File No. 70-8963
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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AMENDMENT NO. 3 TO
FORM U-1
APPLICATION-DECLARATION
under
the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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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 Seneca Resources Corporation
Supply Corporation 10 Lafayette Square
10 Lafayette Square Buffalo, New York 14203
Buffalo, New York 14203
Utility Constructors, Inc. Highland Land & Minerals, Inc.
East Erie Extension 10 Lafayette Square
Linesville, Pennsylvania 16424 Buffalo, New York 14203
Leidy Hub, Inc. Data-Track Account
10 Lafayette Square Services, Inc.
Buffalo, New York 14203 10 Lafayette Square
Buffalo, New York 14203
National Fuel Resources, Inc. Horizon Energy
478 Main Street Development, Inc.
Buffalo, New York 14202 10 Lafayette Square
Buffalo, New York 14203
(Names of companies filing this statement
and addresses of principal executive offices)
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NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
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Philip C. Ackerman William T. Baker, Jr., Esq.
Senior Vice President Robert J. Reger, Jr., Esq.
National Fuel Gas Company Reid & Priest LLP
10 Lafayette Square 40 West 57th Street
Buffalo, New York 14203 New York, New York 10019
(Names and addresses of agents for service)
<PAGE>
Item 1. Description of Proposed Transactions.
Paragraph 1.5 of Item 1 is revised in its entirety to
read as follows:
"1.5 Financing by National System for the Project.
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Supply and/or the Affiliate will fund National's share of the
development costs to be paid by the Affiliate to Tennessee or one
of its designated affiliates, through borrowings from the money
pool arrangement between National and its subsidiaries described
in the following paragraph. In addition, as referenced above,
Supply may incur, in the normal course of its business certain
Project Materials and Land costs<FN3>. These costs will also be
funded through borrowings from the money pool arrangement between
National and its subsidiaries described in the following
paragraph.
National may make loans to the Affiliate for the
financing of its activities, including financing of the
activities of the Special Purpose Entities. It is contemplated
that any loans to the Affiliate for the purpose of Construction
Financing may be made pursuant to, and in accordance with, the
current money pool arrangement between National and its
subsidiaries (the "Money Pool Arrangement") (see SEC File No. 70-
8729 for the current Money Pool Arrangement). Such loans to the
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FN 3. As described above, if such Project Material and Land
costs are incurred by Supply, then Supply will be reimbursed by
the Special Purpose Entities upon receipt of Commission
authorization in this file. The Affiliate's portion of the
development costs will be in the form of a contribution by the
Affiliate to the Special Purpose Entities.
<PAGE>
Affiliate and/or Supply, to the extent needed in connection with
the Project, shall not exceed in the aggregate $250 million in
principal amount at any one time outstanding. Any Construction
Financing made pursuant to the Money Pool Arrangement will be
repaid upon commencement of commercial operation of the Project.
Thereafter, it is contemplated that any loans by National to the
Affiliate for use as Interim Financing or equity contributions
may be made under the same terms, conditions and limitations
described in the current long-term financing arrangement between
National and certain of its subsidiaries. (see SEC File No. 70-
8541 for the current long-term financing arrangements). These
long-term loans to the Affiliate shall not exceed $210 million in
principal amount at any one time outstanding. All loans by
National to the Affiliate shall not in the aggregate exceed $250
million in principal amount at any one time outstanding.
National, Supply, National Fuel Gas Distribution Corporation,
Seneca Resources Corporation, Utility Constructors, Inc.,
Highland Land & Minerals, Inc., Leidy Hub, Inc., Data-Track
Account Services, Inc., National Fuel Resources, Inc., and
Horizon Energy Development, Inc. request that the Affiliate be
added to the group of subsidiary companies of National which can
make short-term borrowings pursuant to the authorization in File
No. 70-8729<FN4> for the purpose of (i) financing Affiliate's
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FN 4. As appropriate, various financings and extensions of
credit, by, and among, National, Supply, the Affiliate and the
subsidiary companies, and affiliates, of the Affiliate, in the
future will, or may be, exempt from Commission authorization
pursuant to Rules under the Act, as in effect, or as they may be
amended from time to time.
<PAGE>
share of the development costs and (ii) Construction Financing.
National and Affiliate request that to the extent long-term
borrowings are required by Affiliate from National such
borrowings may be provided under the same terms, conditions and
limitations described in the system's current long-term financing
arrangement. (See SEC File No. 70-8541 for the current long-term
financing arrangement).
