REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 93-0256722
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209
(503-226-4211)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT L. RIDGLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE
PORTLAND, OREGON 97209
(503) 226-4211
BRUCE R. DEBOLT ROBERT G. SCHUUR, ESQ.
SENIOR VICE PRESIDENT, FINANCE, REID & PRIEST
AND CHIEF FINANCIAL OFFICER 40 WEST 57TH STREET
ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE NEW YORK, NEW YORK 10019
PORTLAND, OREGON 97209 (212) 603-2000
(503) 226-4211
(NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING
AREA CODES, OF AGENTS FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK
THE FOLLOWING BOX. /__/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION
WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /x/
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER UNIT(1) PRICE(1) FEE(2)
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FIRST MORTGAGE
BONDS
COMMON STOCK
TOTAL $60,000,000 $60,000,000 $20,690
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(1) INFORMATION AS TO EACH CLASS OMITTED PURSUANT TO GENERAL INSTRUCTION
II(D) TO FORM S-3.
(2) CALCULATED IN ACCORDANCE WITH RULE 457(o).
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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, AS AMENDED, 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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<PAGE>
SUBJECT TO COMPLETION, DATED MAY 25, 1994
PROSPECTUS
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NORTHWEST NATURAL GAS COMPANY
FIRST MORTGAGE BONDS
COMMON STOCK
__________________
Northwest Natural Gas Company (the "Company") intends from time to time
to sell of its First Mortgage Bonds (the "New Bonds") and/or Common Stock
(the "New Common Stock") (the New Bonds and the New Common Stock being
collectively referred to herein as the "Securities") in any combination at
an aggregate initial offering price not to exceed $60,000,000. The
Securities will be offered at prices and on terms to be determined at the
times of sale. For each issue of the New Bonds for which this Prospectus
will be delivered, there will be an accompanying Prospectus Supplement that
will set forth, with respect to such issue, its series designation, the
aggregate principal amount thereof, the terms of the offering, its maturity
date or dates, its interest rate or rates, the interest payment dates and
the date from which interest will accrue, whether all or any portion will
be issued to a designated depositary, its redemption provisions, if any,
and any other specific terms. For each issue of the New Common Stock for
which this Prospectus will be delivered, there will be an accompanying
Prospectus Supplement that will set forth the terms of the offering. The
Common Stock is traded in the over-the-counter market. Its price and
volume data are reported on the National Association of Securities
DealersAutomated Quotation (NASDAQ) National Market System using the symbol
"NWNG". The sale of one of the Securities will not be contingent upon the
sale of the other.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY 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.
The Securities may be sold directly by the Company or through agents
designated from time to time or through underwriters or dealers. If any
agents of the Company or any underwriters are involved in the sale of the
Securities in respect of which this Prospectus will be delivered, the names
of such agents or underwriters, and the initial price to the public, any
applicable commissions or discounts and the net proceeds to the Company, or
the means of determining the same, will be set forth in an accompanying
Prospectus Supplement. The Company may indemnify agents and underwriters
against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Plan of Distribution".
The date of this Prospectus is , 1994.
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.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission. Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
regional offices: 7 World Trade Center, 13th Floor, New York, New York
10048, and Northwest Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange
Commission:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by
reference into 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 also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS
SHALL HAVE BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED
IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS,
UNLESS SUCH EXHIBITS SHALL HAVE BEEN SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO
NORTHWEST NATURAL GAS COMPANY, SHAREHOLDER SERVICES DEPARTMENT, ONE PACIFIC
SQUARE, 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209, OR BY CALLING THE
FOLLOWING NUMBER: 503-226-4211.
THE COMPANY
The Company, which was incorporated under the laws of Oregon in 1910,
distributes natural gas to customers in western Oregon and southwestern
Washington, including the Portland metropolitan area. Gas service is
provided in 95 cities and neighboring communities in 16 Oregon counties,
and in nine cities and neighboring communities in three Washington
counties. The Company's service areas have a population of 2,600,000,
including about 78 percent of the population of the State of Oregon. The
Company's executive offices are located at One Pacific Square, 220 N.W.
Second Avenue, Portland, Oregon 97209. Its telephone number is 503-226-
4211.
Oregon Natural Development Corporation, a wholly-owned subsidiary, is
engaged in natural gas exploration, development and production in the
western United States and Canada.
NNG Financial Corporation, another wholly-owned subsidiary, holds
financial investments as a limited partner in four solar electric
generating systems, four windmill projects and a hydroelectric project, all
located in California, and in a low-income housing project in Portland.
NNG Financial also arranges short-term financing for the Company's
operating subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The Company has calculated the ratios of earnings to fixed charges
pursuant to Item 503 of SEC Regulation S-K as follows:
Twelve Months Ended
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March
31, December 31,
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1994 1993 1992 1991 1990 1989
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2.94 3.22 1.81 1.59 2.64 2.75
Earnings consist of net income to which have been added taxes on income
and fixed charges. Fixed charges consist of interest on all indebtedness,
amortization of debt expense and discount or premium, and the estimated
interest portion of rentals charged to income.
USE OF PROCEEDS AND FINANCING PROGRAM
The net proceeds to be received by the Company from the sale of the
Securities will be added to the general funds of the Company and used for
corporate purposes, primarily to fund, in part, the Company's ongoing
utility construction program and to repay short-term debt incurred for such
purpose.
