) the issuance and sale to National, Distribution,
Supply, Seneca, Horizon, Highland, LHI, UCI and NFR by Data-Track
of up to $1,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes;
(iv) the loaning of excess funds of Data-Track to
Distribution, Supply, Seneca, Horizon, Highland, LHI, UCI and NFR
in exchange for short-term notes from those respective
corporations thorough the money pool arrangement as set forth in
the Application-Declaration;
(v) the issuance and sale to National, Distribution Supply,
Seneca, Horizon, Highland, LHI, UCI and Data-Track by NFR of up to
$25,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes;
(vi) the loaning of excess funds of NFR to Distribution,
Supply, Seneca, Horizon, Highland, LHI, UCI and Data-Track in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration;
(vii) the issuance and sale to National, Distribution,
Supply, Seneca, NFR, Highland, LHI, UCI and Data-Track by Horizon
of up to $75,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes; and
(viii) the loaning of excess funds of Horizon to
Distribution, Supply, Seneca, Highland, LHI, UCI, Data-Track and
NFR in exchange for short-term notes from those respective
corporations through the money pool arrangement as set forth in
the Application-Declaration.
Securities and Exchange Commissin
December 20, 1995
Page 3
(ix) the issuance and sale to National, Distribution,
Supply, Seneca, NFR, Highland, UCI, Horizon and Data-Track by LHI
of up to $5,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes; and
(x) the loaning of excess funds of LHI to Distribution,
Supply, Seneca, Highland, UCI, Data-Track, Horizon and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration.
I am of the opinion that:
(1) Each of Distribution, Data-Track, Horizon, LHI and NFR
is a corporation validly organized and duly existing under the
laws of the State of New York.
(2) If the aforementioned transactions are consummated in
accordance with the Application-Declaration, and the order of the
Securities and Exchange Commission thereon, and the Boards of
Directors of Distribution, Supply, Seneca, Horizon, UCI, Highland,
LHI, Data-Track and NFR approve the issuance and sale of the
respective notes:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) the respective notes of Distribution, Data-Track,
NFR, LHI and Horizon will be valid and binding
obligations and will be enforceable in accordance
with their terms, subject to the effect of any
applicable bankruptcy or insolvency laws; and
(c) the legal rights of the holders of any securities
issued by Distribution, NFR, Horizon, LHI and
Data-Track will not have been violated.
I am a member of the New York Bar and do not hold myself out
as an expert on the laws of any other state. Accordingly, in
giving this opinion, I have relied, as to all matters governed by
the laws of Pennsylvania, upon the opinion of Gwendolyn M. Ralph,
Esq., filed as an exhibit to the Application-Declaration.
I consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/Ronald J. Tanski
Ronald J. Tanski
pad\kgs\u-1\exf-2.doc
GWENDOLYN M. RALPH
1100 State Street
Erie, Pennsylvania 16512
EXHIBIT F-3
December 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gas Distribution Corporation
National Fuel Gas Supply Corporation
Seneca Resources Corporation
Utility Constructors, Inc.
Highland Land & Minerals, Inc.
Leidy Hub, Inc.
Data-Track Account Services, Inc.
National Fuel Resources, Inc.
Horizon Energy Development, Inc.
Short Term Financing - 1996 through 2000
SEC File No. 70-8729
Ladies and Gentlemen:
This opinion relates to the joint application-declaration
filed on or about October 27, 1995, as amended by Amendment No. 1
thereto filed December 20, 1995 (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"),
Seneca Resources Corporation ("Seneca"), Utility Constructors,
Inc. ("UCI"), Highland Land & Minerals, Inc. ("Highland"), Leidy
Hub, Inc. ("LHI"), Data-Track Account Services, Inc.
("Data-Track"), National Fuel Resources, Inc. ("NFR"), and Horizon
Energy Development, Inc. ("Horizon") (collectively, the
Securities and Exchange Commission
December 20, 1995
Page 2
"Participating Subsidiaries"), under the Public Utility Holding
Company Act of 1935, as amended. To the extent that the
Application-Declaration seeks authorization for:
(i) the issuance and sale to National, Distribution, Seneca,
Horizon, UCI, Highland, LHI, Data-Track and NFR by Supply of up to
$175,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes;
(ii) the loaning of excess funds of Supply to Distribution,
Seneca, Horizon, UCI, Highland, LHI, Data-Track and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration;
(iii) the issuance and sale to National, Distribution,
Supply, Horizon, UCI, Highland, LHI, Data-Track and NFR by Seneca
of up to $200,000,000.00 aggregate principal amount at any one
time outstanding of short-term notes;
(iv) the loaning of excess funds of Seneca to Distribution,
Supply, Horizon, UCI, Highland, LHI, Data-Track and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration;
(v) the issuance and sale to National, Distribution, Supply,
Horizon, UCI, Seneca, LHI, Data-Track and NFR by Highland of up to
$5,000,000.00 aggregate principal amount at any one time
outstanding of short-term unsecured notes; and
(vi) the loaning of excess funds of Highland to Seneca,
Distribution, Supply, Horizon, UCI, LHI, Data-Track and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration.
