File No. 70-9175
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM U-1
APPLICATION - DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Names of Companies filing this statement and addresses of principal executive
offices:
National Fuel Gas Company National Fuel Gas Supply Corporation
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Name of Top Registered Holding Company: NATIONAL FUEL GAS COMPANY
Names and Addresses of Agents for Service:
J. P. Pawlowski, Secretary J. R. Peterson, Assistant Secretary
National Fuel Gas Supply Corporation 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:
D. W. Reitz
Assistant General Counsel
National Fuel Gas Supply Corporation
10 Lafayette Square, Suite 1500
Buffalo, New York 14203
<PAGE>
Exhibit F-1, Opinion of New Jersey counsel for National, and Exhibit F-2,
Opinion of Pennsylvania counsel for Supply, are amended as shown in the attached
"past tense" opinions of counsel.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned companies have duly caused this Statement to be signed on their
behalf by the undersigned thereunto duly authorized.
Dated: November 30, 1999 NATIONAL FUEL GAS COMPANY
By: /s/ James R. Peterson
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James R. Peterson
Assistant Secretary
NATIONAL FUEL GAS SUPPLY
CORPORATION
By: /s/ John R. Pustulka
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John R. Pustulka
Vice President
Exhibit F-1
TWO PENN PLAZA EAST
NEWARK, NEW JERSEY 07105
(973) 491-9500
FAX (973) 491-9692
ONE WORLD TRADE CENTER
SUITE 7967
NEW YORK, NEW YORK 10048
(212) 432-9180
Please Reply to: Newark
November 29, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: National Fuel Gas Company
National Fuel Gas Supply Corporation
File No. 70-9175
Ladies and Gentlemen:
With reference to the joint application-declaration on Form U-1 (No.
70-9175), filed on or about February 11, 1998, as amended (as amended, the
"Application-Declaration"), by National Fuel Gas Company ("National") and its
wholly-owned subsidiary, National Fuel Gas Supply Corporation ("Supply"), under
the Public Utility Holding Company Act of 1935, as amended, and, in connection
therewith, (i) the acquisition by Supply of substantially all of the assets (the
"Acquired Assets") of Cunningham Natural Gas Corporation, a New York corporation
("Cunningham"), in exchange for 54,674 shares of National common stock, $1.00
par value per share (the "Shares"), and the 54,674 common stock purchase rights
(the "Rights") appurtenant thereto, (ii) the issuance and sale by National to
Supply of the Shares and related Rights, and (iii) the assignment and delivery
of the Shares and related Rights by Supply to Cunningham in exchange for the
Acquired Assets, we are of the opinion that:
1. National is a corporation duly incorporated and validly existing
under the laws of the State of New Jersey.
2. The above-described transactions have been consummated in accordance
with (i) the Application-Declaration, (ii) the orders of the Securities and
Exchange Commission (the "Commission") thereon, (iii) the terms and conditions
of that certain Asset Purchase and Reorganization Agreement, dated as of October
8, 1997 (the "Purchase Agreement"), between Cunningham and Supply, (iv) in the
case of the borrowings by Supply from the National money pool arrangement in
order to fund its acquisition of the Shares and related Rights, the order of the
Commission dated March 20, 1998 (HCAR No. 26847; File No. 9153) and the Money
Pool Agreement, dated as of March 23, 1998, entered into pursuant thereto, and
(v) with respect to the issuance and sale of the Shares and related Rights, the
registration statement of National on Form S-4 relating thereto (No. 333-74887),
filed as an exhibit to the Application-Declaration.
3. All laws of the State of New Jersey applicable to the
above-described transactions (other than the New Jersey Uniform Securities Law,
as amended, upon which we do not opine herein) have been complied with.
4. The Shares issued and sold by National to Supply, and assigned and
delivered by Supply to Cunningham in exchange for the Acquired Assets, have been
legally and validly issued by National and are fully paid and non-assessable,
and the holders thereof are entitled to the rights and privileges pertaining
thereto, as set forth in the Restated Certificate of Incorporation of National.
