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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1995
REGISTRATION NO. 33-61859
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WASHINGTON NATURAL GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Washington 91-1005303
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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815 Mercer Street, Seattle, Washington 98109
Telephone (206) 622-6767
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES P. TORGERSON MARION V. LARSON
Executive Vice President -- RIDDELL, WILLIAMS, BULLITT &
Chief Administrative Officer WALKINSHAW
WASHINGTON NATURAL GAS COMPANY 1001 Fourth Avenue Plaza
815 Mercer Street Seattle, Washington 98154
Seattle, Washington 98109 Telephone: (206) 624-3600
Telephone: (206) 622-6767
(NAMES AND ADDRESSES OF AGENTS FOR SERVICE)
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Copies to:
DONALD R. CRAWSHAW
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED , 1995
$150,000,000
WASHINGTON NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES C
(A SERIES OF FIRST MORTGAGE BONDS)
DUE AT VARYING MATURITIES
----------------------
Washington Natural Gas Company may from time to time offer a new series of
its first mortgage bonds, designated as Secured Medium-Term Notes, Series C, in
an aggregate principal amount of up to $150,000,000, as described herein. The
Notes will be offered at varying maturities and may be subject to redemption at
the option of the Company prior to maturity. Each Note will bear interest at a
fixed rate to be determined by the Company at or prior to the sale thereof. The
aggregate principal amount, issue price, interest rate, maturity date, and
optional redemption provisions for each Note will be established at the time of
issuance of such Note and will be set forth therein and in a pricing supplement
(a "Pricing Supplement") to this Prospectus. See "Description of First Mortgage
Bonds, Secured Medium-Term Notes, Series C".
Each Note will be issued as either a Book-Entry Note or a Certificated Note,
as set forth in the applicable Pricing Supplement. Book-Entry Notes will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depositary (with respect to its participants) or by such
participants or persons that hold interests through such participants (with
respect to persons other than the Depositary's participants). Holders of
Book-Entry Notes will not be entitled to Certificated Notes except under the
limited circumstances described herein. See "Description of First Mortgage
Bonds, Secured Medium-Term Notes, Series C -- Book-Entry Notes".
Unless otherwise specified in a Pricing Supplement, the authorized
denominations of Notes will be $100,000 and any amount in excess thereof which
is an integral multiple of $1,000.
Interest on each Note will accrue from its date of issuance and will be
payable semi-annually on each December 15 and June 15, and at maturity or upon
earlier redemption.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
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<S> <C> <C> <C>
PRICE TO AGENTS' PROCEEDS TO THE
PUBLIC(1) COMMISSION(2) COMPANY(2)(3)
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Per Note........................ 100% .125%-1.000% 99.000%-99.875%
Total........................... $150,000,000 $187,500-$1,500,000 $148,500,000-$149,812,500
</TABLE>
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(1) The Notes will be sold at 100% of their principal amount except as may be
provided in a Pricing Supplement hereto.
(2) The Company will pay to Goldman, Sachs & Co.; Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated; or Smith Barney Inc. (each, an
"Agent" and collectively, the "Agents"), a commission in the form of a
discount, ranging from .125% to 1.000% of the principal amount of any Note
sold through such Agent, depending upon the maturity of the Note. The
Company may also sell the Notes to any Agent for its own account or for
resale to one or more investors or other purchasers at varying prices
relating to prevailing market prices at the time of resale, as determined by
such Agent. See "Plan of Distribution of the Notes".
(3) Before deducting other expenses payable by the Company, estimated to be
$360,000 (including reimbursement of certain of the Agents' expenses). The
Company has agreed to indemnify each Agent against certain liabilities,
including liabilities under the Securities Act of 1933.
------------------------
The Notes are being offered on a continuous basis by the Company through the
Agents, each of whom has agreed to use its reasonable efforts to solicit offers
to purchase such Notes. In addition, the Notes may be sold to any Agent, as
principal, for resale to investors or other purchasers. The Notes will not be
listed on any securities exchange, and there can be no assurance that all or any
portion of the Notes offered hereby will be sold or that there will be a
secondary market for any of the Notes. The Company reserves the right to
withdraw, cancel or modify the offer made hereby without notice. The Company or
the Agent who solicits any offer may reject such offer in whole or in part. See
"Plan of Distribution of the Notes".
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SMITH BARNEY INC.
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The date of this Prospectus is September , 1995.
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus or any Pricing Supplement and,
if given or made, such information or representation must not be relied upon as
having been authorized. This Prospectus and any Pricing Supplement do not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
------------------------
AVAILABLE INFORMATION
Washington Natural Gas Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information on file can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C.;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois; and 7
World Trade Center, Suite 1300, New York, New York. Copies of this material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission pursuant to
the Exchange Act by the Company (File No. 001-11271), are hereby incorporated
herein by reference as of their dates:
(a) The Annual Report on Form 10-K for the fiscal year ended September
30, 1994.
(b) Quarterly Report on Form 10-Q for the quarter ended December 31,
1994.
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(d) Quarterly Report on Form 10-Q, as amended by Form 10-Q/A, for the
quarter ended June 30, 1995.
(e) Current Reports on Form 8-K dated November 8, 1994, February 2,
March 8, May 2, May 15, May 17 and August 11, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering or offerings of the first mortgage bonds, designated
as Secured Medium-Term Notes, Series C (the "Notes") offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the written
or oral request of any such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be directed to James P. Torgerson, Executive Vice President-Chief Administrative
Officer, by mail at Washington Natural Gas Company, P.O. Box 1869, 815 Mercer
Street, Seattle, Washington 98111, or by telephone at (206) 622-6767.