(vii) the issuance and sale to National, Distribution,
Supply, Seneca, Horizon, Highland, LHI, Data-Track and NFR by UCI
of up to $3,000,000.00 aggregate principal amount at any one time
outstanding of short-term notes;
(viii) the loaning of excess funds of UCI to Distribution,
Supply, Seneca, Horizon, Highland, LHI, Data-Track and NFR in
exchange for short-term notes from those respective corporations
through the money pool arrangement as set forth in the
Application-Declaration;
Securities and Exchange Commission
December 20, 1995
Page 3
I am of the opinion that:
(1) Each of Supply, Seneca, Highland, and UCI is a
corporation validly organized and duly existing under the laws of
the Commonwealth of Pennsylvania.
(2) If the aforementioned transactions are consummated in
accordance with the Application-Declaration, and the order of the
Securities and Exchange Commission thereon, and the Boards of
Directors of Distribution, Supply, Seneca, Horizon, UCI, Highland,
Data-Track, LHI and NFR approve the issuance and sale of the
respective notes:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) the respective notes of Supply, Seneca, UCI and
Highland will be valid and binding obligations and
will be enforceable in accordance with their terms,
subject to the effect of any applicable bankruptcy
or insolvency laws; and
(c) the legal rights of the holders of any securities
issued by Supply, Seneca, UCI and Highland or any
associate company thereof will not have been
violated.
I am a member of the Pennsylvania Bar and do not hold myself
out as an expert on the laws of any other state. Accordingly, in
giving this opinion, I have relied, as to all matters governed by
the laws of New York, upon the opinion of Ronald J. Tanski, Esq.
filed as an exhibit to the Application-Declaration.
I consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/Gwendolyn M. Ralph
Gwendolyn M. Ralph
pad\kgs\u-1\exf-3.doc
<TABLE>
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 1 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $16,756 $13,876 $10,565 $3,424 ($351) ($626)
CHANGES IN WORKING CAPITAL 19,915 29,707 22,475 27,293 15,236 (9,130)
NET CASH PROVIDED BY OPERATIONS 36,671 43,583 33,040 30,717 14,885 (9,756)
CONSTRUCTION AND CAPITAL EXPENDITURES (3,576) (3,577) (3,575) (3,577) (5,960) (5,961)
CASH FLOWS FROM FINANCING:
DIVIDENDS (8,392) 0 0 (9,986) 0 0
LONG TERM DEBT 0 0 (9) 0 0 (9)
SHORT TERM DEBT (24,703) (40,006) (29,456) (17,154) (8,925) 15,726
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (33,095) (40,006) (29,465) (27,140) (8,925) 15,717
SHORT TERM DEBT BALANCE $184,132 $144,126 $114,670 $97,516 $88,591 $104,317
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($638) ($146) $2,718 $5,838 $10,004 $13,891 $75,311
CHANGES IN WORKING CAPITAL (13,745) (28,472) (30,834) (27,327) (22,096) (11,941) (28,919)
NET CASH PROVIDED BY OPERATIONS (14,383) (28,618) (28,116) (21,489) (12,092) 1,950 46,392
CONSTRUCTION AND CAPITAL EXPENDITURES (7,154) (7,153) (5,961) (4,689) (4,690) (3,516) (59,389)
CASH FLOWS FROM FINANCING:
DIVIDENDS (9,986) 0 0 (9,986) 0 0 (38,350)
LONG TERM DEBT 0 0 (9) 0 0 (9) (36)
SHORT TERM DEBT 31,523 35,771 34,086 36,164 16,782 1,575 51,383
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 21,537 35,771 34,077 26,178 16,782 1,566 12,997
SHORT TERM DEBT BALANCE $135,840 $171,611 $205,697 $241,861 $258,643 $260,218
<PAGE>
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 2 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $16,011 $14,822 $11,995 $5,931 $1,163 ($49)