The Company expects its utility construction and equipment expenditures
in 1994 to aggregate $75 million. The Company expects such expenditures
for the five-year period, 1994-98, to aggregate between $325 million and
$350 million. The capital requirements of its subsidiaries during the same
period are expected to be limited to funds internally generated by the
subsidiaries. Approximately $21 million of long-term debt matures in 1996
and $26 million in 1997.
The Company estimates that 50% or more of the funds required for utility
purposes during the 1994-98 period will be internally generated and that
the balance, as well as substantially all of the funds required for the
repayment of maturing debt, will be funded through short-term borrowings,
which will be refinanced periodically through the sale of long-term debt
and equity securities, in such amounts and at such times as the Company's
cash requirements and market conditions shall determine. Based upon this
estimate, the Company expects that, through the end of 1995, its sales of
Common Stock will not exceed $50 million, consisting of not more than
$40 million of New Common Stock and approximately $10 million of Common
Stock expected to be sold through its Dividend Reinvestment and Stock
Purchase Plan and various employee plans.
DESCRIPTION OF THE NEW BONDS
General: The New Bonds are to be issued under the Company's Mortgage
and Deed of Trust, dated as of July 1, 1946, to Bankers Trust Company and
R.G. Page (Stanley Burg, successor), as trustees, as supplemented by twenty
supplemental indentures and as to be further supplemented by one or more
additional supplemental indentures providing for one or more series of the
New Bonds, all of which are collectively referred to as the "Mortgage".
The statements herein concerning the New Bonds and the Mortgage are
merely an outline and do not purport to be complete. They make use of
terms defined in the Mortgage and are qualified in their entirety by
express reference to the cited Sections and Articles.
Reference is made to the Prospectus Supplement for each issue of the New
Bonds for the following terms, among others, of the New Bonds offered
thereby: (i) the series designation and aggregate principal amount thereof,
(ii) the initial public offering price and other terms of their offering,
(iii) the date or dates on which they will mature, (iv) the rate or rates
per annum at which they will bear interest, (v) the times at which such
interest will be payable and the date from which it will accrue, (vi)
whether all or any portion thereof will be issued to a designated
depositary, (vii) any redemption provisions, and (viii) other specific
terms.
Form, Exchange and Payment: Unless otherwise indicated in the
Prospectus Supplement for an issue of the New Bonds, the New Bonds offered
thereby will be issued only in fully registered form in denominations of
$1,000 and any multiple thereof. The New Bonds are exchangeable at the
office of Bankers Trust Company in New York City, without charge other than
taxes or other governmental charges incident thereto. Principal and
interest are payable at such office.
Provisions for Maintenance of Property: While the Mortgage contains
provisions for the maintenance of the Mortgaged and Pledged Property, the
Mortgage does not permit redemption of First Mortgage Bonds ("Bonds")
pursuant to these provisions.
Security: The New Bonds together with all other Bonds now or hereafter
issued under the Mortgage will be secured by the Mortgage, which
constitutes, in the opinion of Bruce B. Samson, Esq., General Counsel of
the Company, a first mortgage lien on all of the gas plants, distribution
systems and other materially important physical properties of the Company
(except as stated below), subject to (a) leases of minor portions of the
Company's property to others for uses which, in the opinion of such
Counsel, do not interfere with the Company's business, (b) leases of
certain property of the Company not used in its gas utility business or the
gas by-product business, (c) excepted encumbrances, and (d) minor defects
and encumbrances customarily found in properties of like size and character
which, in the opinion of such Counsel, do not impair the use of such
properties by the Company. There are excepted from the lien all cash and
securities; certain equipment, apparatus, materials or supplies; aircraft,
automobiles and other vehicles; receivables, contracts, leases and
operating agreements; timber, minerals, mineral rights and royalties; and
all natural gas and oil production property.
The Mortgage contains provisions subjecting after-acquired property
(subject to pre-existing liens) to the lien thereof, subject to limitations
in the case of consolidation, merger or sale of substantially all of the
Company's assets. (See Mortgage, Art. XVI.)
The Mortgage provides that the trustees shall have a lien upon the
mortgaged property, prior to that of the Bonds, for the payment of their
reasonable compensation and expenses, and for indemnity against certain
liabilities. (See Mortgage, Sec. 96.)
Issuance of Additional Bonds: Bonds may be issued from time to time on
the basis of (1) 60% of property additions, after adjustments to offset
retirements; (2) retirement of Bonds or qualified lien bonds; or (3)
deposit of cash. With certain exceptions in the case of (2) above, the
issuance of Bonds is subject to adjusted net earnings before income taxes
for 12 consecutive months out of the preceding 15 months being at least
twice the annual interest requirements on all Bonds at the time
outstanding, including the additional issue, and all indebtedness of prior
rank.
Property additions generally include gas, electric, steam or hot water
property or gas by-product property acquired after March 31, 1946, but may
not include securities, airplanes, automobiles or other vehicles or natural
gas transmission lines or natural gas and oil production property. As of
March 31, 1994, approximately $201,300,900 of property additions and
$93,000,000 of retired Bonds were available for use as the basis for the
issuance of Bonds.
The Mortgage contains certain restrictions upon the issuance of Bonds
against property subject to liens.
