UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
- --------------------------------------------
In the Matter of
NINETEENTH
NATIONAL FUEL GAS COMPANY CERTIFICATE
HORIZON ENERGY DEVELOPMENT, INC. PURSUANT TO
RULE 24
File No. 70-8649
(Public Utility Holding Company Act of 1935)
- --------------------------------------------
THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions
proposed by National Fuel Gas Company ("National") and its subsidiary, Horizon
Energy Development, Inc. ("Horizon") in its Application-Declaration on Form U-1,
as amended (File No. 70-8649), have been carried out in accordance with the
terms and conditions of said Application-Declaration and the Order (HCAR No.
35-26364, dated August 29, 1995) of the Securities and Exchange Commission (the
"Commission") with respect thereto, and that the following information for the
quarter ended March 31, 2000 is herein provided:
1a) Horizon's balance sheet at March 31, 2000 is attached as
Exhibit 1.
1b) National's balance sheet at March 31, 2000 is included in
National's Form 10-Q for the quarter ended March 31, 2000
which was filed with the Commission on May 15, 2000 and is
incorporated herein by reference.
2a) Horizon's income statement for the quarter ended March 31,
2000 is attached as Exhibit 2.
2b) National's income statement for the quarter ended March 31,
2000 is included in National's Form 10-Q for the quarter ended
March 31, 2000, which was filed with the Commission on May 15,
2000 and is incorporated herein by reference.
<PAGE>
3) Recourse and non-recourse debt securities issued to third
parties by Intermediate Companies during the quarter ended
March 31, 2000.
None.
4) A general description of the activities of the Applicants for
the quarter ended March 31, 2000, and of the projects in which
they or their subsidiary companies have an ownership interest:
The Project Activities (as such term is defined in the aforesaid
Application-Declaration) that National and Horizon, and subsidiaries of
Horizon, were engaged in pursuant to File No. 70-8649, as of March 31,
2000, are as follows:
Horizon, through its wholly owned indirect subsidiaries, Horizon Energy
Holdings, Inc. and Horizon Energy Development, B. V. (HEDBV), continues
to own 100% of the capital stock of each of Horizon Energy Development
s.r.o. ("HED") and Power Development s.r.o. ("PD"). PD in turn
continues to own 100% of the capital stock of Telplarna Kromeriz a.s.
("TK"). These entities continue to engage in power development and
related activities in the Czech Republic and eastern Europe.
The only material asset of HED, PD and TK is the district heating
system of TK, which sells steam heat to its residential and commercial
customers in the city of Kromeriz, Czech Republic. TK continues to
investigate ways to convert the existing steam plant into a
cogeneration facility, or otherwise to generate electricity at the
site.
As of December 31, 1999, HEDBV owned approximately 83% of the capital
stock of Severoceske Teplarny, a.s. ("SCT"). SCT, directly and through
its subsidiaries, distributes heat in the northern part of the Czech
Republic. SCT, through one of its subsidiaries, also generates and
sells power at wholesale in that region.
As of December 31, 1999 HEDBV owned approximately 86% of the capital
stock of Prvni Severozapadni Teplarenska, a.s. ("PSZT"). PSZT
distributes heat and also generates and sells power at wholesale in the
northern part of the Czech Republic. PSZT is in the final stages of a
capital construction project involving the construction of fluidized
steam generating boilers. A portion of the funds required for this
project has been provided by Horizon. None of the funds associated with
these transactions was borrowed through the National Fuel Gas System
"Money Pool".
SCT and PSZT had filed a plan with the local Commercial Court in the
Czech Republic to merge the companies. The plan of merger was approved,
and became effective as of January 1, 2000.
HEDBV, as a shareholder of SCT, had received dividends from its
investment in the SCT shares. HEDBV, as a shareholder of PSZT, had
expected to receive, in the future, dividends from its investment in
PSZT shares. After the merger, excess cash flow from the merged
companies is expected to be directed toward debt reduction. HEDBV
expects to receive dividends in the future from the merged companies.
Furthermore, in the future, the merged companies will pursue efforts to
directly or indirectly develop additional electrical generation
capacity.
The aggregate investment of National and its subsidiaries in electric
wholesale generators and foreign utility companies does not exceed the
limits set forth in the Commission's Rule 53.
5) Information on intercompany service transactions (including
those provided at cost and at market rates) involving
affiliated Intermediate Companies during the quarter ended
March 31, 2000:
Neither Horizon nor National engaged in any intercompany
service transactions with affiliated Intermediate Companies.
May 30, 2000 NATIONAL FUEL GAS COMPANY
By: /s/ P. C. Ackerman
--------------------------------------
P. C. Ackerman
President
HORIZON ENERGY DEVELOPMENT,
INC.
By: /s/ R. J. Tanski
--------------------------------------
R. J. Tanski
Secretary and Treasurer
Exhibit 1
HORIZON ENERGY DEVELOPMENT, INC.
BALANCE SHEET
(Unaudited)
At March 31, 2000
ASSETS
Current Assets:
Cash $ 20,067,923
Accounts Receivable - Net 9,044,622
Unbilled Utility Revenue 1,997,725
Materials & Supplies 3,283,028
Prepaid Expenses 63,070
---------------
Total Current Assets 34,456,368
---------------
Property, Plant & Equipment 259,700,569
Less: Reserve for DDA 75,254,244
---------------
184,446,325
---------------
Other Assets 14,022,764
---------------
Total Assets $ 232,925,457
===============
LIABILITIES AND STOCKHOLDERS EQUITY
Capital Stock $1 Par:
Shares Authorized, Issued and Outstanding: 4,750 $ 4,750
Paid-in Capital 38,245,591
Retained Earnings (383,283)
Cumulative Translation Adjustment (21,035,515)
---------------
Total Stockholders Equity 16,831,543
---------------
Long-Term Debt, Net of Current Portion 35,801,660
Long-Term Debt - Intercompany 90,000,000
---------------
Total Long-Term Debt 125,801,660
---------------
Minority Interest in Foreign Subsidiaries 26,106,220
---------------
Current and Accrued Liabilities:
Curent Portion of Long-Term Debt 9,106,372
Notes Payable - Intercompany 29,600,000
Notes Payable to Banks 28,829
Accounts Payable 9,666,809
Accounts Payable - Intercompany 3,194,139
Federal Income Taxes Payable (1,222,425)
Other Accrued Liabilities 6,055,951
---------------
Total Current and Accrued Liabilities 56,429,675
---------------
Deferred Credits:
Accumulated Deferred Income Taxes 7,294,479
Other Deferred Credits 461,880
---------------
Total Deferred Credits 7,756,359
---------------
Total Liabilities and Stockholders Equity $ 232,925,457
===============
Exhibit 2
HORIZON ENERGY DEVELOPMENT, INC.
INCOME STATEMENT
(Unaudited)
Three Months Ended
March 31, 2000
------------------
Operating Revenues $39,609,485
------------------
Operating Expenses:
Fuel Used in Heat and Electric Generation 18,462,553
Operation Expense 7,133,632
Maintenance Expense 3,964
Property, Franchise and Other Taxes 367,662
Depreciation, Depletion and Amortization 2,824,152
------------------
Total Operating Expenses 28,791,963
------------------
Operating Income 10,817,522
------------------
Other Income 218,019
------------------
Interest Charges 2,900,489
------------------
Income Before Income Taxes 8,135,052
------------------
Income Taxes - Current 1,273,409
- Deferred 1,179,432
------------------
2,452,841
------------------
Minority Interest in Foreign Subsidiaries (1,365,005)
------------------
Net Income $ 4,317,206
==================