CHANGES IN WORKING CAPITAL 14,522 36,768 29,830 31,472 19,733 (9,366)
NET CASH PROVIDED BY OPERATIONS 30,533 51,590 41,825 37,403 20,896 (9,415)
CONSTRUCTION AND CAPITAL EXPENDITURES (3,516) (3,519) (3,515) (3,518) (5,861) (5,860)
CASH FLOWS FROM FINANCING:
DIVIDENDS (9,986) 0 0 (9,986) 0 0
LONG TERM DEBT 0 0 (10) 0 0 (10)
SHORT TERM DEBT (17,031) (48,071) (38,300) (23,899) (15,035) 15,285
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (27,017) (48,071) (38,310) (33,885) (15,035) 15,275
SHORT TERM DEBT BALANCE $243,187 $195,116 $156,816 $132,917 $117,882 $133,167
<CAPTION>
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($1,361) ($302) $2,707 $5,759 $10,292 $14,500 $81,468
CHANGES IN WORKING CAPITAL (12,441) (28,545) (33,235) (21,063) (23,154) (12,531) (8,010)
NET CASH PROVIDED BY OPERATIONS (13,802) (28,847) (30,528) (15,304) (12,862) 1,969 73,458
CONSTRUCTION AND CAPITAL EXPENDITURES (7,034) (7,032) (5,862) (4,609) (4,610) (3,456) (58,392)
CASH FLOWS FROM FINANCING:
DIVIDENDS (9,986) 0 0 (9,986) 0 0 (39,944)
LONG TERM DEBT 0 0 (10) 0 (7,000) (10) (7,040)
SHORT TERM DEBT 30,822 35,879 36,400 29,899 24,472 1,497 31,918
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 20,836 35,879 36,390 19,913 17,472 1,487 (15,066)
SHORT TERM DEBT BALANCE $163,989 $199,868 $236,268 $266,167 $290,639 $292,136
<PAGE>
<CAPTION>
HORIZON ENERGY DEVELOPMENT, INC FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 3 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($198) ($198) ($979) ($371) ($374) ($1,064)
CHANGES IN WORKING CAPITAL 0 0 0 0 0 0
NET CASH PROVIDED BY OPERATIONS (198) (198) (979) (371) (374) (1,064)
CONSTRUCTION AND CAPITAL EXPENDITURES 0 0 (15,000) 0 (2,833) (2,479)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 198 198 15,979 371 3,207 3,543
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 198 198 15,979 371 3,207 3,543
SHORT TERM DEBT BALANCE $198 $396 $16,375 $16,746 $19,953 $23,496
<CAPTION>
HORIZON ENERGY DEVELOPMENT, INC
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($418) ($424) ($1,163) ($656) ($660) $2,158 ($4,347)
CHANGES IN WORKING CAPITAL 0 0 0 0 0 0 0
NET CASH PROVIDED BY OPERATIONS (418) (424) (1,163) (656) (660) 2,158 (4,347)
CONSTRUCTION AND CAPITAL EXPENDITURES (531) 0 (13,492) 0 0 (14,622) (48,957)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 949 424 14,655 656 660 12,464 53,304
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 949 424 14,655 656 660 12,464 53,304
SHORT TERM DEBT BALANCE $24,445 $24,869 $39,524 $40,180 $40,840 $53,304
<PAGE>
<CAPTION>
HORIZON ENERGY DEVELOPMENT, INC FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 4 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($188) ($738) $261 ($741) ($746) ($1,001)
CHANGES IN WORKING CAPITAL 0 0 0 0 0 0
NET CASH PROVIDED BY OPERATIONS (188) (738) 261 (741) (746) (1,001)
CONSTRUCTION AND CAPITAL EXPENDITURES 0 0 0 0 0 0
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 188 738 (261) 741 746 1,001
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 188 738 (261) 741 746 1,001
SHORT TERM DEBT BALANCE $53,492 $54,230 $53,969 $54,710 $55,456 $56,457
<CAPTION>
HORIZON ENERGY DEVELOPMENT, INC
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($758) ($1,032) ($1,439) ($1,048) ($1,158) ($1,815) ($10,403)
CHANGES IN WORKING CAPITAL 0 0 0 0 0 0 0
NET CASH PROVIDED BY OPERATIONS (758) (1,032) (1,439) (1,048) (1,158) (1,815) (10,403)