The New Bonds will be issued against property additions and retired
Bonds.
(See Mortgage, Secs. 4-7, 20-30 and 46 and Third Supplemental, Secs. 3
and 4.)
Release and Substitution of Property: Property may be released against
(1) deposit of cash or, to a limited extent, purchase money mortgages, (2)
property additions, or (3) waiver of the right to issue Bonds without
applying any earnings test. Cash so deposited and cash deposited against
the issuance of additional bonds may be withdrawn upon the bases stated in
(2) and (3) above. When property released is not funded property, property
additions used to effect the release may again, in certain cases, become
available as credits under the Mortgage, and the waiver of the right to
issue Bonds to effect the release may, in certain cases, cease to be
effective as such a waiver. Similar provisions are in effect as to cash
proceeds of such property. The Mortgage contains special provisions with
respect to qualified lien bonds pledged and the disposition of moneys
received on pledged prior lien bonds. (See Mortgage, Secs. 5, 31, 32, 37,
46 to 50, 59 to 61, 100 and 118.)
Defaults and Notice Thereof: Defaults are: default in payment of
principal; default for 60 days in payment of interest or of installments of
funds for retirement of bonds; certain defaults with respect to qualified
lien bonds; certain events in bankruptcy, insolvency or reorganization; and
default for 90 days after notice in the case of other covenants. The
trustees may withhold notice of default (except in payment of principal,
interest or any funds for the retirement of Bonds) if they think it in the
interest of the Bondholders. (See Mortgage, Secs. 65 and 66.)
Holders of 25% of the Bonds may declare the principal and the interest
due on default, but a majority may annul such declaration if such default
has been cured. No holder of Bonds may enforce the lien of the Mortgage
without giving the trustees written notice of a default and unless holders
of 25% of the Bonds have requested the trustees to act and offered them
reasonable opportunity to act and the trustees have failed to act. The
trustees are not required to risk their funds or incur personal liability
if there is reasonable ground for believing that the repayment is not
reasonably assured. The holders of a majority of the Bonds may direct the
time, method and place of conducting any proceedings for any remedy
available to the trustees, or exercising any trust or power conferred upon
the trustees but the trustees are not required to follow such direction if
not sufficiently indemnified for expenditures. (See Mortgage, Secs. 67,
71, 80 and 94.)
Evidence to be Furnished to the Trustees: Compliance with Mortgage
provisions is evidenced by written statements of the Company's officers or
persons selected by the Company. In certain major matters the accounting,
engineer, appraiser or other expert must be independent. Various
certificates and other papers, including a certificate with respect to
compliance with the terms of the Mortgage and the absence of defaults, are
required to be filed annually and upon the occurrence of certain events.
(See Mortgage, Secs. 67, 71, 80 and 94).
Modification of the Mortgage: The rights of the Bondholders may be
modified with the consent of 70% of the Bonds and, if less than all series
of Bonds are affected, the consent also of 70% of Bonds of each series
affected. The Company has reserved the right without any consent or other
action by holders of any series of Bonds (including the New Bonds), and
intends in conjunction with the issuance of the New Bonds, to substitute
66-2/3% for 70%. In general, no modification of the terms of payment of
principal and interest, and no modification affecting the lien of the
Mortgage or reducing the percentage required for modification is effective
against any Bondholder without his consent. (See Mortgage, Art. XIX and
Ninth Supplemental, Sec. 6.)
The Company has reserved the right to amend the Mortgage, without any
consent or other action by holders of the Bonds of the Eighteenth Series or
of Bonds of any subsequently created series (including the New Bonds), in
the following respects:
Release and Substitution of Property. To permit the release of property
at the lesser of its cost or its fair value at the time that such
property became funded property, rather than at its fair value at the
time of its release; and to facilitate the release of unfunded property.
(See Mortgage, Secs. 3, 59 and 60 and Eighteenth Supplemental, Sec.
2.03.)
Issuance of Additional Bonds. To clarify that (i) for purposes of
determining annual interest requirements, interest on Bonds or other
indebtedness bearing interest at a variable interest rate shall be
computed at the average of the interest rates borne by such Bonds or
other indebtedness during the period of calculation, or, if such Bonds
or other indebtedness shall have been issued after such period or shall
be the subject of pending applications, interest shall be computed at
the initial rate borne upon issuance, and (ii) no extraordinary items
shall be included in operating expenses or deducted from revenues or
other income in calculating adjusted net earnings (See Mortgage, Sec.
7); and to revise the basis for the issuance of additional Bonds from
60% of property additions, after adjustments to offset retirements, to
70%. (See Mortgage, Secs. 25, 26, 59 and 61 and Eighteenth
Supplemental, Secs. 2.01 and 2.02.)
The Corporate Trustee
Bankers Trust Company also serves as the Indenture Trustee under
the Indenture under which the Company's Unsecured Medium-Term Notes are
issued.
DESCRIPTION OF COMMON STOCK
The following is a summary of certain rights and privileges of the Common
Stock. This summary does not purport to be complete. Reference is made to
the Restated Articles of Incorporation and the Bylaws of the Company, filed
as exhibits to the Registration Statement, for complete statements. The
following statements are qualified in their entirety by such references.