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<PAGE> 4
THE COMPANY
GENERAL
Washington Natural Gas Company, a Washington corporation, is a wholly-owned
subsidiary of Washington Energy Company, a Washington corporation. The Company
is engaged in the retail distribution and sale of natural gas to more than
465,000 customers in the Puget Sound area of the State of Washington. The
Company's executive office is located at 815 Mercer Street, Seattle, Washington
98109. The telephone number is (206) 622-6767.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company for the fiscal years
ending September 30, 1994, 1993, 1992, 1991 and 1990, were 0.54, 2.10, 1.61,
2.67 and 2.18, respectively, and for the nine months and twelve months ending
June 30, 1995, were 2.82 and 1.89, respectively. For the purpose of computing
the Company's ratios of earnings to fixed charges, "earnings" are defined as the
sum of the Company's net income from continuing operations, federal income taxes
and fixed charges. "Fixed charges" consist of interest on debt, amortization of
debt premium, discount and expense, and such portion of rentals as are estimated
to be representative of the interest factor in the particular case.
USE OF PROCEEDS
The net proceeds to be received by the Company from time to time from the
issuance and sale of the Notes will initially become part of the general funds
of the Company and will be used to repay all or a portion of the Company's
outstanding short-term borrowings incurred for the Company's construction
program or for sinking fund redemptions on, or payments due on maturity of, its
long-term debt securities and for other corporate purposes.
As of June 30, 1995, the Company had $10 million of short-term debt
outstanding at market rates and $330.2 million of long-term debt outstanding
consisting of first mortgage bonds maturing between 1995 and 2022, and bearing
interest rates ranging from 6.07% to 10.25%. Sinking fund requirements and
maturities of the Company's outstanding first mortgage bonds aggregate $65.3
million for the period July 1, 1995 through September 30, 1997.
The Company's construction program is primarily related to the addition of
new customers to the gas distribution system. Capital expenditures for the
fiscal years ending September 30, 1995 through September 30, 1997 are estimated
at approximately $80 million to $90 million each fiscal year, assuming the
average number of the Company's customers continues to grow at the rate of
approximately 4% per year.
DESCRIPTION OF FIRST MORTGAGE BONDS,
SECURED MEDIUM-TERM NOTES, SERIES C
The Notes are to be issued under an Indenture of First Mortgage (the
"Indenture") between the Company and Harris Trust and Savings Bank, Chicago,
Illinois, as trustee (the "Trustee"), dated as of April 1, 1957, as supplemented
and modified by twenty-nine supplemental indentures heretofore executed by the
Company, or its predecessor company, Washington Natural Gas Company, a Delaware
corporation, and as supplemented by a thirtieth supplemental indenture, dated as
of August 15, 1995 (the "Thirtieth Supplemental Indenture") (the Indenture as so
supplemented being referred to as the "Mortgage").
As described herein, first mortgage bonds, including the Notes now or
hereafter issued under the Mortgage, are sometimes referred to as the "Bonds".
The statements herein concerning the Notes, the Bonds and the Mortgage are
summaries, do not purport to be complete and are qualified in their entirety by
express reference to the Bonds and to the instruments constituting the Mortgage,
which are filed as
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exhibits to the registration statement of which this Prospectus is a part.
Reference is also made to the Mortgage for further information including
definitions of certain terms used herein. References herein to sections and
articles are to sections and articles of the Indenture unless otherwise
specified.
GENERAL DESCRIPTION OF THE NOTES
The Notes are limited to an aggregate principal amount of $150,000,000. The
Notes are to be issued as a series of Bonds under the Mortgage. The Notes will
be equally and ratably secured with other Bonds issued or to be issued under the
Mortgage.
Each Note will be issued initially as either a Global Note (as defined
below) or a Certificated Note, in either case in fully registered form without
coupons. Except as set forth below under the caption "Book-Entry Notes", holders
of Book-Entry Notes will not be entitled to individual Certificated Notes. See
"Book-Entry Notes".
The Notes will be offered on a continuous basis with varying maturities as
selected by the purchaser and agreed to by the Company. The Notes may be subject
to redemption prior to maturity at the price or prices specified in the
applicable Pricing Supplement. Each Note will bear interest at a fixed rate
specified in the applicable Pricing Supplement.
Unless otherwise specified in a Pricing Supplement, the authorized
denominations of the Notes will be $100,000 and any amount in excess thereof
which is an integral multiple of $1,000.
The Pricing Supplement relating to each Note will describe the following
terms: (1) the price (expressed as a percentage of the aggregate principal
amount thereof) at which such Note will be issued (the "Issue Price"); (2) the
date on which such Note will be issued (the "Original Issue Date"); (3) the date
on which such Note will mature (the "Maturity Date"); (4) the rate per annum at
which such Note will bear interest; and (5) provisions, if any, relating to the
optional redemption of such Note prior to the Maturity Date.
PAYMENT OF PRINCIPAL AND INTEREST ON THE NOTES
Until the Notes are paid or payment thereof is provided for, the Company
will, at all times, maintain a paying agent for the Notes. The Company has
initially appointed Harris Trust and Savings Bank, Chicago, Illinois, as its
Paying Agent. The Company will notify the holders of the Notes in accordance
with the Mortgage of any change in the Paying Agent or its address. Unless
otherwise specified in the applicable Pricing Supplement, principal and any
premium and interest payable at maturity or upon earlier redemption in respect
of any Note will be paid in immediately available funds upon surrender of such
Note at the office of the Paying Agent.