CONSTRUCTION AND CAPITAL EXPENDITURES (789) 0 0 (10,547) 0 0 (11,336)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 1,547 1,032 1,439 11,595 1,158 1,815 21,739
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 1,547 1,032 1,439 11,595 1,158 1,815 21,739
SHORT TERM DEBT BALANCE $58,004 $59,036 $60,475 $72,070 $73,228 $75,043
<PAGE>
<CAPTION>
LEIDY HUB, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 5 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($1) ($1) ($1) ($1) ($1) ($1)
CHANGES IN WORKING CAPITAL 0 0 1 0 0 1
NET CASH PROVIDED BY OPERATIONS (1) (1) 0 (1) (1) 0
CONSTRUCTION AND CAPITAL EXPENDITURES (200) (200) (200) (200) (200) (200)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 201 201 200 201 201 200
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 201 201 200 201 201 200
SHORT TERM DEBT BALANCE $434 $635 $835 $1,036 $1,237 $1,437
<CAPTION>
LEIDY HUB, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($1) ($1) ($1) ($1) ($1) ($1) ($12)
CHANGES IN WORKING CAPITAL 0 0 2 0 0 1 5
NET CASH PROVIDED BY OPERATIONS (1) (1) 1 (1) (1) 0 (7)
CONSTRUCTION AND CAPITAL EXPENDITURES (200) (200) (200) (200) (200) (200) (2,400)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 201 201 199 201 201 200 2,407
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 201 201 199 201 201 200 2,407
SHORT TERM DEBT BALANCE $1,638 $1,839 $2,038 $2,239 $2,440 $2,640
<PAGE>
<CAPTION>
LEIDY HUB, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 6 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($1) ($1) ($1) ($1) ($1) ($1)
CHANGES IN WORKING CAPITAL 0 0 1 0 0 1
NET CASH PROVIDED BY OPERATIONS (1) (1) 0 (1) (1) 0
CONSTRUCTION AND CAPITAL EXPENDITURES (200) (200) (200) (200) (200) (200)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 201 201 200 201 201 200
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 201 201 200 201 201 200
SHORT TERM DEBT BALANCE $2,841 $3,042 $3,242 $3,443 $3,644 $3,844
<CAPTION>
LEIDY HUB, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES ($1) ($1) ($1) ($1) ($1) ($1) ($12)
CHANGES IN WORKING CAPITAL 0 0 2 0 0 1 5
NET CASH PROVIDED BY OPERATIONS (1) (1) 1 (1) (1) 0 (7)
CONSTRUCTION AND CAPITAL EXPENDITURES (200) (200) (200) (200) (200) (200) (2,400)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 201 201 199 201 201 200 2,407
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 201 201 199 201 201 200 2,407
SHORT TERM DEBT BALANCE $4,045 $4,246 $4,445 $4,646 $4,847 $5,047
<PAGE>
<CAPTION>
SENECA RESOURCES CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 7 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $5,273 $4,733 $4,817 $7,041 $7,120 $7,298
CHANGES IN WORKING CAPITAL 2,776 (1,255) 2,568 (2,016) (1,586) 2,055
NET CASH PROVIDED BY OPERATIONS 8,049 3,478 7,385 5,025 5,534 9,353
CONSTRUCTION AND CAPITAL EXPENDITURES (3,614) (3,614) (3,614) (59,035) (9,035) (9,939)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (4,435) 136 (3,771) 54,010 3,501 586
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (4,435) 136 (3,771) 54,010 3,501 586
SHORT TERM DEBT BALANCE $83,972 $84,108 $80,337 $134,347 $137,848 $138,434
<CAPTION>
SENECA RESOURCES CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $7,086 $7,359 $7,248 $6,171 $8,182 $6,855 $79,183
CHANGES IN WORKING CAPITAL (663) (3,847) 2,036 184 (4,920) 2,038 (2,630)
NET CASH PROVIDED BY OPERATIONS 6,423 3,512 9,284 6,355 3,262 8,893 76,553
CONSTRUCTION AND CAPITAL EXPENDITURES (9,938) (9,938) (9,939) (9,133) (9,133) (3,653) (140,585)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 (30,000) 0 0 0 (30,000)