5. The Rights appurtenant to the Shares have been legally and validly
issued and are entitled to the rights and privileges, and subject to the
limitations, pertaining thereto, as set forth in that certain Rights Agreement,
dated as of June 12, 1996, between National and Marine Midland Bank, as Rights
Agent, as amended and restated by the Amended and Restated Rights Agreement,
dated as of April 30, 1999 (as amended and restated, the "Rights Agreement"),
between the Company and HSBC Bank USA (formerly known as "Marine Midland Bank"),
as Rights Agent.
6. The legal rights of the holders of any securities heretofore issued
by National have not been violated.
In rendering the opinions expressed in paragraphs 2 and 4 hereof, we
have assumed (i) that Supply has duly obtained all authorizations and approvals
(corporate, governmental and otherwise) in connection with its acquisition of
the Shares and related Rights from National and of the Acquired Assets from
Cunningham, and its assignment and delivery of the Shares and related Rights to
Cunningham in exchange for the Acquired Assets, and (ii) that the certificates
representing the Shares have been duly countersigned and registered by
National's transfer agent and registrar.
The opinions expressed in paragraph 5 hereof are limited to the legal
and valid issuance of the Rights under the corporation laws of the State of New
Jersey. In this connection, we have not been asked to express and, therefore, do
not express any opinion herein concerning (a) any other aspect of the Rights,
(b) the effect of equitable principles or fiduciary considerations relating to
the adoption of the Rights Agreement or to the issuance of the Rights, or (c)
the enforceability of any particular provision of the Rights Agreement.
We consent to the use of this opinion in connection with, or as an
exhibit to, National's Certificate pursuant to Rule 24.
Very truly yours,
STRYKER, TAMS & DILL LLP
/s/ Charles H. Friedrich
Charles H. Friedrich
CHF:lr
Attachment
Exhibit F-2
November 24, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company
National Fuel Gs Supply Corporation
Form U-1 Application-Declaration
File No. 70-9175
Ladies and Gentlemen:
This opinion relates to the joint application-declaration, filed on
February 10, 1998, as amended (the "Application-Declaration"), by National Fuel
Gas Company ("National") and its wholly-owned subsidiary, National Fuel Gas
Supply Corporation ("Supply"), under the Public Utility Holding Company Act of
1935, as amended. The Application-Declaration sought authorization for the
acquisition by Supply of substantially all of the assets (the "Acquired Assets")
of Cunningham Natural Gas Corporation, a New York corporation ("Cunningham"), in
exchange for shares of National common stock, $1.00 par value per share (the
"Shares"), and the common stock purchase rights (the "Rights") appurtenant
thereto. The Shares (and related Rights) were issued and sold by National to
Supply for an aggregate consideration equal to the aggregate value of the
Acquired Assets (the "Asset Value"); and the number of Shares (and related
Rights) to be so issued and sold were equal to the quotient of (i) the Asset
Value, divided by (ii) the per share, market value of the Shares as of the end
of November 17, 1999, the last business day immediately preceding the closing.
Supply then assigned and delivered the Shares to Cunningham in exchange for the
Acquired Assets.
Based upon the foregoing and subject to the qualifications and
assumptions hereinafter specified, I am of the opinion that:
1. Supply is a corporation duly organized and validly existing under
the laws of the Commonwealth of Pennsylvania.
2. If (i) the proposed transaction was consummated in accordance with
the Application-Declaration, the order or orders of the Securities and Exchange
Commission thereon, and the registration statement referred to in the
Application-Declaration, as the same is effective, (ii) the instruments of
transfer referenced in that certain Asset Purchase and Reorganization Agreement,
dated as of October 8, 1997, as amended, between Cunningham and Supply were duly
executed and delivered by Cunningham, and (iii) the certificates representing
the Shares were duly executed, countersigned, registered and delivered, and the
consideration therefor received by National, then:
A. All laws of the Commonwealth of Pennsylvania applicable to the
proposed transaction were complied with;
B. Supply legally acquired the Shares from National;
C. Supply legally acquired the Acquired Assets through the exchange
of the Shares for those assets; and
D. The legal rights of the holders of any securities heretofore
issued by Supply (which is a wholly-owned subsidiary of National)
were not violated.
I consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ Carl M. Carlotti
Carl M. Carlotti