Any payment required to be made in respect of a Note on a date that is not
a business day need not be made on such date, but may be made on the next
succeeding business day with the same effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment.
Each Note will bear interest from its Original Issue Date at the rate per
annum stated on the face thereof until the principal amount thereof is paid or
made available for payment. Interest on each Note will be payable semi-annually
on each December 15 and June 15 (each an "Interest Payment Date") and at
maturity or upon earlier redemption; provided, however, that the first payment
of interest on any Note with an Original Issue Date between a Record Date (as
defined below) and an Interest Payment Date will be made on the second
succeeding Interest Payment Date after the Original Issue Date. Each payment of
interest on an Interest Payment Date shall include interest accrued to but
excluding such Interest Payment Date.
Interest payable on any Interest Payment Date will be paid to the person in
whose name a Note is registered at the close of business on the Record Date next
preceding such Interest Payment Date and shall be computed on the basis of a
360-day year of twelve 30-day months; provided, however, that interest payable
at maturity or upon earlier redemption will be payable to the person to whom
principal shall be payable. The "Record Date" with respect to any Interest
Payment Date shall mean (a) the close of business on the November 30 next
preceding a December 15 Interest Payment Date or the May 31
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next preceding a June 15 Interest Payment Date as the case may be (or the
preceding business day if a holiday or other day on which the principal
corporate trust office of the Trustee is closed), or (b) in case of failure by
the Company to pay interest when due, a subsequent record date fixed by the
Company, by not less than 10 days' written notice to Bondholders, which is not
more than 30 days or less than 5 days prior to the date fixed for the payment of
such interest, for determination of holders entitled to payment of such
interest; provided, however, that such provision for establishment of a
subsequent record date shall in no way affect the rights of Bondholders or of
the Trustee consequent on any default.
REDEMPTION AND REPURCHASE OF THE NOTES
The Pricing Supplement relating to each Note will indicate whether and
under what circumstances such Note will be redeemable by the Company prior to
maturity and the redemption price or prices including premiums, if any,
applicable thereto. The Notes will not be subject to any sinking fund
requirements. The Company may redeem any of the Notes which by their terms are
redeemable either in whole or, from time to time, in part. If less than all of
the Notes with like tenor and terms are to be redeemed, the principal amount of
Notes to be redeemed shall be prorated in units of $100,000 each among the
holders of the Notes in the proportion that their respective holdings bear to
the aggregate principal amount of Notes outstanding on the date of selection
(Section 1.02 of the Thirtieth Supplemental Indenture).
The Notes must be redeemed as a whole at 100% of the principal amount
thereof, plus interest accrued thereon to the redemption date, by application of
cash deposited with the Trustee in connection with the sale or taking of all or
substantially all of the property of the Company by or pursuant to the direction
of any governmental entity (Sections 7.04 and 8.05 of the Indenture and Section
1.02 of the Thirtieth Supplemental Indenture).
The Notes may also be redeemed as a whole at any time, or in part from time
to time, at the option of the Company, upon payment of 100% of the principal
amount thereof, without premium, plus interest accrued thereon to the redemption
date, through the application of cash transferred to the Trustee for deposit
into the renewal fund established under the Mortgage (Section 4.04 of the
Indenture and Sections 1.02 and 1.03 of the Thirtieth Supplemental Indenture).
In the case of any redemption of Notes, notice thereof shall be given by
the Trustee to the holders of the Notes being redeemed not less than 30 days nor
more than 60 days prior to the date of such redemption.
The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may be held or resold or, at the
discretion of the Company, may be surrendered to the Trustee for cancellation.
DIVIDEND RESTRICTIONS
So long as any of the Notes remain outstanding the Company shall not
directly or indirectly (1) declare or pay any dividend (other than dividends
payable in Common Stock of the Company) or declare or make any other
distribution on any shares of its Common Stock, or (2) make, or permit any
subsidiary to make, any expenditures for the purchase, redemption or other
retirement for a consideration of any shares of capital stock of the Company
(other than in exchange for, or from the net cash proceeds of, other new shares
of capital stock of the Company and other than any shares of any class of stock
ranking as to dividends or assets prior to the Common Stock of the Company
required to be purchased, redeemed or otherwise retired for any sinking fund or
purchase fund for such class of stock), if the aggregate amount of all such
dividends, distributions and expenditures made since September 30, 1994, would
exceed the aggregate amount of the net income of the Company accumulated after
September 30, 1994, plus the sum of $20,000,000. The Company also will not,
directly or indirectly, reclassify or otherwise convert its Common Stock into
any stock preferred over Common Stock as to dividends or upon liquidation
(Section 1.04 of the Thirtieth Supplemental Indenture).
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BOOK-ENTRY NOTES
Notes may be issued as one or more global notes (each a "Global Note") each
of which will be deposited with, or on behalf of, The Depository Trust Company,
New York, New York ("DTC") or such other depositary as is specified in the
Pricing Supplement (the "Depositary") relating to such Notes, and registered in
the name of a nominee of the Depositary. Beneficial interests in such Global
Note are referred to herein as "Book-Entry Notes".
All Book-Entry Notes having the same Original Issue Date, Maturity Date,
redemption provisions, and interest rate will be represented by a single Global
Note. Book-Entry Notes will not otherwise be issuable in definitive form.