It is contemplated that National may enter into
guarantee arrangements, obtain letters of credit, and otherwise
provide credit support with respect to obligations of the
Affiliate and one-half of the obligations of the Special Purpose
Entities<FN5>, to third parties as may be needed and appropriate
to enable them to carry on in the ordinary course of their
respective businesses, including as necessary for the
Construction Financing. If Interim Financing is necessary,
National may be required to enter into additional credit support
arrangements with respect to obligations of the Special Purpose
Entities to the extent of the Excess Amount<FN6>. Any credit
support may be made under the same terms, conditions and
limitations described in the current credit support arrangement
between National and its subsidiaries. (See SEC File No. 70-8251
for the current credit support arrangements). The maximum
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FN 5. Any credit support made by National with respect to
obligations of the Special Purpose Entities, except for credit
support obligations in connection with the Excess Amount, will be
accompanied by a similar credit support arrangement in equal
amount from Tennessee or an affiliate thereof.
FN 6. Tennessee will not be responsible for the credit
support arrangements necessary for the Excess Amount, if any.
<PAGE>
aggregate limit on all credit support by National to the
Affiliate and the Special Purpose Entities will be $175 million
at any one time outstanding, including as necessary for the
Interim Financing and the Construction Financing. National
requests that to the extent Affiliate or the Special Purpose
Entities require credit support from National such credit support
may be made under the same terms, conditions and limitations
described in the current credit support arrangement between
National and its subsidiaries. (See SEC File No. 70-8251 for the
current credit support arrangements)<FN7>. National further
requests that the Affiliate, either by itself or together with
National, be permitted to provide such credit support to the
Special Purpose Entities up to the $175 million limit at any one
time outstanding."
The following is added to the end of Item 1:
"Fifty percent of National's average consolidated
retained earnings for the last four quarters is $221 million as
of September 30, 1996. National's Aggregate Investment (as
defined in Rule 53(a)(1)(i)) in exempt wholesale generators
("EWG"s) and foreign utility companies ("FUCO"s) (as defined in
Sections 32 and 33) is approximately $15 million, thereby
satisfying Rule 53(a)(1). National and its subsidiaries maintain
books and records to identify investments in and earnings from
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FN 7. As appropriate, various financings and extensions of
credit, by, and among, National, Supply, the Affiliate and the
subsidiary companies, and affiliates, of the Affiliate, in the
future will, or may be, exempt from Commission authorization
pursuant to Rules under the Act, as in effect, or as they may be
amended from time to time.
<PAGE>
EWGs and FUCOs in which they directly or indirectly hold an
interest. In addition, the books and records and the financial
statements of the only such entity in which National currently
has an interest are kept in conformity with the requirements of
Rule 53(a)(2)(iii)(A) and (B), and National undertakes to provide
the SEC access to such books and records and financial statements
that are available to National upon the request of the SEC.
Thus, the Rule 53(a)(2) requirements are satisfied. No more than
2% of the employees of National's domestic public-utility company
render services, at any one time, directly or indirectly, to the
EWGs or FUCOs in which National directly or indirectly holds an
interest, thereby satisfying Rule 53(a)(3). All of the documents
required to be filed under Rule 53(a)(4) with federal, state and
local regulators having jurisdiction over the retail rates of
National's domestic public-utility company have been submitted.
None of the conditions described in Rule 53(b) exist
with respect to National, thereby satisfying Rule 53(b) and
making Rule 53(c) inapplicable."
<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 NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/ P.C. Ackerman By /s/ David F. Smith
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Name: P.C. Ackerman Name: David F. Smith
Title: Senior Vice President Title: Senior Vice President
NATIONAL FUEL GAS SUPPLY SENECA RESOURCES CORPORATION
CORPORATION
By /s/ Richard Hare By /s/ James A. Beck
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Name: Richard Hare Name: James A. Beck
Title: President Title: President
UTILITY CONSTRUCTORS, INC. HIGHLAND LAND & MINERALS, INC.
By /s/ David F. Smith By /s/ P.C. Ackerman
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Name: David F. Smith Name: P.C. Ackerman
Title: Secretary Title: President
LEIDY HUB, INC. DATA-TRACK ACCOUNT
SERVICES, INC.
By /s/ Walter E. DeForest By /s/ David F. Smith
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Name: Walter E. DeForest Name: David F. Smith
Title: President Title: Secretary
NATIONAL FUEL RESOURCES, INC. HORIZON ENERGY
DEVELOPMENT, INC.
By /s/ R.J. Tanski By /s/ Bruce H. Hale
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Name: R.J. Tanski Name: Bruce H. Hale
Title: Secretary Title: Vice President
DATED: February 10, 1997