SHORT TERM DEBT 3,515 6,426 30,655 2,778 5,871 (5,240) 94,032
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 3,515 6,426 655 2,778 5,871 (5,240) 64,032
SHORT TERM DEBT BALANCE $141,949 $148,375 $179,030 $181,808 $187,679 $182,439
<PAGE>
<CAPTION>
SENECA RESOURCES CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 8 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $7,070 $5,967 $6,231 $8,842 $8,983 $9,115
CHANGES IN WORKING CAPITAL 1,909 615 1,442 (2,023) (2,050) 1,523
NET CASH PROVIDED BY OPERATIONS 8,979 6,582 7,673 6,819 6,933 10,638
CONSTRUCTION AND CAPITAL EXPENDITURES (3,653) (3,654) (3,653) (9,133) (9,133) (10,047)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (5,326) (2,928) (4,020) 2,314 2,200 (591)
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (5,326) (2,928) (4,020) 2,314 2,200 (591)
SHORT TERM DEBT BALANCE $177,113 $174,185 $170,165 $172,479 $174,679 $174,088
<CAPTION>
SENECA RESOURCES CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $8,845 $9,243 $9,150 $6,945 $9,481 $8,130 $98,002
CHANGES IN WORKING CAPITAL (21) (2,757) 1,593 2,202 (6,235) 1,895 (1,907)
NET CASH PROVIDED BY OPERATIONS 8,824 6,486 10,743 9,147 3,246 10,025 96,095
CONSTRUCTION AND CAPITAL EXPENDITURES (10,045) (10,046) (10,047) (9,505) (9,507) (3,802) (92,225)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 (18,000) 0 (18,000)
SHORT TERM DEBT 1,221 3,560 (696) 358 24,261 (6,223) 14,130
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 1,221 3,560 (696) 358 6,261 (6,223) (3,870)
SHORT TERM DEBT BALANCE $175,309 $178,869 $178,173 $178,531 $202,792 $196,569
<PAGE>
<CAPTION>
UTILITY CONSTRUCTORS, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 9 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $22 $22 $22 $22 $22 $22
CHANGES IN WORKING CAPITAL (22) 12 (22) 12 12 (22)
NET CASH PROVIDED BY OPERATIONS 0 34 0 34 34 0
CONSTRUCTION AND CAPITAL EXPENDITURES 0 0 0 (250) (250) (250)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 0 (34) 0 216 216 250
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 0 (34) 0 216 216 250
SHORT TERM DEBT BALANCE ($2) ($36) ($36) $180 $396 $646
<CAPTION>
UTILITY CONSTRUCTORS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $22 $21 $21 $21 $21 $21 $259
CHANGES IN WORKING CAPITAL 12 12 (22) 12 12 4 0
NET CASH PROVIDED BY OPERATIONS 34 33 (1) 33 33 25 259
CONSTRUCTION AND CAPITAL EXPENDITURES (250) (250) (250) 0 0 0 (1,500)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 216 217 251 (33) (33) (25) 1,241
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 216 217 251 (33) (33) (25) 1,241
SHORT TERM DEBT BALANCE $862 $1,079 $1,330 $1,297 $1,264 $1,239
<PAGE>
<CAPTION>
UTILITY CONSTRUCTORS, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 10 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $21 $21 $21 $21 $21 $21
CHANGES IN WORKING CAPITAL (21) 12 (21) 12 12 (21)
NET CASH PROVIDED BY OPERATIONS 0 33 0 33 33 0
CONSTRUCTION AND CAPITAL EXPENDITURES 0 0 0 (250) (250) (250)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 0 (33) 0 217 217 250
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 0 (33) 0 217 217 250
SHORT TERM DEBT BALANCE $1,239 $1,206 $1,206 $1,423 $1,640 $1,890
<CAPTION>
UTILITY CONSTRUCTORS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $21 $21 $21 $21 $21 $21 $252
CHANGES IN WORKING CAPITAL 12 11 (22) 11 11 5 1
NET CASH PROVIDED BY OPERATIONS 33 32 (1) 32 32 26 253
CONSTRUCTION AND CAPITAL EXPENDITURES (250) (250) (250) 0 0 0 (1,500)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 217 218 251 (32) (32) (26) 1,247