Upon the issuance of a Global Note, the Depositary for such Global Note or
its nominee will credit the accounts of persons held with it with the respective
principal amounts of the Book-Entry Notes represented by such Global Note. Such
amounts shall be designated by the Agents with respect to such Book-Entry Notes.
Ownership of Book-Entry Notes will be limited to persons that have accounts with
the Depositary or its nominee ("participants") or persons that may hold such
Book-Entry Notes through participants. Ownership of Book-Entry Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary or its nominee (with respect to
participants) and on the records of participants (with respect to persons other
than participants). The laws of some states may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer ownership of Book-Entry
Notes.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of such Global Note, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of such Global Note for
all purposes under the Mortgage. Except as provided below, owners of Book-Entry
Notes will not be entitled to have Notes registered in their names, will not
receive or be entitled to receive physical delivery of Notes in definitive form,
will not be given notices by the Trustee and will not be considered the owners
or holders thereof under the Mortgage. DTC will be expected to forward (or cause
to be forwarded) any notice given to registered owners of the Notes by the
Trustee to the participants by DTC's usual procedures, and as appropriate such
participants may forward (or cause to be forwarded) the notices to the owners of
the Book-Entry Notes.
Principal, premium, if any, and interest payments on Book-Entry Notes
represented by a Global Note registered in the name of a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of such Global Note.
Neither the Company, the Trustee, any authenticating agent nor any paying
agent will have any responsibility or liability for any aspect of the records or
notices relating to, or payments made on account of, Book-Entry Notes or for
maintaining, supervising or reviewing any records relating to such Book-Entry
Notes.
For every transfer and exchange of Global Notes, the owners of the related
Book-Entry Notes may be charged a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto. The Company, the
Trustee and the Paying Agent cannot and do not give any assurances that DTC or
any other Depositary, the participants or others will distribute payments in
respect of Global Notes paid to DTC, any other Depositary or their respective
nominees, as the registered owners of such Global Notes, or give any redemption
or other notices, to the owners of Book-Entry Notes, or that they will do so on
a timely basis or that DTC or any other Depositary will serve and act in the
manner described in this Prospectus.
If a Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company shall execute and the Trustee, upon receipt of the Company
order for the authentication and delivery of Notes, shall authenticate and
deliver, Certificated Notes in exchange for outstanding Global Notes registered
in the name of such Depositary. Such Certificated Notes shall have the same
Original Issue Date, Maturity Date, interest rate,
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redemption provisions and all other terms as, and shall be in an aggregate
principal amount equal to the principal amount of, the Global Note in exchange
for which such Certificated Notes are being issued. Certificated Notes issued in
exchange for a Global Note shall be registered in such names and in such
authorized denominations as the Depositary for such Global Note, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee will deliver such authenticated Certificated
Notes to the Depositary for delivery to the persons in whose names such
Certificated Notes are so registered, or if the Depositary shall refuse or be
unable to deliver such Notes, the Trustee will deliver such Notes to the persons
in whose names such Notes are registered, unless otherwise agreed upon between
the Trustee and the Company. In any such instance, an owner of a beneficial
interest in such a Global Note will be entitled to physical delivery in
definitive form of Certificated Notes equal in principal amount to such
beneficial interest and to have such Certificated Notes registered in its name.
Further, if at any time the Company agrees with respect to any Book-Entry Notes,
an owner of Book-Entry Notes may, on terms acceptable to the Company and the
Depositary, receive Certificated Notes in definitive form in lieu of such
Book-Entry Notes.
DTC has advised the Company and the Agents as follows:
DTC will act as depositary for the Global Notes. The Global Notes will
be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee).
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need
for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
Purchases of Book-Entry Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Book-Entry
Notes on DTC's records. The ownership interest of each actual purchaser of
each Book-Entry Note ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Book-Entry
Notes are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Global Notes, except
in the event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Global Notes deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Global Notes with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the
Book-Entry Notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Book-Entry Notes are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
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Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Global
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Book-Entry Notes are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Global Notes will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment
on the payable date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Trustee, or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the
Company or the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depositary
with respect to the Global Notes at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, in the event that a
successor securities depositary is not obtained, Certificated Notes are
required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depositary). In that
event, Certificated Notes will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC and is believed by the Company to be reliable. The
Company takes no responsibility, however, for the accuracy thereof.
DESCRIPTION OF MORTGAGE
In addition to the information concerning the Notes described above under
the heading "DESCRIPTION OF FIRST MORTGAGE BONDS, SECURED MEDIUM-TERM NOTES,
SERIES C", the following information is applicable to the Notes as well as to
all other Bonds.
RENEWAL FUND
The Company will pay cash and/or deliver Bonds (taken at the principal
amount thereof) to the Trustee for deposit into a renewal fund on or before May
1 of each calendar year in an amount equal to the greater of,
(a) The aggregate amount of the minimum provision for depreciation
(i.e., an amount computed at the rate of 2% per annum, or such other rate
as may be permitted or required by the Washington Utilities and
Transportation Commission, currently 3.6% per annum, of the book value of
depreciable gas utility property subject to the lien of the Mortgage and
not to prior liens) from March 1, 1957, to the end of the next preceding
calendar year, or
(b) The aggregate amount of retirements for the same period,
8
<PAGE> 10
in excess of the greater of,
(c) The aggregate amounts for the minimum provision for depreciation
or retirements, whichever is greater, shown in the next preceding Renewal
Fund certificate filed with the Trustee pursuant to the requirements of
Section 4.04 of the Mortgage, or
(d) The aggregate amounts for the minimum provision for depreciation
or retirements, whichever is greater, shown in the latest certificate of
available net additions delivered to the Trustee pursuant to Section 2.01
of the Indenture,
less the aggregate amount of Bonds retired by sinking fund operations, not
theretofore used as a credit on account of the Renewal Fund in previous Renewal
Fund certificates. The Renewal Fund obligation may be satisfied in whole or in
part by credits consisting of unfunded property additions and/or unfunded Bond
credits.