Dividends and Liquidation Rights: Except as hereinafter stated, the
Common Stock is entitled to receive such dividends as are declared by the
Board of Directors and to receive ratably on liquidation any assets which
remain after payment of liabilities. The Company's Preferred and
Preference Stock are entitled in preference to the Common Stock (1) to
cumulative dividends at the annual rate fixed for each series by the Board
of Directors, and (2) in voluntary and involuntary liquidation, to the
amounts fixed for each series by the Board of Directors, plus in each case,
unpaid accumulated dividends.
Dividend Limitations: Should dividends on either the Preferred or the
Preference Stock be in arrears, no dividends on the Common Stock may be
paid or declared. Except with the consent of the holders of a majority of
the Preferred Stock then outstanding, no dividends on the Common Stock or
the Preference Stock may be paid or declared unless the Preferred Stock
purchase and sinking fund obligations have been met for that year. Future
series of the Preferred or the Preference Stock could contain sinking fund,
purchase or redemption obligations under which no dividends on the Common
Stock may be paid or declared while such obligations are in default.
Common Stock dividends also may be restricted by the provisions of future
instruments pursuant to which the Company may issue long-term debt.
Voting Rights: Except as provided by law or as described below, only the
Common Stock has voting rights. Cumulative voting is permitted by the
Restated Articles of Incorporation to holders of Common Stock at elections
of directors. The Preferred Stock has the special right to elect the
smallest number of directors which constitutes at least one-fourth of the
total number of directors, or two directors, whichever is greater, if
payments of four quarterly dividends or more on any share or shares of
Preferred Stock should be in arrears.
Classification of the Board of Directors: The Board of Directors of the
Company may consist of not less than nine nor more than 13 persons, as
determined by the Board, divided into three classes as nearly equal in
number as possible. The current number is twelve. One class is elected
for a three-year term at each annual meeting of shareholders. Vacancies,
including those resulting from an increase in the size of the Board, may be
filled by a majority vote of the directors then in office. One or more of
the directors may be removed, with or without cause, by the affirmative
vote of the holders of not less than two-thirds of the shares entitled to
vote thereon; provided, however, that if fewer than all of the directors
should be candidates for removal, no one of them shall be removed if the
votes cast against such director's removal would be sufficient to elect
such director if then cumulatively voted at an election of the class of
directors of which such director shall be a part. Except for those persons
nominated by the Board, no person shall be eligible for election as a
director unless a request from a shareholder entitled to vote in the
election of directors that such person be nominated and such person's
consent thereto shall be delivered to the Secretary of the Company in
advance of the meeting at which such election shall be held. The foregoing
provisions may not be amended or repealed except by the affirmative vote of
the holders of not less than two-thirds of the shares entitled to vote at
an election of directors. The foregoing provisions will not apply to
directors, if any, elected by the holders of the Preferred Stock.
Transactions with Related Persons: The Company shall not enter into any
business transaction with a related person or in which a related person
shall have an interest (except proportionately as a shareholder of the
Company) without first obtaining both (1) the affirmative vote of the
holders of not less than two-thirds of the outstanding shares of the
capital stock of the Company not held by such related person, and (2) the
determination of a majority of the continuing directors that the cash or
fair market value of the property, securities or other consideration to be
received per share by the holders, other than such related person, of the
shares of each class or series of the capital stock of the Company in such
business transaction shall not be less than the highest purchase price paid
by such related person in acquiring any of its holdings of shares of the
same class or series, unless the continuing directors by a majority vote
shall either (a) have expressly approved the acquisition of the shares of
the capital stock of the Company that caused such related person to become
a related person, or (b) have expressly approved such business transaction.
As used in this paragraph: a "business transaction" includes a merger,
consolidation, reorganization or recapitalization, a purchase, sale, lease,
exchange or mortgage of all or a substantial part (10% or more) of the
property of the Company or a related person, an issuance, sale or exchange
of securities and a liquidation, spin-off or dissolution; a "related per-
son" includes a person, organization or group thereof owning 10% or more of
the capital stock of the Company; "continuing directors" are those whose
nominations for directorship shall have been approved by a majority of the
directors in office on April 9, 1984 or by a majority of the then continu-
ing directors. The foregoing provisions may not be amended or repealed
except by the affirmative vote of the holders of not less than two-thirds
of the shares of the capital stock of the Company (other than shares held
by related persons).
Preemptive Rights: The holders of the Common Stock have no preemptive
rights.
Other Provisions: The issued and outstanding shares of Common Stock are,
and the shares of the New Common Stock, if any, will be, fully paid and
nonassessable.
Transfer Agent and Registrar: The Company is the transfer agent and
registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or
to a single purchaser; or (iii) through agents. Each Prospectus Supplement
will set forth the terms of the offering of the Securities offered thereby,
including the name or names of any underwriters, the purchase price of such
Securities and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be sold from time to time in
one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of the
sale. The Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters as
may be designated by the Company, or directly by one or more of such firms.
The underwriter or underwriters with respect to a particular underwritten
offering of Securities will be named in the Prospectus Supplement relating
to such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in a Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
offered thereby will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all such Securities if any are
purchased.
Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Each Prospectus Supplement
will set forth the name of any agent involved in the offer or sale of the
Securities in respect of which such Prospectus Supplement is delivered as
well as any commissions payable by the Company to such agent. Unless
otherwise indicated in such Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in a Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Securities offered thereby from the Company at
the public offering price set forth in such Prospectus Supplement pursuant
to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject to those
conditions set forth in such Prospectus Supplement, which will set forth
the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
EXPERTS
The financial statements and the financial statement schedules of
Northwest Natural Gas Company incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K, have been audited by
Deloitte & Touche, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm, given upon their authority as
experts in accounting and auditing.
With respect to the unaudited interim financial information which is
incorporated herein by reference, Deloitte & Touche has applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in the Company's
Quarterly Reports on Form 10-Q and incorporated by reference herein, they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the
review procedures applied. Deloitte & Touche is not subject to the
liability provisions of Section 11 of the Securities Act of 1933, as
amended, for their reports on the unaudited interim financial information
because such reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of
Sections 7 and 11 of the Act.
The statements made as to matters of law and legal conclusions in the
documents incorporated in this Prospectus by reference and under
"Description of the New Bonds" and "Description of Common Stock" herein
and, if any, in the accompanying Prospectus Supplement have been reviewed
by Bruce B. Samson, Esquire, Portland, Oregon. Mr. Samson is General
Counsel of the Company. These statements and conclusions are set forth in
reliance upon the opinion of Mr. Samson given upon his authority as an
expert. As of March 31, 1994, Mr. Samson owned approximately 2,802 shares
of the Company's common stock (including 1,009 shares through the Company's
Retirement K Savings Plan) and has been granted options to purchase 8,000
additional shares at a price of $24.875 and 2,000 additional shares at a
price of $36.00, the market prices of the shares on the dates of such
grants. Mr. Samson's shares, including the underlying shares subject to
options granted to him, have a current fair market value of approximately
$412,865.
LEGALITY
The legality of the Securities will be passed upon for the Company by Mr.
Samson and by Reid & Priest, New York, New York. Certain legal matters
will be passed upon for the Underwriters by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), New York, New York.
However, all matters pertaining to titles, the lien and enforceability of
the Mortgage, franchises and all other matters of Oregon and Washington law
will be passed upon only by Mr. Samson.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Filing fee Securities and Exchange Commission . . . $ 20,690
Rating agencies' fees* . . . . . . . . . . . . . . 50,000
Trustees' fees* . . . . . . . . . . . . . . . . . . 20,000
Legal fees and expenses* . . . . . . . . . . . . . 100,000
Accounting fees and expenses* . . . . . . . . . . . 15,000
Printing and engraving* . . . . . . . . . . . . . . 35,000
Miscellaneous expenses* . . . . . . . . . . . . . . 34,310
------
Total expenses* . . . . . . . . . . . . . . . . . $275,000
--------
--------
_________________________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act (the "Act") provides, in general,
that a director or officer of a corporation who has been or is threatened
to be made a defendant in a legal proceeding because that person is or was
a director or officer of the corporation:
(1) shall be indemnified by the corporation for all reasonable expenses
of such litigation when the director or officer is wholly successful on the
merits or otherwise;
(2) may be indemnified by the corporation for the expenses, judgments,
fines and amounts paid in settlement of such litigation (other than a
derivative lawsuit) if he or she acted in good faith and in a manner
reasonably believed to be in, or at least not opposed to, the best
interests of the corporation (and, in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful); and
(3) may be indemnified by the corporation for reasonable expenses of a
derivative lawsuit (a suit by a shareholder alleging a breach by a director
or officer of a duty owed to the corporation) if he or she acted in good
faith and in a manner reasonably believed to be in, or at least not opposed
to, the best interests of the corporation, provided the director or officer
is not adjudged liable to the corporation.
The Act also authorizes the advancement of litigation expenses to a
director or officer upon receipt of a written affirmation of the director's
or officer's good faith belief that the standard of conduct has been met
and a written undertaking by such director or officer to repay such ex-
penses if it is ultimately determined that he or she is not entitled to be
indemnified. The Act also provides that the indemnification provided
thereunder shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
The Company's Bylaws provide that the Company shall indemnify directors
and officers to the fullest extent permitted under the Act, thus making
mandatory the discretionary indemnification authorized by the Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify its officers and directors to the fullest extent permitted
by law, which may be broader than the indemnification authorized by the
Act.
The Company's shareholders have approved and the Company has entered into
indemnity agreements with its directors and officers which provide for
indemnity to the fullest extent permitted by law and also alter or clarify
the statutory indemnity in the following respects:
(1) prompt advancement of litigation expenses is provided if the
director or officer makes the required affirmation and undertaking;
(2) the director or officer is permitted to enforce the indemnity
obligation in court and the burden is on the Company to prove that the
director or officer is not entitled to indemnification;
(3) indemnity is explicitly provided for judgments and settlements in
derivative actions;
(4) prompt indemnification is provided unless a determination is made
that the director or officer is not entitled to indemnification; and
(5) partial indemnification is permitted if the director or officer is
not entitled to full indemnification.
The Company maintains in effect a policy of insurance providing for
reimbursement to the Company of payments made to directors and officers as
indemnity for damages, judgments, settlements, costs and expenses incurred
by them which the Company may be required or permitted to make according to
applicable law, common or statutory, or under provisions of its Restated
Articles of Incorporation, Bylaws or agreements effective under such laws.
ITEM 16. LIST OF EXHIBITS.