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 217 218 251 (32) (32) (26) 1,247
SHORT TERM DEBT BALANCE $2,107 $2,325 $2,576 $2,544 $2,512 $2,486
<PAGE>
<CAPTION>
HIGHLAND LAND AND MINERALS, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 11 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $79 $95 $102 $57 $86 $90
CHANGES IN WORKING CAPITAL (248) (30) (88) 270 (98) (95)
NET CASH PROVIDED BY OPERATIONS (169) 65 14 327 (12) (5)
CONSTRUCTION AND CAPITAL EXPENDITURES (425) (425) (425) (425) (425) (425)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 594 360 411 98 437 430
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 594 360 411 98 437 430
SHORT TERM DEBT BALANCE ($2,556) ($2,196) ($1,785) ($1,687) ($1,250) ($820)
<CAPTION>
HIGHLAND LAND AND MINERALS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $28 $84 $85 $78 $69 $46 $899
CHANGES IN WORKING CAPITAL 351 (248) (97) 62 92 119 (10)
NET CASH PROVIDED BY OPERATIONS 379 (164) (12) 140 161 165 889
CONSTRUCTION AND CAPITAL EXPENDITURES (425) (425) (425) (421) (421) (420) (5,087)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 46 589 437 281 260 255 4,198
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 46 589 437 281 260 255 4,198
SHORT TERM DEBT BALANCE ($774) ($185) $252 $533 $793 $1,048
<PAGE>
<CAPTION>
HIGHLAND LAND AND MINERALS, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 12 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $81 $99 $105 $60 $88 $94
CHANGES IN WORKING CAPITAL (265) (29) (99) 285 (99) (108)
NET CASH PROVIDED BY OPERATIONS (184) 70 6 345 (11) (14)
CONSTRUCTION AND CAPITAL EXPENDITURES (421) (421) (421) (421) (421) (420)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 605 351 415 76 432 434
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 605 351 415 76 432 434
SHORT TERM DEBT BALANCE $1,653 $2,004 $2,419 $2,495 $2,927 $3,361
<CAPTION>
HIGHLAND LAND AND MINERALS, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $28 $87 $88 $82 $72 $49 $933
CHANGES IN WORKING CAPITAL 370 (256) (109) 66 98 127 (19)
NET CASH PROVIDED BY OPERATIONS 398 (169) (21) 148 170 176 914
CONSTRUCTION AND CAPITAL EXPENDITURES (421) (421) (421) (421) (421) (420) (5,050)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 23 590 442 273 251 244 4,136
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 23 590 442 273 251 244 4,136
SHORT TERM DEBT BALANCE $3,384 $3,974 $4,416 $4,689 $4,940 $5,184
<PAGE>
<CAPTION>
NATIONAL FUEL GAS SUPPLY CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 13 OF 16
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $4,236 $4,212 $3,896 $4,074 $4,032 $3,479
CHANGES IN WORKING CAPITAL ($1,845) ($928) ($1,313) $3,700 ($444) ($1,606)
NET CASH PROVIDED BY OPERATIONS $2,391 $3,284 $2,583 $7,774 $3,588 $1,873
CONSTRUCTION AND CAPITAL EXPENDITURES ($1,028) ($1,028) ($1,028) ($1,028) ($1,715) ($1,715)
CASH FLOWS FROM FINANCING:
DIVIDENDS ($5,528) $0 $0 ($6,579) $0 $0
LONG TERM DEBT $0 $0 $0 $0 $0 $0
SHORT TERM DEBT $4,165 ($2,256) ($1,555) ($167) ($1,873) ($158)
COMMON STOCK $0 $0 $0 $0 $0 $0
NET CASH PROVIDED (USED) BY FINANCING ($1,363) ($2,256) ($1,555) ($6,746) ($1,873) ($158)
SHORT TERM DEBT BALANCE $37,382 $35,126 $33,571 $33,404 $31,531 $31,373
<CAPTION>
NATIONAL FUEL GAS SUPPLY CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $3,971 $3,905 $3,867 $4,161 $4,119 $3,776 $47,728
CHANGES IN WORKING CAPITAL $2,034 ($852) ($1,756) $3,889 ($756) $1,651 $1,774