Any cash deposited in the Renewal Fund, if and to the extent that the
Company at the time does not have property additions available for use as a
credit to satisfy such Renewal Fund obligation, may, upon the written order of
the Company, be applied by the Trustee to the redemption of Notes and
substantially all other Bonds or, if not so applied pursuant to the provisions
of the Mortgage, to the retirement of Bonds.
SECURITY AND PRIORITY
The Notes will be secured equally and ratably with all other Bonds issued
under the Mortgage by a valid and direct first Mortgage lien on all "gas utility
property" of the Company. As defined in the Mortgage, "gas utility property"
includes property owned and subsequently acquired by the Company which is
located in the State of Washington or any contiguous state and which is used by
or useful to the Company in the business of furnishing, purchasing, storing,
manufacturing, utilizing, transmitting, supplying, liquefying, distributing
and/or disposing of gas, whether manufactured, natural or liquefied petroleum
gases or a mixture of any of these, for heat, light, power, or refrigeration or
any other use, or in any business which is incidental thereto, including,
without limiting the generality of the foregoing, all properties necessary or
appropriate for furnishing, purchasing, storing, manufacturing, utilizing,
transmitting, supplying, liquefying, distributing, and/or disposing of gas,
together with betterments, improvements, additions, replacements, or alterations
of, upon and to such property of the Company and equipment and appliances
installed as a part of the operating property of the Company. The term "gas
utility property" does not include property excepted from the lien of the
Mortgage (further described below), gas rights in and under oil and/or gas
leases and rights and interests or royalties therein, all gas acreage and all
equipment, appliances and other property used for the drilling for and
production of natural gas, including rigs, drilling and cleaning equipment and
all pipe, casing, tubing and other materials in the gas wells inclusive of the
outlet valve connecting with the transmission system (Section 1.27). The direct
first Mortgage lien attaches to (i) substantially all of the properties (real,
personal and mixed) and franchises, permits and similar rights now owned or
hereafter acquired by the Company, and all renewals, replacements, additions,
improvements, developments, extensions and enlargements hereafter made,
constructed or acquired by the Company to, of or upon any or all such property,
and all property used thereby or useful therefor or incidental thereto or
connected therewith now or at any time hereafter subject to the lien of the
Mortgage, subject, however, to permitted encumbrances (Granting Clause VI and
Section 1.39) and certain minor exceptions (none of which permitted encumbrances
or minor exceptions, in the opinion of the Company, materially interferes with
the conduct of its business or materially affects the holders of the Bonds) and
(ii) the Company's gas purchase contracts (Section 9.14 of the Indenture and
Article Two of the Seventh Supplemental Indenture).
The term "permitted encumbrances" means any of the following: (1) liens for
taxes, assessments or governmental charges for the current year or not then
delinquent; liens for workmen's compensation awards and mechanics', laborers',
materialmen's and similar liens not then delinquent; and liens whose validity
the Company is contesting in good faith by appropriate legal proceedings, as
long as no forfeiture of any part of the trust estate results therefrom; (2)
liens and charges incidental to construction or
9
<PAGE> 11
current operations which have not been asserted or the payment of which has been
adequately secured or which, in the opinion of counsel, are insignificant in
amount; (3) liens existing, securing obligations neither assumed by the Company
nor on account of which it customarily pays interest directly or indirectly,
upon or relating to real estate acquired by the Company for substation or
compressor station purposes, or transmission, distribution or other right-of-way
purposes; (4) any right which the United States of America or any municipal or
governmental body or agency may have by virtue of any franchise, license,
contract or statute to recapture or to purchase, or designate a purchaser of, or
order the sale of any property of the Company upon payment of reasonable
compensation therefor, or to terminate any franchise, license or other rights
before the expiration date thereof or to regulate the property and business of
the Company; (5) any lien of judgments covered by insurance, or upon appeal and
covered by supersedeas bond, or if not so covered not exceeding $200,000 in the
aggregate amount; (6) easements or reservations in respect of any property of
the Company for the purpose of roads, pipe lines, gas transmission and
distribution lines or other rights-of-way, zoning ordinances, regulations,
reservations, restrictions, covenants, party wall agreements, conditions of
record and other encumbrances (other than to secure the payment of money), none
of which in the opinion of counsel interfere with the proper operation and
development of the property affected thereby; (7) any lien or encumbrance,
moneys sufficient for the discharge of which have been deposited in trust with
irrevocable authority to the trustee to apply such money to the discharge of
such lien or encumbrance to the extent required for such purpose; (8) any
exceptions described in the legal description of the mortgaged property
originally conveyed to the Trustee under the Indenture, and, with respect to any
property acquired subsequent thereto, any terms, conditions, agreements,
covenants, exceptions and reservations which, in the opinion of counsel, will
not materially adversely affect the trust estate or the operation thereof by the
Company; (9) any lien reserved as security for rent or for compliance with other
provisions of the lease in the case of any leasehold estate; and (10) the lien
of the Mortgage (Section 1.39).