1(a) - Form of Underwriting Agreement relating to the New Bonds.
1(b) - Form of Underwriting Agreement relating to the New Common
Stock.
4(a)* - Copy of Mortgage and Deed of Trust, dated as of July 1, 1946
(filed as Exhibit 7(j) in File No. 2-6494).
4(b)* - Copies of Supplemental Indentures Nos. 1 through 14 to the
Mortgage and Deed of Trust, dated, respectively, as of June 1,
1949, March 1, 1954, April 1, 1956, February 1, 1959, July 1,
1961, January 1, 1964, March 1, 1966, December 1, 1969, April
1, 1971, January 1, 1975, December 1, 1975, July 1, 1981, June
1, 1985, and November 1, 1985 (filed as Exhibit 4(d) in File
No. 33-1929); Supplemental Indenture No. 15 to the Mortgage
and Deed of Trust, dated as of July 1, 1986 (filed as Exhibit
4(c) in File No. 33-24168); Supplemental Indentures Nos. 16,
17 and 18 to the Mortgage and Deed of Trust, dated,
respectively, as of November 1, 1988, October 1, 1989 and July
1, 1990 (filed as Exhibit 4(c) in File No. 33-40482);
Supplemental Indenture No. 19 to the Mortgage and Deed of
Trust, dated as of June 1, 1991 (filed as Exhibit 4(c) in File
No. 33-64014).
4(c) - Copy of the Twentieth Supplemental Indenture to the Mortgage
and Deed of Trust, dated as of June 1, 1993.
4(d) - Form of Supplemental Indenture relating to the New Bonds.
4(e)* - Restated Articles of Incorporation as filed and effective June
24, 1988, as amended December 8, 1992 and December 1, 1993.
(incorporated herein by reference to Exhibit 4(a) to
Registration No. 33-51271).
4(f)* - Bylaws as amended December 16, 1993 (incorporated herein by
reference to Exhibit (3b) to the Company's Annual Report on
Form 10-K for 1993 in File No. 0-994).
5(a) - Opinion of Bruce B. Samson, Esquire.
5(b) - Opinion of Reid & Priest.
12* - Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Company's
Quarterly Report on Form 10-Q for the first quarter of 1994 in
File No. 0-994).
15 - Letter of Independent Auditors relating to unaudited interim
financial information (see page II-7).
23 - Independent Auditors' Consent (see page II-8). The consents
of Bruce B. Samson,Esquire, and of Reid & Priest are included
in their opinions filed, respectively, as Exhibits 5(a) and
5(b).
24 - Power of Attorney (see page II-4).
25(a) - Statement of Eligibility of the Corporate Mortgage Trustee on
Form T-1.
25(b) - Statement of Eligibility of the Individual Mortgage Trustee on
Form T-2.
_____________
*Incorporated by reference herein as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes, that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 of this registration statement, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature
appears hereinafter hereby appoints Robert L. Ridgley, Bruce R. DeBolt and
Robert G. Schuur, the Agents for Service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in
his name and behalf, in any and all capacities stated below, and to file
with the Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to this registration statement, and
the registrant hereby also appoints each such Agent for Service as its
attorney-in-fact with like authority to sign and file any such amendments
in its name and behalf.
<PAGE>
SIGNATURES
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-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, and State of Oregon on
the 23rd day of May, 1994.
NORTHWEST NATURAL GAS COMPANY
By ROBERT L. RIDGLEY
------------------------------------
Robert L. Ridgley,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
ROBERT L. RIDGLEY President, May 23, 1994
--------------------------- Chief Executive
Robert L. Ridgley, Officer, and Director
Principal Executive Officer
BRUCE R. DEBOLT Senior Vice President, May 23, 1994
--------------------------- Finance, and Chief
Bruce R. DeBolt, Financial Officer
Principal Financial Officer
D. JAMES WILSON Treasurer and May 23, 1994
--------------------------- Controller
D. James Wilson,
Principal Accounting Officer
MARY ARNSTAD Director May 23, 1994
---------------------------
Mary Arnstad
THOMAS E. DEWEY, JR. Director May 23, 1994
---------------------------
Thomas E. Dewey, Jr.
TOD R. HAMACHEK Director May 23, 1994
---------------------------
Tod R. Hamachek
RICHARD B. KELLER Director May 23, 1994
---------------------------
Richard B. Keller
WAYNE D. KUNI Director May 23, 1994
---------------------------
Wayne D. Kuni
DWIGHT A. SANGREY Director May 23, 1994
---------------------------
Dwight A. Sangrey
MELODY C. TEPPOLA Director May 23, 1994
---------------------------
Melody C. Teppola
RUSSELL F. TROMLEY Director May 23, 1994
---------------------------
Russell F. Tromley
BENJAMIN R. WHITELEY Director May 23, 1994
---------------------------
Benjamin R. Whiteley
WILLIAM R. WILEY Director May 23, 1994
---------------------------
William R. Wiley
CARLTON WOODARD Director May 23, 1994
---------------------------
Carlton Woodard
<PAGE>
Exhibit 15
May 23, 1994
Northwest Natural Gas Company
Portland, Oregon
We have made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited interim financial information of Northwest Natural Gas
Company and subsidiaries for the periods ended March 31, 1994 and
1993, as indicated in our report dated April 28, 1994; because we
did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included
in your Quarterly Report on Form 10-Q for the quarter ended March
31, 1994, is incorporated by reference in this Registration
Statement.