NET CASH PROVIDED BY OPERATIONS $6,005 $3,053 $2,111 $8,050 $3,363 $5,427 $49,502
CONSTRUCTION AND CAPITAL EXPENDITURES ($2,058) ($2,058) ($5,215) ($8,757) ($8,758) ($8,406) ($42,794)
CASH FLOWS FROM FINANCING:
DIVIDENDS ($6,579) $0 $0 ($6,579) $0 $0 ($25,265)
LONG TERM DEBT $0 $0 $0 $0 $0 $0 $0
SHORT TERM DEBT $2,632 ($995) $3,104 $7,286 $5,395 $2,979 $18,557
COMMON STOCK $0 $0 $0 $0 $0 $0 $0
NET CASH PROVIDED (USED) BY FINANCING ($3,947) ($995) $3,104 $707 $5,395 $2,979 ($6,708)
SHORT TERM DEBT BALANCE $34,005 $33,010 $36,114 $43,400 $48,795 $51,774
<PAGE>
<CAPTION>
NATIONAL FUEL GAS SUPPLY CORPORATION FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 14 OF 16
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $4,057 $4,020 $3,684 $3,942 $3,891 $3,370
CHANGES IN WORKING CAPITAL ($2,644) ($1,010) ($1,219) $3,744 ($696) ($1,472)
NET CASH PROVIDED BY OPERATIONS $1,413 $3,010 $2,465 $7,686 $3,195 $1,898
CONSTRUCTION AND CAPITAL EXPENDITURES ($8,401) ($8,398) ($8,405) ($8,400) ($9,117) ($9,117)
CASH FLOWS FROM FINANCING:
DIVIDENDS ($6,579) $0 $0 ($6,579) $0 $0
LONG TERM DEBT $0 $0 $0 $0 $0 $0
SHORT TERM DEBT $13,567 $5,388 $5,940 $7,293 $5,922 $7,219
COMMON STOCK $0 $0 $0 $0 $0 $0
NET CASH PROVIDED (USED) BY FINANCING $6,988 $5,388 $5,940 $714 $5,922 $7,219
SHORT TERM DEBT BALANCE $65,341 $70,729 $76,669 $83,962 $89,884 $97,103
<CAPTION>
NATIONAL FUEL GAS SUPPLY CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $3,857 $3,782 $3,718 $4,062 $4,017 $3,657 $46,057
CHANGES IN WORKING CAPITAL $1,988 ($717) ($1,799) $2,988 ($95) $1,746 $814
NET CASH PROVIDED BY OPERATIONS $5,845 $3,065 $1,919 $7,050 $3,922 $5,403 $46,871
CONSTRUCTION AND CAPITAL EXPENDITURES ($9,463) ($9,470) ($9,115) ($11,850) ($11,845) ($11,482) *********
CASH FLOWS FROM FINANCING:
DIVIDENDS ($6,579) $0 $0 ($6,579) $0 $0 ($26,316)
LONG TERM DEBT $0 $0 $0 $0 ($25,000) $0 ($25,000)
SHORT TERM DEBT $10,197 $6,405 $7,196 $11,379 $32,923 $6,079 $119,508
COMMON STOCK $0 $0 $0 $0 $0 $0 $0
NET CASH PROVIDED (USED) BY FINANCING $3,618 $6,405 $7,196 $4,800 $7,923 $6,079 $68,192
SHORT TERM DEBT BALANCE $107,300 $113,705 $120,901 $132,280 $165,203 $171,282
<PAGE>
<CAPTION>
NATIONAL FUEL RESOURCES, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 15 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $406 $343 $291 $276 $302 $200
CHANGES IN WORKING CAPITAL (62) 210 (134) 174 188 (212)
NET CASH PROVIDED BY OPERATIONS 344 553 157 450 490 (12)
CONSTRUCTION AND CAPITAL EXPENDITURES (55) (55) (55) (55) (55) (15,030)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (289) (498) (102) (395) (435) 15,042
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (289) (498) (102) (395) (435) 15,042
SHORT TERM DEBT BALANCE ($5,903) ($6,401) ($6,503) ($6,898) ($7,333) $7,709
<CAPTION>
NATIONAL FUEL RESOURCES, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $200 $197 $223 $76 $126 $160 $2,800
CHANGES IN WORKING CAPITAL 119 113 (225) 48 75 3 297
NET CASH PROVIDED BY OPERATIONS 319 310 (2) 124 201 163 3,097
CONSTRUCTION AND CAPITAL EXPENDITURES (25) (15) (15) (15) (15) (15) (15,405)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT (294) (295) 17 (109) (186) (148) 12,308
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (294) (295) 17 (109) (186) (148) 12,308
SHORT TERM DEBT BALANCE $7,415 $7,120 $7,137 $7,028 $6,842 $6,694
<PAGE>
<CAPTION>
NATIONAL FUEL RESOURCES, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 16 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $245 $202 $163 $154 $171 $107
CHANGES IN WORKING CAPITAL (32) 115 (89) 89 99 (143)