The Mortgage permits the Company to acquire gas utility property subject to
prior liens, but such property shall not be deemed to be "property additions"
under the Mortgage unless and until such prior lien is paid. At such time as
title to such property shall vest in the Company free and clear of such prior
lien, then such property shall be subject to the lien of the Mortgage as a first
mortgage, subject only to the permitted encumbrances and minor exceptions
referred to above (Sections 1.28, 9.07 and 9.10). The Mortgage requires that
there shall be subjected to the lien thereof (except as to property of the
character expressly excepted and subject to certain limitations in cases of
mergers and consolidations) all property which the Company may hereafter acquire
(Granting Clauses and Sections 9.06 and 14.04).
At June 30, 1995, the Company had total assets of $878,640,000, of which
approximately 87% was comprised of "gas utility property" subject to the lien of
the Mortgage.
Notwithstanding the foregoing, there are excepted from the lien of the
Mortgage (1) cash, contracts (except contracts for the purchase of natural gas),
shares of stock, bonds, notes, evidences of indebtedness and other securities,
bills, notes and accounts receivable, other choses in action, conditional sales
contracts or agreements and appliance rental or lease agreements (other than any
of the foregoing which are by the express provisions of the Mortgage subjected
or required to be subjected to the lien thereof), (2) all gas or liquid
hydrocarbons in pipelines and in storage, (3) all equipment, pipe, materials and
supplies not installed as part of the fixed property of the Company, including
materials held for consumption in the Company's business, and supplies acquired
by the Company for use in the ordinary course and conduct of its business, (4)
all goods, wares, merchandise, appliances, gas and other products manufactured,
generated, produced, purchased or acquired for the purpose of sale, lease or
distribution in the ordinary course of business, and gas, oil, coal and other
minerals and other products, fuel and other personal property which are
consumable (otherwise than by ordinary wear
10
<PAGE> 12
and tear) in their use in the operation of the plants or systems of the Company,
(5) timber, oil, gas and other minerals lying or being on, within or under any
land subject to the lien of the Mortgage, (6) office furniture, equipment and
supplies, (7) aircraft, automobiles, trucks and similar vehicles together with
all equipment necessary to the operation and maintenance thereof, (8) the last
day of the term of each leasehold estate, whether falling within a general or
particular description of property in the Mortgage, (9) all leasehold interests,
permits, licenses, franchises and rights which are intended by the Mortgage to
be granted, conveyed, mortgaged, pledged, transferred or assigned, but as to
which grant, conveyance, mortgage, pledge, transfer or assignment (A) a consent
from another party is required and such consent is not, after reasonable effort,
secured, or (B) the Trustee would be subjected to a liability not otherwise
contemplated by the provisions of the Mortgage, (10) all other property which is
not gas utility property (unless specifically subjected or required to be
subjected to the lien of the Mortgage), and (11) all property owned by a
successor corporation immediately prior to the time of any consolidation,
merger, sale, conveyance or transfer of the Company's property to such successor
corporation, and/or any property owned by any other corporation merged or
consolidated into or with, or the property of other corporations which is sold,
conveyed or transferred to, such successor corporation, and/or property
thereafter acquired by the successor corporation, except substitutions,
replacements, additions, betterments, developments, extensions and enlargements
to, of or upon the property owned by the Company at the time of such
consolidation, merger, sale, conveyance or transfer (Granting Clauses and
Article XIV).
ISSUANCE OF ADDITIONAL BONDS AND WITHDRAWAL OF CASH DEPOSITED AGAINST SUCH
ISSUANCE
The principal amount of Bonds issuable under the Mortgage is not limited
except as restricted by provisions of the Mortgage or by law (Section 3.01).
Bonds may be issued in an aggregate principal amount not exceeding (1) 60% of
the amount of unfunded net additions being funded as the basis thereof (Section
5.03); (2) an amount of cash deposited with the Trustee equal to the aggregate
principal amount of the Bonds to be issued (Section 5.04); and/or (3) 100% of
unfunded Bond credits being funded as the basis thereof (Section 5.05). With
certain exceptions, the issuance of Bonds is subject to net earnings available
for interest being at least 2.0 times the aggregate of the annual interest
requirements on all Bonds and prior lien indebtedness to be outstanding (Section
1.41) and 1.75 times the aggregate of the annual interest charges on all
indebtedness of the Company to be outstanding immediately after such incurrence
(Section 1.05 of the Thirtieth Supplemental Indenture). Cash deposited with the
Trustee is withdrawable in an amount up to, but not exceeding 60% of unfunded
net additions in the case of moneys on deposit with the Trustee for the purpose
described in clause (2) of this paragraph, and 100% of the amount of unfunded
net additions being funded for such purpose, in the case of any other trust
moneys, and 100% of unfunded Bond credits being funded for such purpose
(Sections 8.02 and 8.03).
The amount of unfunded net additions available for the issuance of Bonds,
as of June 30, 1995, was $143,179,000.
