(As filed October 4, 2002)
File No. 70-10074
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1/A
AMENDMENT NO. 1
TO
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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NATIONAL FUEL GAS COMPANY
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
NATIONAL FUEL GAS SUPPLY CORPORATION
HORIZON ENERGY DEVELOPMENT, INC. AND ITS SUBSIDIARIES
HIGHLAND FOREST RESOURCES, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
SENECA INDEPENDENCE PIPELINE COMPANY
10 Lafayette Square
Buffalo, New York 14203
SENECA RESOURCES CORPORATION AND ITS SUBSIDIARIES
UPSTATE ENERGY INC.
NIAGARA INDEPENDENCE MARKETING COMPANY
1201 Louisiana Street, Suite 400
Houston, Texas 77002
NATIONAL FUEL RESOURCES, INC.
HORIZON POWER, INC.
165 Lawrence Bell Drive, Suite 120
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 parent)
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Ronald J. Tanski, Senior Vice President
and Controller
National Fuel Gas Distribution Corporation
10 Lafayette Square
Buffalo, New York 14203
(Name and address of agent for service)
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
James P. Baetzhold, Senior Attorney Michael F. Fitzpatrick, Jr., Esq.
National Fuel Gas Supply Corporation Thelen Reid & Priest LLP
10 Lafayette Square 40 W. 57th Street
Buffalo, New York 14203 New York, New York 10019
2
The Form U-1 Application/Declaration filed in this proceeding on July 18,
2002 is hereby amended as follows:
1. The last paragraph of Item 1.2 is amended by adding the following
sentence at the end thereof:
"National's unsecured long-term debt is currently rated A- by Standard &
Poors Corporation, A3 by Moody's Investor Service, and A- by Fitch, Inc."
2. Paragraphs (b) and (c) of Item 1.5.1 are amended and restated to read as
follows:
"(b) Preferred Securities. National, directly or through a Financing
Subsidiary or Special Purpose Subsidiary, also proposes to issue and sell
shares of its authorized preferred stock, par value $1.00 per share and/or
other types of unsecured preferred securities (collectively, "Preferred
Securities") in one or more series with such rights, preferences, and
priorities as may be designated in the instrument creating each such
series, as determined by National's board of directors or a committee
thereof. Preferred Securities may be redeemable or may be perpetual in
duration. The dividend or distribution rate on any series of Preferred
Securities will not exceed at the time of issuance 500 basis points over
the yield to maturity of a U.S. Treasury security having a remaining term
equal or closest to the term of such securities. Dividends or distributions
on any series of Preferred Securities will be made periodically and to the
extent funds are legally available for such purpose, but may be made
subject to terms which allow the issuer to defer dividend payments or
distributions for specified periods. Preferred Securities may be
convertible or exchangeable into shares of Common Stock.
(c) Long-term Debt. National, directly or through a Financing
Subsidiary, also proposes to issue and sell from time to time additional
long-term indebtedness ("Long-term Debt"). Long-term Debt of a particular
series (a) will be unsecured, (b) may be convertible into any other
authorized securities of National, (c) will have a maturity ranging from
one year to 50 years, (d) will bear interest at a rate not to exceed at the
time of issuance 500 basis points over the yield to maturity of a U.S.
Treasury security having a remaining term equal or closest to the term of
such Long-term Debt, (e) may be subject to optional and/or mandatory
redemption, in whole or in part, at par or at various premiums above the
principal amount thereof, (f) may be entitled to mandatory or optional
sinking fund provisions, (g) may provide for reset of the coupon pursuant
to a remarketing arrangement, and (h) may be called from existing investors
by a third party. The maturity dates, interest rates, redemption and
sinking fund provisions and conversion features, if any, with respect to
the Long-term Debt of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and discounts,
if any, will be established by negotiation or competitive bidding."
3. The following sentence is added at the end of the first paragraph of
Item 1.6:
"Of the overall $1.5 billion authorization for long-term securities
requested in Item 1.5, National requests authorization to issue up to $500
million outstanding at any one time through Financing Subsidiaries and/or
Special Purpose Subsidiaries."
4. The last paragraph in Item 1.8 is amended and restated to read as
follows:
"To the extent that there are excess funds available in the Money Pool
from time to time because (a) there are no borrowings under the Credit
Facilities that may be currently repaid, or (b) there is no commercial
paper that is maturing, or (c) no Eligible Borrower has a need for excess
funds available from other Money Pool participants, such excess funds will
normally be invested in one or more short-term investments. The Applicants
are proposing to amend Article IV of the Money Pool Agreement to provide
that such short-term investments may include any of the following: (i)
interest-bearing accounts with banks; (ii) obligations issued or guaranteed
by the U.S. government and/or its agencies and instrumentalities, or by any
state or political subdivision thereof; (iii) tax exempt notes; (iv) tax
exempt bonds; (v) tax exempt preferred stock; (vi) commercial paper rated
not less than A-1 or P-1 or their equivalent by a nationally recognized
statistical rating organization; (vii) money market funds; (viii) bank
certificates of deposit and bankers acceptances; (ix) Eurodollar
certificates of deposit or time deposits; (x) repurchase agreements with
respect to any of the foregoing; and (xi) such other investments as are
permitted by Section 9(c) of the Act and Rule 40 thereunder. The form of
Amended and Restated Money Pool Agreement is filed herewith as Exhibit B.
With the exception of Article IV, no other substantive changes to the Money
Pool Agreement as currently in effect are proposed."
5. The last sentence of Item 3.1 is deleted.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this statement
filed herein to be signed on their behalf by the undersigned thereunto duly
authorized.
NATIONAL FUEL GAS COMPANY
HORIZON ENERGY DEVELOPMENT, INC.
By: /s/ Philip C. Ackerman
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Name: Philip C. Ackerman
Title: President
NATIONAL FUEL GAS SUPPLY CORPORATION
By: /s/ Dennis J. Seeley
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Name: Dennis J. Seeley
Title: President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
DATA-TRACK ACCOUNT SERVICES, INC.
By: /s/ David F. Smith
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Name: David F. Smith
Title: President
(signatures continued on next page)
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HORIZON POWER, INC.
By: /s/ Bruce H. Hale
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Name: Bruce H. Hale
Title: President
NATIONAL FUEL RESOURCES, INC.
By: /s/ Gerald T. Wehrlin
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Name: Gerald T. Wehrlin
Title: President
SENECA RESOURCES CORPORATION
HIGHLAND FOREST RESOURCES, INC.
UPSTATE ENERGY INC.
NIAGARA INDEPENDENCE MARKETING
COMPANY
By: /s/ James A. Beck
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Name: James A. Beck
Title: President
LEIDY HUB, INC.
SENECA INDEPENDENCE PIPELINE COMPANY
By: /s/ Walter E. DeForest
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Name: Walter E. DeForest
Title: President
Date: October 4, 2002
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