United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the Quarterly Period Ending June 30, 2003
National Fuel Gas Company
(Name of Registered Holding Company)
10 Lafayette Square
Buffalo, New York 14203
(Name of Principal Executive Officer)
Inquiries concerning this Form U-9C-3 may be directed to:
James R. Peterson
Assistant Secretary
National Fuel Gas Company
Suite 1500
10 Lafayette Square
Buffalo, New York 14203
(716) 857-7702
ITEM 1 - ORGANIZATION CHART
Name of Reporting Co. Energy or Gas Related Date of Organization State of Organization Percentage of Voting Securities Nature of Business Held
National Fuel Gas Company Holding 1902 New Jersey Holds all voting securities of National Fuel Gas Company is an
the reporting companies, integrated natural gas operation
directly or indirectly, except engaged in owning and holding
as indicated below. securities issued by its subsidiaries.
Seneca Independence Gas 1996 Delaware 100% Holds a 33 1/3% general partnership
Pipeline Company interest in Independence Pipeline
Company, which was not formed under
Rule 58.
Niagara Independence Holding 1997 Delaware 100% Holds the 33-1/3% general partnership
Marketing Company interest in DirectLink Gas Marketing
Company.
DirectLink Gas Marketing Gas 1997 Delaware 33-1/3% Gas marketing.
Company
Upstate Energy Inc. Gas 1997 New York 100% Gas marketing and related activities.
Seneca Resources Holding 1913 Pennsylvania 100% Holds a 50% general partnership
Corporation interest in the Roystone Gas
Processing Plant which was acquired
pursuant to Rule 58, and a non-voting
ownership interest in Highland Forest
Resources, Inc.
Roystone Gas Processing Gas 1994 Pennsylvania 50% Processes natural gas and sells
Plant (general partnership) natural gas liquids.
Horizon Power, Inc. Holding 1995 New York 100% Holds a 50% limited liability company
interest in each of Seneca Energy II,
LLC and Model City Energy, LLC.
Seneca Energy II, LLC Energy 2000 New York 50% Landfill gas-powered electric
generation.
Model City Energy, LLC Energy 2000 New York 50% Landfill gas-powered electric
generation.
Highland Forest Resources, Holding 2003 New York 100% Holds sole membership interest in
Inc. Empire State Pipeline Company LLC and
St. Clair Pipeline Company LLC.
Empire State Pipeline Gas 2003 New York 100% Holds a 50% joint venture interest in
Company LLC Empire State Pipeline.
St. Clair Pipeline Company Gas 2003 New York 100% Holds a 50% joint venture interest in
LLC Empire State Pipeline.
Empire State Pipeline Gas 2003 New York 100% Natural gas pipeline.
Toro Partner LLC (new) Gas 2003 Delaware 100% Gas marketing and related activities.
Toro Partners, LP (new) Gas 1999 Texas 100% Gas marketing and related activities.
Toro Energy of Indiana, Gas 2000 Texas 100% Gas marketing and related activities.
LLC (new)
Toro Energy of Kentucky, Gas 1999 Delaware 100% Gas marketing and related activities.
LLC (new)
Toro Energy of Maryland, Gas 1999 Texas 100% Gas marketing and related activities.
LLC (new)
Toro Energy of Michigan, Gas 1999 Delaware 100% Gas marketing and related activities.
LLC (new)
Toro Energy of Missouri, Gas 1999 Texas 100% Gas marketing and related activities.
LLC (new)
Toro Energy of Ohio, LLC Gas 1999 Delaware 100% Gas marketing and related activities.
(new)
Toro Energy of Gas 2001 Texas 100% Gas marketing and related activities.
Ohio-American, LLC (new)
Toro Energy of Gas 1999 Delaware 100% Gas marketing and related activities.
Ohio-Statewide, LLC (new)
NARRATIVE DESCRIPTION:
National Fuel Gas Company, Niagara Independence Marketing Company ("Niagara") Seneca Resources Corporation ("Seneca
Resources"), Horizon Power, Inc. ("Power," an exempt wholesale generator) and Highland Forest Resources, Inc. ("Highland") are not
"reporting companies" but are included in this Item 1 because they hold, directly or indirectly, voting securities issued by reporting
companies as indicated above.
During the quarter ended June 30, 2003, the reporting companies engaged in the following activities:
Seneca Independence Pipeline Company ("SIP") retained its 33 1/3% general partnership interest in Independence Pipeline
Company, pursuant to approval by the SEC under the Public Utility Holding Company Act of 1935 (see File 70-9117, HCAR No. 35-26840).
SIP's transactions this quarter are described in its financial statements at Item 6.
Niagara retained its 33 1/3% interest in DirectLink Gas Marketing Company ("DirectLink"). Niagara's and DirectLink's
transactions this quarter are described in their financial statements at Item 6.
Upstate Energy Inc. ("Upstate") formed Toro Partner LLC pursuant to Rule 58, and Upstate and Toro Partner LLC acquired Toro
Partners, LP pursuant to Rule 58. Toro Partners, LP engaged in natural gas marketing and related activities through eight wholly
owned limited liability companies.
Roystone Gas Processing Plant ("Roystone") engaged in processing natural gas and selling natural gas liquids during the
quarter.
