File No. 70-9153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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National Fuel Gas Company NFR Power, Inc.
10 Lafayette Square 165 Lawrence Bell Drive, Suite 120
Buffalo, New York 14203 Williamsville, New York 14221
(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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A. M. Cellino, R. J. Kreppel,
Secretary President
National Fuel Gas Company NFR Power, Inc.
10 Lafayette Square 165 Lawrence Bell Drive, Suite 120
Buffalo, New York 14203 Williamsville, New York 14221
(Names and addresses of agents for service of process)
It is requested that the Commission send copies of all
notices, orders and communications to:
Mark D. Buri, Esq.
National Fuel Gas Company
Suite 1500
10 Lafayette Square
Buffalo, New York 14203
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Item 1. Description of Proposed Transaction.
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Introduction
National Fuel Gas Company ("National") is a public utility holding
company registered under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). National is solely engaged in the business of owning all of
the outstanding stock of its direct subsidiary corporations. These subsidiaries
are engaged primarily in natural gas exploration, production, transmission,
storage, distribution and marketing as well as other related activities.
Pursuant its order of March 20, 1998 (HCAR No. 26847) ("Original
Order"), the Securities and Exchange Commission ("Commission") authorized
National and twelve of National's subsidiaries to engage in a money pool
arrangement ("Money Pool") through December 31, 2002 ("Authorization Period").
NFR Power, Inc. ("Power"), a New York corporation, is a subsidiary of
National and, as a result of a determination of the Federal Energy Regulatory
Commission dated March 29, 1996 (Docket No. EG96-47-000), is an exempt wholesale
generator as defined in Section 32(a)(1) of the Act. National and Power now
request that Power be authorized become a new participant to the Money Pool.
Such participation by Power shall comply with the terms and conditions for Money
Pool participation which are contained in the Original Order and the
Application-Declaration related thereto.
Item 2. Fees, Commissions and Expenses.
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It is estimated at this time that the fees, commissions and expenses to
be incurred in connection with this post-effective amendment will not exceed
$1,000 in miscellaneous expenses.
Item 3. Applicable Statutory Provisions.
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Money Pool transactions are subject to Sections 6, 7, 9, 10 and 12(b)
and (f) of the Act and Rule 45 thereunder, and Money Pool borrowings by Power
would be exempt under Rule 52.
If the Commission considers the actions described herein to require any
authorization, approval or exemption under any section of the Act or any
provision of the rules or regulations thereunder other than those specifically
referred to herein, such authorization, approval or exemption is hereby
requested.
Item 4. Regulatory Approval.
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No federal agency, other than the Commission, and no state agency has
jurisdiction over this proposal.
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Item 5. Procedure.
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A further Federal Register notice regarding this Post-Effective
Amendment is deemed unnecessary due to the fact that this filing does not seek a
material change in the Original Order. The applicants respectfully request that
an order be issued approving this post-effective amendment as soon as
practicable but in no event later than October 8, 1999.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to this
proposal. The office of the Division of Investment Management Office of Public
Utility Regulation may assist in the preparation of the Commission's decision.
There should be no waiting period between the issuance of the Commission's order
and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements.
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The following are made part of this post-effective amendment:
Exhibits
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B-1 Tentative Draft of Addendum to National Fuel Money
Pool Agreement
C Opinion of Counsel (To Be Filed By Amendment)
Financial Statements
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Financial statements of the applicant-declarants are deemed
unnecessary with respect to the proposed authorization sought herein due to the
simple nature of this post-effective amendment. However, financial statements
will be furnished to the Commission upon request.
Item 7. Information as to Environmental Effects.
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This proposal does not involve major federal action having a
significant effect on the human environment. No federal agency has prepared or
is preparing any environmental impact statement with respect to this proposal.
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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: September 9, 1999
NATIONAL FUEL GAS COMPANY
By /s/ Anna Marie Cellino
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A. M. Cellino
Secretary
NFR POWER, INC.
By /s/ Robert J. Kreppel
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R. J. Kreppel
President
EXHIBIT B-1
TENTATIVE DRAFT
September 9, 1999
FIRST ADDENDUM
TO THE
NATIONAL FUEL GAS COMPANY
AND PARTICIPATING SUBSIDIARIES
AGREEMENT REGARDING THE
OPERATION OF, AND PARTICIPATION IN,
THE NATIONAL FUEL GAS SYSTEM MONEY POOL
WHEREAS, effective March 23, 1998, National Fuel Gas Company
("National") and the twelve subsidiaries thereof then operating (the "Original
Subsidiaries") executed that certain "National Fuel Gas Company and
Participating Subsidiaries Agreement Regarding the Operation Of, And
Participation In, the National Fuel Gas System Money Pool" ("Agreement")
establishing the terms of operation of the Money Pool; and
WHEREAS, on June 23, 1999, National acquired all of the outstanding
shares of stock in a new subsidiary, NFR Power, Inc. ("Power"); and
WHEREAS, on ________________, 1999, the Securities and Exchange
Commission issued an Order (HCAR No. _____________) pursuant to the Public
Utility Holding Company Act of 1935, as amended, and the rules thereunder
expressly permitting Power to participate in the Money Pool; and
WHEREAS, National, the Original Subsidiaries and Power each desire to
have Power admitted to participate in the Money Pool.
NOW, THEREFORE, National, the Original Subsidiaries and Power hereby
agree as follows:
1. Addition of Power to the Money Pool. Effective as of the date
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hereof, Power is admitted as a Participant to the Money Pool.
2. Continuance. Except as modified by this First Addendum, all other
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terms and conditions of the Agreement shall remain in full force and effect. If
an inconsistency exists between the Agreement and this First Addendum, the
provisions of this First Addendum shall prevail.
3. Definitions. Any capitalized terms not defined in this First
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Addendum shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as the day and year first above written.
NATIONAL:
NATIONAL FUEL GAS COMPANY
By:
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P. C. Ackerman, President
ORIGINAL SUBSIDIARIES:
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
By:
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D. F. Smith, President
NATIONAL FUEL GAS SUPPLY CORPORATION
By:
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R. Hare, President
SENECA RESOURCES CORPORATION
By:
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J. A. Beck, President
<PAGE>
HIGHLAND LAND AND MINERALS, INC.
By:---------------------------------------
P. C. Ackerman, President
LEIDY HUB, INC.
By:
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W. E. DeForest, President
DATA-TRACK ACCOUNT SERVICES, INC.
By:
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P. C. Ackerman, President
HORIZON ENERGY DEVELOPMENT, INC.
By:
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P. C. Ackerman, President
NATIONAL FUEL RESOURCES, INC.
By:
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R. J. Kreppel, President
<PAGE>
UTILITY CONSTRUCTORS, INC.
By:
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J. A. Beck, President
NIAGARA ENERGY TRADING INC.
By:
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J. A. Beck, President
NIAGARA INDEPENDENCE MARKETING COMPANY
By:
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J. A. Beck, President
SENECA INDEPENDENCE PIPELINE COMPANY
By:
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R. Hare, President
POWER:
NFR POWER, INC.
By:
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R. J. Kreppel, President
