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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CASCADE NATURAL GAS CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-0599090
(State of Incorporation) (I.R.S. Employer Identification No.)
222 Fairview Avenue North
Seattle, Washington 98109
(206) 624-3900
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
CASCADE NATURAL GAS CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN AND TRUST
(Full title of the plan)
J.D. WESSLING
Vice President - Finance
Cascade Natural Gas Corporation
222 Fairview Avenue North
Seattle, Washington 98109
(206) 624-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered (1) Registered Per Share Price (2) Fee
________________ ____________ ______________ ___________ _____________
Common Stock 250,000
$1 par value, shares Not Applicable $3,687,500 $1,272
including
Preferred
Stock Purchase
Rights
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(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Pursuant to Rule 457(h), the aggregate offering price is based on the
average of the high and low sales prices of the Common Stock on the New York
Stock Exchange on July 10, 1995.
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PART II
INCORPORATION OF REGISTRATION STATEMENT NO. 33-39873 BY REFERENCE
The contents of Registration Statement No. 33-39873, filed with the
Securities and Exchange Commission on April 9, 1991, is hereby incorporated by
reference in this registration statement.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant and the Cascade
Natural Gas Corporation Employee Retirement Savings Plan and Trust ("Plan")
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A.
(b) The Plan's annual report on Form 11-K for the year ended
December 31, 1994.
(c) The registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1995.
(d) The description of the registrant's common stock included as
Exhibit 99 to the registrant's quarterly report on Form 10-Q for the
quarter ended June 30, 1993.
All documents filed by the registrant or the Plan subsequent to
those listed above pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes W. Brian
Matsuyama and J.D. Wessling and each of them singly, such person's true and
lawful attorney, with full power to them and each of them to sign, for such
person and in such person's name, any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it may
be signed by said attorneys to any and all amendments.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Seattle, State of
Washington, on July 11, 1995.
CASCADE NATURAL GAS CORPORATION
(Registrant)
By s/ J.D. Wessling
J.D. Wessling
Vice President - Finance
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
- ---- ----- ----
Chairman of the Board,
s/W. Brian Matsuyama Chief Executive Officer, 7-11-95
W. Brian Matsuyama and Director
s/James E. Haug Treasurer, Chief Accounting 7-11-95
James E. Haug Officer
s/J.D. Wessling Vice President - Finance, 7-11-95
J.D. Wessling Chief Financial Officer
s/Carl Burnham, Jr. Director 7-11-95
Carl Burnham, Jr.
s/Melvin C. Clapp Director 7-11-95
Melvin C. Clapp
s/David A. Ederer Director 7-11-95
David A. Ederer
s/Howard L. Hubbard Director 7-11-95
Howard L. Hubbard
s/Brooks G. Ragen Director 7-11-95
Brooks G. Ragen
s/Andrew V. Smith Director 7-11-95
Andrew V. Smith
s/Mary A. Williams Director 7-11-95
Mary A. Williams
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The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on July 11, 1995.
CASCADE NATURAL GAS CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN AND TRUST
(Plan)
By s/J.D. Wessling
J.D. Wessling, Trustee<PAGE>
INDEX TO EXHIBITS
Exhibit No. <PAGE>
Item Description <PAGE>
----------- ----------------
5<PAGE>
Opinion of Miller, Nash, Wiener, Hager &
Carlsen<PAGE>
23A<PAGE>
Consent of Deloitte & Touche LLP.<PAGE>
23B<PAGE>
Consent of Miller, Nash, Wiener, Hager &
Carlsen. Included in Exhibit 5.
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24 Power of attorney of certain officers and
directors. See page II-2.<PAGE>
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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EXHIBIT 5
MILLER, NASH, WIENER,
HAGER & CARLSEN
A Partnership Including Professional Corporations
ATTORNEYS AND COUNSELORS AT LAW
4400 TWO UNION SQUARE
601 UNION STREET
SEATTLE, WASHINGTON 98101
TELEPHONE 206-622-8484
FACSIMILE 206-622-7485
July 11, 1995
Board of Directors
Cascade Natural Gas Corporation
222 Fairview Avenue North
Seattle, Washington 98198
Subject: Cascade Natural Gas Corporation
Ladies and Gentlemen:
Reference is made to the Registration Statement dated July 11, 1995
on Form S-8 ("Registration Statement"), to be filed by Cascade Natural Gas
Corporation, a Washington corporation ("Company") with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended, 250,000 shares of the Company's common stock, $1.00 par
value (the "Common Stock").
As counsel for the Company, we are familiar with the actions taken
by the board of directors of the Company with respect to the authorization and
issuance of the Common Stock. We have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates of public officials, and other documents as we have deemed
necessary or relevant as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the state of Washington with corporate power
and authority under such laws to issue the Common Stock.
2. The shares of Common Stock to be issued and sold pursuant to
the Registration Statement have been duly authorized for issuance and
when said shares have been issued and sold as described in the
Registration Statement, and payment is received therefor, while the
Registration Statement is effective and in compliance with state
securities laws, such shares will be validly issued, fully paid, and
nonassessable.
We consent to the use of this opinion in the Registration Statement
and in any amendments thereto.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN
By /s/ John L. West
John L. West
By /s/Lance W. Bass
Lance W. Bass
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EXHIBIT 23.A
INDEPENDENT AUDITORS' CONSENT
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We consent to the incorporation by reference in this Registration Statement of
Cascade Natural Gas Corporation on Form S-8 of our reports dated February 3,
1995, and June 9, 1995, appearing in the Annual Report on Form 10-K of Cascade
Natural Gas Corporation for the year ended December 31, 1994, and in the
Annual Report on Form 11-K of Cascade Natural Gas Corporation Employee
Retirement Savings Plan and Trust for the year ended December 31, 1994,
respectively.
s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
July 11, 1995