NET CASH PROVIDED BY OPERATIONS 213 317 74 243 270 (36)
CONSTRUCTION AND CAPITAL EXPENDITURES (15) (15) (15) (15) (15) (15,015)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT (198) (302) (59) (228) (255) 15,051
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (198) (302) (59) (228) (255) 15,051
SHORT TERM DEBT BALANCE $6,496 $6,194 $6,135 $5,907 $5,652 $20,703
<CAPTION>
NATIONAL FUEL RESOURCES, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $107 $108 $140 $106 $165 $206 $1,874
CHANGES IN WORKING CAPITAL 65 65 (151) 64 96 64 242
NET CASH PROVIDED BY OPERATIONS 172 173 (11) 170 261 270 2,116
CONSTRUCTION AND CAPITAL EXPENDITURES (15) (15) (15) (15) (15) (15) (15,180)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT (157) (158) 26 (155) (246) (255) 13,064
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING (157) (158) 26 (155) (246) (255) 13,064
SHORT TERM DEBT BALANCE $20,546 $20,388 $20,414 $20,259 $20,013 $19,758
<PAGE>
<CAPTION>
DATA-TRACK ACCOUNT SERVICES, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 17 OF 18
$000 OMITTED
CALENDAR YEAR 1996
Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $1 $1 $1 $1 $1 $1
CHANGES IN WORKING CAPITAL 1 1 0 1 1 (1)
NET CASH PROVIDED BY OPERATIONS 2 2 1 2 2 0
CONSTRUCTION AND CAPITAL EXPENDITURES (50) (50) (50) (50) (50) (50)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 48 48 49 48 48 50
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 48 48 49 48 48 50
SHORT TERM DEBT BALANCE ($48) $0 $49 $97 $145 $195
<CAPTION>
DATA-TRACK ACCOUNT SERVICES, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1996
Jul-96 Aug-96 Sep-96 Oct-96 Nov-96 Dec-96 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $1 $1 $1 $1 $1 $1 $12
CHANGES IN WORKING CAPITAL 1 1 (2) 1 1 0 5
NET CASH PROVIDED BY OPERATIONS 2 2 (1) 2 2 1 17
CONSTRUCTION AND CAPITAL EXPENDITURES (50) (50) (50) (50) (50) (50) (600)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 48 48 51 48 48 49 583
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 48 48 51 48 48 49 583
SHORT TERM DEBT BALANCE $243 $291 $342 $390 $438 $487
<PAGE>
<CAPTION>
DATA-TRACK ACCOUNT SERVICES, INC. FILE NO. 70-8729
PROJECTED STATEMENT OF CASH FLOWS EXHIBIT S-13
CALENDAR YEARS (1996-1997) PAGE 18 OF 18
$000 OMITTED
CALENDAR YEAR 1997
Jan-97 Feb-97 Mar-97 Apr-97 May-97 Jun-97
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $1 $1 $1 $1 $1 $1
CHANGES IN WORKING CAPITAL 1 1 0 1 1 (1)
NET CASH PROVIDED BY OPERATIONS 2 2 1 2 2 0
CONSTRUCTION AND CAPITAL EXPENDITURES (50) (50) (50) (50) (50) (50)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0
SHORT TERM DEBT 48 48 49 48 48 50
COMMON STOCK 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 48 48 49 48 48 50
SHORT TERM DEBT BALANCE $535 $583 $632 $680 $728 $778
<CAPTION>
DATA-TRACK ACCOUNT SERVICES, INC.
PROJECTED STATEMENT OF CASH FLOWS
CALENDAR YEARS (1996-1997)
$000 OMITTED
CALENDAR YEAR 1997
Jul-97 Aug-97 Sep-97 Oct-97 Nov-97 Dec-97 TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
INTERNAL SOURCES $1 $1 $1 $1 $1 $1 $12
CHANGES IN WORKING CAPITAL 1 1 (2) 1 1 0 5
NET CASH PROVIDED BY OPERATIONS 2 2 (1) 2 2 1 17
CONSTRUCTION AND CAPITAL EXPENDITURES (50) (50) (50) (50) (50) (50) (600)
CASH FLOWS FROM FINANCING:
DIVIDENDS 0 0 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0 0 0
SHORT TERM DEBT 48 48 51 48 48 49 583
COMMON STOCK 0 0 0 0 0 0 0
NET CASH PROVIDED (USED) BY FINANCING 48 48 51 48 48 49 583
SHORT TERM DEBT BALANCE $826 $874 $925 $973 $1,021 $1,070
</TABLE>