MODIFICATIONS OF MORTGAGE
The Company and the Trustee with the consent of the holders of 66 2/3% of
the principal amount of Bonds outstanding, including 66 2/3% of each series
affected, may enter into supplemental indentures modifying the Mortgage;
provided, however, that no such supplemental indenture shall (1) without the
consent of the holder of each Bond affected, extend the maturity of, reduce the
rate or extend the time of payment of interest on, reduce the amount of
principal of or reduce any premium payable on redemption of, the Bonds or (2)
without the consent of the holders of all Bonds outstanding, permit the creation
of any lien, not otherwise permitted, prior to or on a parity with the lien of
the Mortgage, or alter the equal and proportionate security afforded by the lien
of the Mortgage or reduce the number or percentage of
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<PAGE> 13
the principal amount of Bonds the consent of the holders of which is required to
approve any supplemental indenture (Section 18.02).
THE TRUSTEE
The direction of the holders of not less than a majority in aggregate
principal amount of the Bonds outstanding is necessary to (1) require the
Trustee to proceed to enforce the lien of the Mortgage (in the case of an event
of default), either by suit at law or in equity for the enforcement of the
payment of the Bonds then outstanding and for the foreclosure of the Mortgage
and for the sale of the trust estate under the judgment or decree of a court of
competent jurisdiction, or at the election of the Trustee by exercise of its
powers with respect to entry or sale, and (2) direct and control the time,
method and place of conducting any and all proceedings for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee
under the Mortgage, but under certain circumstances the Trustee is not required
to act if it shall be advised by counsel that the action or proceeding so
directed may not be lawfully taken or if the Trustee in good faith shall by
responsible officers determine that the action or proceeding so directed would
involve it in personal liability or be unjustifiably prejudicial to the non-
assenting Bondholders, or that the Trustee will not be sufficiently indemnified
for any expenditures in such action or proceeding (Section 12.20).
DEFAULTS AND NOTICE
An event of default under the Mortgage is defined as (1) failure to pay the
principal and premium when due in respect of any Bond, (2) failure to pay
interest on any Bond for 10 days after becoming due, (3) failure to satisfy any
sinking, renewal, improvement, maintenance or depreciation fund obligation for
30 days after such obligation shall have become due, (4) failure for 30 days
after notice to observe other covenants, agreements or conditions contained in
the Mortgage or in any of the Bonds, (5) filing by the Company of a petition in
bankruptcy or for reorganization or for an arrangement or any composition,
readjustment, liquidation, dissolution or similar relief pursuant to federal
bankruptcy law or the law of any other jurisdiction, or the consent by the
Company to the appointment of or taking possession by a receiver, or other
similar official, of the Company or of all or any substantial part of its
property, or the making by the Company of an assignment for the benefit of its
creditors, or the admission by the Company in writing of its inability to pay
its debts generally as they become due or the taking by the Company of any
corporate action in furtherance of the foregoing, (6) filing of a petition or
answer proposing the adjudication of the Company as a bankrupt or its
reorganization or arrangement, or any composition, readjustment, liquidation,
dissolution or similar relief with respect to the Company pursuant to the
federal bankruptcy law or the law of any other jurisdiction, and the consent by
the Company to, or acquiescence by the Company in the filing thereof, or the
failure of such petition or answer to be discharged or denied within 60 days
after the filing thereof, (7) rendering by a court of a decree or order (i) for
the appointment of a receiver or similar official of the Company or of all or
any substantial part of its property, or for winding up or liquidation of its
affairs, and such decree is undischarged and unstayed for a period of 60 days,
or (ii) for the sequestration or attachment of any property of the Company
without its return to the possession of the Company or its release within 60
days thereafter, (8) failure to pay any part of the principal of, premium, if
any, or interest on, or any other payment of money due under any indebtedness
(other than the Bonds) of the Company in an aggregate outstanding amount of
$500,000 or more, or the failure by the Company to perform or observe any other
agreement, term or condition contained in any document evidencing or securing
such indebtedness, if the effect of such failure is to cause, or to permit the
holders of such indebtedness to cause, or permit any other party to such
indebtedness to cause, any payment in respect of such indebtedness to become due
prior to its due date, and (9) rendering of a judgment against the Company in
excess of $100,000 for any obligation of the Company and its continuance
unsatisfied or unstayed for 90 days (Section 12.01 and Article IV of the
Twenty-second Supplemental Indenture).
The Mortgage does not require the filing with the Trustee of any periodic
evidence as to the absence of default or as to compliance with the terms of the
Mortgage.
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<PAGE> 14
REPORTS
The Mortgage requires periodic inspection and reports by an independent
engineer as to maintenance of all property subject to the lien of the Mortgage
(Section 9.08).
The Company is required to file with the Trustee annual statements of
income and earned surplus and balance sheets certified by an independent public
accountant or firm of independent accountants not later than 120 days after the
expiration of each fiscal year (Section 9.13).
PLAN OF DISTRIBUTION OF THE NOTES
The Notes are being offered on a continuous basis by the Company through
Goldman, Sachs & Co.; Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated; and Smith Barney Inc. (each, an "Agent", and collectively, the
"Agents"), each of whom has agreed to use its reasonable efforts to solicit
offers to purchase the Notes. The Company will pay each Agent a commission of
.125% to 1.000% of the principal amount of each Note sold through such Agent,
depending upon the maturity of the Note. The Company may sell Notes to any of
the Agents acting as principal, at a negotiated discount for resale to investors
or other purchasers at varying prices related to prevailing market prices at the
time of resale, to be determined by such Agent or, if so agreed, at a fixed
public offering price. The Company has agreed to reimburse the Agents for
certain expenses in connection with the offering of the Notes.