Seneca Energy II, LLC ("Seneca Energy") and Model City Energy, LLC ("Model City"), each a "qualifying facility" under the
Public Utility Regulatory Policies Act of 1978, as amended, engaged in electric generation activities.
Empire State Pipeline Company LLC ("ESPC") and St. Clair Pipeline Company LLC ("SCPC") each held a 50% joint venture
interest in Empire State Pipeline ("Empire"), which engaged in natural gas transportation activities during the quarter.
ITEM 2 - ISSUANCE OF SECURITIES AND CAPITAL CONTRIBUTIONS
Principal Person to Consideration
Amount of Whom Security Was Collateral Given Received for
Company Issuing Stock Type of Security Issued Security Issue or Renewal Cost of Capital Issued With Security Each Security
SIP Note* $ 100,000 National Fuel Gas
Company
DirectLink No transactions this quarter
Niagara No transactions this quarter
Upstate Note* $47,700,000 National Fuel Gas
Note* $ 400,000 Company
Roystone No transactions this quarter
Seneca Energy No transactions this quarter
Model City No transactions this quarter
Empire No transactions this quarter
Toro Partner LLC LLC membership interest N/A Upstate
Toro Partner LLC Promissory Note $48,000,000 Upstate
* Represents an increase in the principal balance of borrowings from the National Fuel Gas Company System Money Pool as
compared with the balance from the preceding day.
Company Contributing Capital Company Receiving Capital Amount of Capital Contribution
Power Seneca Energy $375,000
ITEM 3 - ASSOCIATE TRANSACTIONS
PART 1 - TRANSACTIONS PERFORMED BY REPORTING COMPANY ON BEHALF OF ASSOCIATE COMPANIES
Reporting Co. Rendering Associate Co. Types of Services Direct Costs Indirect Costs Cost of
Services Receiving Services Rendered Charged Charged Capital Total Amount Billed
Roystone Seneca Resources Natural gas processing $32,530 $0 $0 $32,530
Empire provided regulated natural gas transportation services to its associate companies, National Fuel Gas Distribution Corporation (“Distribution”) and National Fuel Resources, Inc., pursuant to Empire's NYPSC tariff, but such services are “exempted transactions” pursuant to Rule 81 under the Public Utility Holding Company Act of 1935 (17 CFR Sec. 250.81).
PART 2 - TRANSACTIONS PERFORMED BY ASSOCIATE COMPANIES ON BEHALF OF REPORTING COMPANY
Associate Co. Reporting Co. Types of Services Direct Costs Indirect Cost of Capital Total Amount Billed
Rendering Services Receiving Services Rendered Charged Costs
Charged
Supply SIP Managerial, $675 $0 $0 $675
financial, legal
and other similar
services.
Power Seneca Energy Accounting $0 $0 $0 $0
services.
Power Model City Accounting $0 $0 $0 $0
services.
Power Model City Sales brokerage $0 $0 $0 $0
and
administrative
services.
Supply Empire Operational, $130,019 $0 $0 $130,019
maintenance,
administrative
and similar
services.
Distribution Empire Operational, $274,774 $0 $0 $274,774
administrative
and similar
services.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
| Investments in Energy-Related Companies: |
| Confidential Treatment requested pursuant to Rule 104(b) |
| Investments in Gas-Related Companies: |
| Confidential Treatment requested pursuant to Rule 104(b) |
ITEM 5 - OTHER INVESTMENTS
| Major Line of Energy-Related Business | Other Investment in last U-9C-3 Report | Other Investment in This U-9C-3 Report | Reason For Difference in Other Investment |
| NONE |
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
| Balance Sheet for SIP | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for SIP | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Niagara | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement of Niagara | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for DirectLink | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for DirectLink | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Upstate | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for Upstate | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Roystone | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for Roystone | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Seneca Energy | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for Seneca Energy | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Model City | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for Model City | Confidential treatment requested pursuant to Rule 104(b) | ||
| Balance Sheet for Empire | Confidential treatment requested pursuant to Rule 104(b) | ||
| Income Statement for Empire | Confidential treatment requested pursuant to Rule 104(b) |
B. Exhibits:
|
Operating and Maintenance Agreement between Empire State Pipeline and National Fuel Gas Supply Corporation (Confidential treatment requested pursuant to Rule 104(b)): EXHIBIT A |
|
Certificate stating that a copy of the report for the previous quarter has been filed with interested state commissions: EXHIBIT B |
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, National Fuel Gas Company has duly caused this report to be signed and authorized on its behalf by the undersigned.
Dated: August 29, 2003| NATIONAL FUEL GAS COMPANY | |
| By: /s/ James R. Peterson | |
| James R. Peterson | |
| Assistant Secretary | |
NATIONAL FUEL GAS COMPANY
CERTIFICATE
The undersigned certifies that he is the duly designated and acting Assistant Secretary of National Fuel Gas Company, a New Jersey Corporation, and that the report on Form U-9C-3 for the previous quarter was filed with National Fuel Gas Company's interested State Commissions whose names and addresses are listed below:
State of New York Public Service Commission
3 Empire State Plaza
Albany, New York 12223-1350
Pennsylvania Public Utility Commission
P.O. Box 3265
North Office Building
Harrisburg, Pennsylvania 17120
IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of August, 2003.
| /s/ James R. Peterson | |
| James R. Peterson | |
| Assistant Secretary | |