File No. 70-9153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4
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
Seneca Resources Corporation National Fuel Gas Distribution
1201 Louisiana Street, Suite 400 Corporation
Houston, Texas 77002 10 Lafayette Square
Buffalo, New York 14203
National Fuel Resources, Inc. National Fuel Gas Supply Corporation
165 Lawrence Bell Drive, Suite 120 10 Lafayette Square
Williamsville, New York 14221 Buffalo, New York 14203
Horizon Energy Development, Inc. Highland Land & Minerals, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Data-Track Account Services, Inc. Leidy Hub, Inc.
10 Lafayette Square 10 Lafayette Square
Buffalo, New York 14203 Buffalo, New York 14203
Seneca Independence Pipeline Company Niagara Independence Marketing Company
10 Lafayette Square 1201 Louisiana Street, Suite 400
Buffalo, New York 14203 Houston, Texas 77002
Upstate Energy Inc.
1201 Louisiana Street, Suite 400
Houston, Texas 77002
(Names of companies filing this statement
and addresses of principal executive offices)
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<PAGE>
NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
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J. R. Peterson,
Assistant Secretary
National Fuel Gas Company
Suite 1500
10 Lafayette Square
Buffalo, New York 14203
(Names and addresses of agent 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
<PAGE>
Item 1 and Item 3 of the Post-Effective Amendment No. 1 heretofore
filed in this proceeding on September 10, 1999, as amended by the Amendment No.
1 to Post-Effective Amendment No. 1 (i.e., Post Effective Amendment No. 2) filed
on October 22, 1999 and Post-Effective Amendment No. 3 filed on March 13, 2000
are hereby further amended and restated in their entirety to read as follows:
Item 1. Description of Proposed Transaction
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Introduction
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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 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.
NFR Power, Inc. ("Power"), a New York corporation, is a
recently-capitalized subsidiary of National and, as a result of 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.
Pursuant its order of March 20, 1998 (HCAR No. 26847) ("Original
Order"), the Securities and Exchange Commission ("Commission") authorized, among
other things, National and twelve subsidiaries of National to engage in a money
pool arrangement ("Money Pool") through December 31, 2002 ("Authorizing
Period"). The Original Order also authorized National to "guarantee securities
of, and provide other forms of credit support with respect to obligations of,
[twelve subsidiaries of National] as may be necessary or appropriate for the
ordinary business operations of such subsidiaries in a maximum amount not to
exceed $2 billion at any one time during the Authorization Period" ("Guaranty
Authority").
Requested Authority
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National, Power and the current subsidiary participants in the Money
Pool (i.e., National Fuel Gas Distribution Corporation, National Fuel Gas Supply
Corporation, Seneca Resources Corporation, Highland Land & Minerals, Inc. (for
itself and as successor by merger to Utility Constructors, Inc.), Leidy Hub,
Inc., Data-Track Account Services, Inc., Horizon Energy Development, Inc.,
National Fuel Resources, Inc., Upstate Energy Inc. (formerly known as Niagara
Energy Trading, Inc.), Niagara Independence Marketing Company and Seneca
Independence Marketing Company) now request that Power be authorized to become a
limited participant in the Money Pool. In particular, Power's participation
would be limited to depositing surplus funds that it may from time to time
possess into the Money Pool and withdrawing its own funds as needed. In
addition, Power's participation would be subject to the terms and conditions for
Money Pool participation contained in the Original Order and the
Application-Declaration related thereto as amended.
National also now requests authority to guarantee securities of power
and to provide other forms of credit support with respect to obligations of
Power as may be necessary or appropriate to enable Power to carry on in the
ordinary course of its business. National currently estimates that its guarantee
of securities of Power and provision of other credit support with respect to
obligations of Power will not exceed $30 million in the aggregate at any time
during the term of the Original Order. Such guarantees and credit support to
Power shall be subject to the limitations of Rule 53 and shall comply with the
terms and conditions of the Guaranty Authority contained in the Original Order
and the Application-Declaration related thereto as amended.
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.
The issuance by National of a guarantee is subject to Sections 6, 7 and
12(b) of the Act and Rule 45 thereunder. In addition, the issuance by National
of a guarantee for the benefit of an EWG is subject to Section 32 of the Act.
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.
Rule 54 provides that, in determining whether to approve any
transaction by a registered holding company that is unrelated to any "exempt
wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), the
Commission shall not consider the effect of the capitalization or earnings of
any EWG or FUCO on the holding company system if the requirements of Rule 53(a),
(b) and (c) are met. National is currently in compliance with all requirements
of Rule 53(a). Specifically, National's "aggregate investment" (as defined in
Rule 53(a)(1)) in all EWGs and FUCOs is currently approximately $141.0 million,
or 28.9% of National's "consolidated retained earnings" (also as defined in Rule
53(a)(1)) as of December 31, 1999 ($487.5 million). National is in compliance
with and will continue to comply with the requirements of Rule 53(a)(2), (a)(3)
and (a)(4). Moreover, National currently estimates that its guarantee of
securities of Power and provision of other credit support with respect to
obligations of Power will not exceed $30 million in the aggregate at any time
during the term of the Original Order. Including this $30 million estimate in
National's "aggregate investment" in all EWGs and FUCOs would equal
approximately $171.0 million, or 35.1% of National's "consolidated retained
earnings" as of December 31, 1999. Further, none of the conditions or
circumstances described in Rule 53(b) has occurred or is continuing.
Accordingly, Rule 53(c) is by its terms inapplicable.
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: April 20, 2000
NATIONAL FUEL GAS COMPANY
By /s/P. C. Ackerman
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P. C. Ackerman, President
NFR POWER, INC.
By /s/R. J. Kreppel
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R. J. Kreppel, President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By: /s/D. F. Smith
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D. F. Smith, President
NATIONAL FUEL GAS SUPPLY
CORPORATION
By: /s/D. J. Seeley
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D. J. Seeley, President
SENECA RESOURCES CORPORATION
By: /s/J. A. Beck
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J. A. Beck, President
HIGHLAND LAND & MINERALS, INC.
By: /s/J. A. Beck
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J. A. Beck, President
LEIDY HUB, INC.
By: /s/W. E. DeForest
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W. E. DeForest, President
DATA-TRACK ACCOUNT SERVICES, INC.
By: /s/P. C. Ackerman
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P. C. Ackerman, President
HORIZON ENERGY DEVELOPMENT, INC.
By: /s/P. C. Ackerman
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P. C. Ackerman, President
NATIONAL FUEL RESOURCES, INC.
By: /s/R. J. Kreppel
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R. J. Kreppel, President
UPSTATE ENERGY INC.
(f/k/a NIAGARA ENERGY TRADING, INC.)
By: /s/J. A. Beck
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J. A. Beck, President
NIAGARA INDEPENDENCE MARKETING
COMPANY
By: /s/J. A. Beck
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J. A. Beck, President
SENECA INDEPENDENCE PIPELINE COMPANY
By: /s/D. J. Seeley
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D. J. Seeley, President