The Company will have the sole right to accept offers to purchase Notes and
may reject any proposed purchase of Notes in whole or in part. The Agents will
have the right, in their discretion reasonably exercised, to reject in whole or
in part any offer to purchase Notes received by them. The Company reserves the
right to withdraw, cancel or modify the offer without notice.
In addition, the Agents may offer Notes they have purchased as principal to
other dealers. The Agents may sell Notes to any dealer at a discount and, unless
otherwise specified in an applicable Pricing Supplement, such discount allowed
to any dealer will not be in excess of the discount to be received by such Agent
from the Company. Unless otherwise indicated in an applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by such
Agent at a price equal to 100% of the principal amount thereof less a percentage
equal to the commission applicable to any agency sale of a Note of identical
maturity, and may be resold by the Agent to investors and other purchasers from
time to time as described above. After the initial public offering of Notes to
be resold to investors and other purchasers, the public offering price (in the
case of a fixed price public offering), concession and discount may be changed.
Payment of the purchase price of the Notes will be required to be made in
immediately available funds in New York, New York on the date of settlement.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. The Company has agreed to indemnify the
Agents against certain liabilities, including liabilities under such Act, or to
contribute to payments the Agents may be required to make in respect thereof.
Each of the Agents may from time to time purchase and sell Notes in the
secondary market, but is not obligated to do so, and there can be no assurance
that there will be a secondary market for the Notes or liquidity in the
secondary market if one develops. From time to time, each of the Agents may make
a market in the Notes. The Notes will not be listed for trading on any
securities exchange.
The Agents and affiliates thereof engage in transactions with and perform
services for the Company in the ordinary course of business.
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<PAGE> 15
VALIDITY OF THE NOTES
The validity of the Notes to be offered will be passed upon for the Company
by Riddell, Williams, Bullitt & Walkinshaw, Seattle, Washington, and for the
Agents by Sullivan & Cromwell, New York, New York. Sullivan & Cromwell will rely
as to all matters of Washington law upon the opinion of Riddell, Williams,
Bullitt & Walkinshaw. The opinions of Riddell, Williams, Bullitt & Walkinshaw
and Sullivan & Cromwell will be conditioned upon, and subject to certain
assumptions regarding, future action required to be taken by the Company and the
Trustee in connection with the issuance and sale of any particular Note, the
specific terms of Notes and other matters which may affect the validity of Notes
but which cannot be ascertained on the date of such opinions.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended September 30, 1994, incorporated by
reference in this prospectus, and the financial statements from which the
five-year selected financial data included in that Annual Report have been
derived, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto. Such financial
statements, schedules and five-year selected financial data incorporated in this
prospectus have been incorporated by reference herein in reliance upon the
authority of said firm as experts in matters of accounting and auditing in
giving said report.
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<PAGE> 16
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS (INCLUDING ANY ACCOMPANYING PRICING SUPPLEMENT) IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OF THE AGENTS. THIS PROSPECTUS (INCLUDING ANY ACCOMPANYING PRICING
SUPPLEMENT) DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS (INCLUDING ANY
ACCOMPANYING PRICING SUPPLEMENT) NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Company.......................... 3
Ratio of Earnings to Fixed Charges... 3
Use of Proceeds...................... 3
Description of First Mortgage Bonds,
Secured Medium-Term Notes, Series
C.................................. 3
Description of Mortgage.............. 8
Plan of Distribution of the Notes.... 13
Validity of the Notes................ 14
Experts.............................. 14
</TABLE>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
$150,000,000
WASHINGTON NATURAL
GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES C
(A SERIES OF FIRST MORTGAGE BONDS)
DUE AT VARYING MATURITIES
FROM DATE OF ISSUE
-----------------------
PROSPECTUS
-----------------------
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SMITH BARNEY INC.
------------------------------------------------------
------------------------------------------------------
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Washington
Natural Gas Company has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 28th day of
August, 1995.
WASHINGTON NATURAL GAS COMPANY
By WILLIAM P. VITITOE*
------------------------------------
(William P. Vititoe,
Chairman of the Board,
President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------------- ---------------------------- ----------------
<S> <C> <C>
WILLIAM P. VITITOE* Chairman of the Board of August 28, 1995
---------------------------------------------- Directors (Principal
William P. Vitotoe Executive Officer),
President and Director
JAMES P. TORGERSON* Executive Vice President -- August 28, 1995
---------------------------------------------- Chief Administrative
James P. Torgerson Officer (Principal
Financial Officer)
ALLYN P. HEBNER* Vice President and August 28, 1995
---------------------------------------------- Assistant Treasurer
Allyn P. Hebner (Principal Accounting
Officer)
VIRGINIA ANDERSON* Director August 28, 1995
----------------------------------------------
Virginia Anderson
ROBERT F. BAILEY* Director August 28, 1995
----------------------------------------------
Robert F. Bailey
DONALD J. COVEY* Director August 28, 1995
----------------------------------------------
Donald J. Covey
JOHN W. CREIGHTON, JR.* Director August 28, 1995
----------------------------------------------
John W. Creighton, Jr.
---------------------------------------------- Director August , 1995
Robert L. Dryden
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*TOMIO MORIGUCHI Director August 28, 1995
----------------------------------------------
Tomio Moriguchi
SALLY G. NARODICK* Director August 28, 1995
----------------------------------------------
Sally G. Narodick
*By /s/ MARION V. LARSON
----------------------------------------------
Marion V. Larson
(Attorney-in-fact)
</TABLE>
II-5