We also are aware that the aforementioned reports, pursuant to
Rule 436(c) under the Securities Act of 1933, are not considered
a part of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche
----------------------
DELOITTE & TOUCHE
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Northwest Natural Gas Company on Form S-3 of our
report dated February 25, 1994 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in the Company's method of accounting for income taxes and
postretirement benefits in 1993) appearing in the Annual Report
on Form 10-K of Northwest Natural Gas Company for the year ended
December 31, 1993. We also consent to the references to us under
the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche
----------------------
DELOITTE & TOUCHE
May 23, 1994
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
------- ------------
1(a) - Form of Underwriting Agreement relating to the New Bonds.
1(b) - Form of Underwriting Agreement relating to the Common
Stock.
4(a) - Copy of Mortgage and Deed of Trust, dated as of July 1, *
1946, to Bankers Trust Company and R.G. Page (to whom
Stanley Burg is now successor), Trustees (filed as
Exhibit 7(j) in File No. 2-6494).
4(b) - Copies of Supplemental Indentures Nos. 1 through 14 to *
the Mortgage and Deed of Trust, dated, respectively, as
of June 1, 1949, March 1, 1954, April 1, 1956, February
1, 1959, July 1, 1961, January 1, 1964, March 1, 1966,
December 1, 1969, April 1, 1971, January 1, 1975,
December 1, 1975, July 1, 1981, June 1, 1985, and
November 1, 1985 (filed as Exhibit 4(d) in File No. 33-
1929); Supplemental Indenture No. 15 to the Mortgage
and Deed of Trust, dated as of July 1, 1986 (filed as
Exhibit (4)(c) in File No. 33-24168); Supplemental
Indentures Nos. 16, 17 and 18 to the Mortgage and Deed
of Trust, dated, respectively, as of November 1, 1988,
October 1, 1989 and July 1, 1990 (filed as Exhibit
(4)(c) in File No. 33-40482); and Supplemental
Indenture No. 19 to the Mortgage and Deed of Trust,
dated as of June 1, 1991 (filed as Exhibit 4(c) in File
No. 33-64014).
4(c) - Copy of the Twentieth Supplemental Indenture to the
Mortgage and Deed of Trust, dated as of June 1, 1993.
4(d) - Form of Supplemental Indenture relating to the New
Bonds.
4(e) - Restated Articles of Incorporation as filed and *
effective June 24, 1988, as amended December 8, 1992
and December 1, 1993 (incorporated herein by reference
to Exhibit 4(a) in File No. 33-51271).
4(f) - Bylaws as amended December 16, 1993 (incorporated *
herein by reference to Exhibit (3b) to the Company's
Annual Report on Form 10-K for 1993 in File No. 0-
994).
5(a) - Opinion of Bruce B. Samson, Esquire.
5(b) - Opinion of Reid & Priest.
12 - Computation of Ratio of Earnings to Fixed Charges *
(incorporated by reference to Exhibit 12 to the
Company's Quarterly Report on Form 10-Q for the first
quarter of 1994 in File No. 0-994).
15 - Letter of Independent Auditors relating to unaudited
interim financial information (see page II-7).
23 - Independent Auditors' Consent (see page II-8). The
consents of Bruce B. Samson, Esquire, and of Reid &
Priest are included in their opinions filed,
respectively, as Exhibits 5(a) and 5(b).
24 - Power of Attorney (see page II-4).
25(a) - Statement of Eligibility of the Corporate
Mortgage Trustee on Form T-1.
25(b) - Statement of Eligibility of the Individual
Mortgage Trustee on Form T-2.
_________________________________________
* Previously filed as indicated.
EXHIBIT 1(a)
UNDERWRITING AGREEMENT
----------------------
NORTHWEST NATURAL GAS COMPANY
First Mortgage Bonds, ____ Series due ____
Price to the Company: _______ of the Principal Amount
Interest Commencement Date: ______, 199_
_______, 199_
To the Underwriters named in Schedule I hereto
Dear Sirs:
Northwest Natural Gas Company, an Oregon corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to you the aggregate principal amount of its First Mortgage
Bonds set forth opposite your respective names in Schedule I hereto (the
"Securities"), at the price to the Company set forth above. The Securities
will be issued under the Company's Mortgage and Deed of Trust, dated as of
July 1, 1946, as heretofore supplemented and as to be supplemented by the
Supplemental Indenture identified in Schedule I hereto (the "Supplemental
Indenture"), such Mortgage and Deed of Trust as supplemented and to be so
supplemented being hereinafter referred to as the "Indenture".
1. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to, and agrees with, each of you that:
(a) A registration statement with respect to the Securities
has been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended (the
"Act"), and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations (the "Rules
and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Act, has been filed with the Commission
and has become effective. Copies of the registration statement,
together with all amendments, if any, and of the prospectus
contained therein, in the form in which it became effective,
including the documents incorporated in such prospectus by
reference, have heretofore been delivered to you. The
registration statement in the form in which it became effective,
including all exhibits thereto, is referred to hereinafter as the
"Registration Statement". The prospectus, including the
documents incorporated therein by reference, contained in the
Registration Statement is referred to hereinafter as the
"Prospectus"; provided, that, when, on or after the date hereof,
the Prospectus shall be supplemented with respect to the
Securities (the "Prospectus Supplement") or shall be completed
pursuant to Rule 430A (the "Completed Prospectus"), in a filing
with the Commission pursuant to Rule 424(b) under the Act,
"Prospectus", for all purposes of this Agreement, except this
Section 1, shall mean the Prospectus as so supplemented or
completed;
(b) No stop order with respect to the Registration
Statement has been issued by the Commission under the Act and no
proceeding therefor of which the Company has received notice has
been instituted; the Registration Statement, at the time it
became effective, conformed in all material respects to the
requirements of the Act, the Trust Indenture Act and the Rules
and Regulations; on the date hereof, neither the Registration
Statement (excluding the Statements of Eligibility of the
Trustee(s) under the Indenture) nor the Prospectus contains an
untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; and each document incorporated by
reference in the Prospectus and filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") conformed when so filed
in all material respects to the requirements of the Exchange Act
and the applicable rules and regulations thereunder;
(c) Since the respective dates as of which information is
given in the Prospectus, there has not been any material adverse
change in the business, property or financial condition of the
Company, and there has not been any material transaction entered
into by the Company other than transactions in the ordinary
course of business and transactions referred to in, or
contemplated by, the Prospectus; and the Company does not have
any material contingent obligation which is not disclosed in the
Prospectus;
(d) The consummation by the Company of the transactions
herein contemplated and the fulfillment of the terms hereof will
not result in a breach of any of the terms or provisions of, or
constitute a default under, any statute, indenture, mortgage,
deed of trust or other agreement or instrument to which the
Company is a party or by which it is bound or to which any of the
property of the Company is subject, or any order, rule or
regulation applicable to the Company of any court or governmental
agency or body having jurisdiction over the Company or any of its
properties; no approval, authorization, consent or order of any
public board or body is legally required for the issuance and
sale of the Securities by the Company hereunder, except such as
may be issued by the Public Utility Commission of Oregon and the
Washington Utilities and Transportation Commission or be required
under the Act or state securities laws;
(e) The financial statements, together with related notes,
incorporated by reference in the Prospectus present fairly the
financial position and the results of operations of the Company
on the bases set forth in such statements and related notes at
the dates or for the periods to which they apply; and such
statements and related notes have been prepared in accordance
with generally accepted principles of accounting, consistently
applied throughout the periods involved, except as otherwise
stated therein;
(f) The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Oregon, and is qualified to do business and is in good standing
as a foreign corporation in the State of Washington, with power
(corporate and other) to own its properties and conduct its
business as described in the Prospectus and each of the Company's
subsidiaries has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the
jurisdiction of its incorporation with full power and authority
to own or lease its properties and conduct its business, and is
duly qualified to do business and is in good standing in each
jurisdiction in which the character of the business conducted by
it or the location of the properties owned or leased by it makes
such qualification necessary;
(g) The Indenture and the Securities have been duly and
validly authorized; and, when the Securities shall have been
delivered against payment therefor as provided herein, the
Indenture and the Securities will be legal, valid and binding
obligations of the Company, enforceable in accordance with their
terms, except as limited by bankruptcy, insolvency and other laws
affecting the enforcement of mortgagees' and other creditors'
rights, the Indenture will be qualified under the Trust Indenture
Act, and the Indenture and the Securities will conform to the
descriptions thereof contained in the Prospectus; and
(h) Other than as set forth in the Prospectus, there are no
legal, governmental or administrative proceedings pending to
which the Company is a party or of which any property of the
Company is the subject, the outcome of which, in the opinion of
the Company, would singly or in the aggregate have a material
adverse effect on the business, property or financial position of
the Company; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others.
2. Purchase and Sale. Subject to the terms and conditions
herein -----------------
set forth, the Company agrees to sell to each of you, and each of you
agrees, severally and not jointly, to purchase from the Company, at the
Price to the Company set forth on the first page hereof plus accrued
interest, if any, thereon from the Interest Commencement Date set forth on
the first page hereof to the Time of Delivery (as hereinafter defined), the
Securities in the amounts set forth opposite your respective names in
Schedule I hereto.
3. Offering. Subject to the terms and conditions herein set
--------
forth, you will make an offering of the Securities upon the terms and
conditions set forth in the Prospectus.
4. Payment and Delivery. Delivery of the Securities and
payment ----------------------
therefor, in Federal or other immediately available funds [New York
Clearing House funds] payable to the order of the Company, shall be made at
the offices of Messrs. Reid & Priest, 40 West 57th Street, New York, New
York at 10:00 A.M., New York City time, on the fifth business day after the
date hereof, or at such other place, time and date as shall be agreed upon
in writing by the Company and you. The hour and date of the delivery and
payment are herein called the "Time of Delivery".
The Securities shall be delivered to you for your respective
accounts in fully registered form and in such authorized denominations and
registered in such names as you may reasonably request in writing not later
than 2:00 P.M., New York City time, on the second business day after the
date hereof, or to the extent not so requested, registered in your
respective names in such authorized denominations as the Company shall
determine. The Company agrees to make the Securities available to you for
checking purposes not later than 2:00 P.M., New York City time, on the last
full business day preceding the Time of Delivery, at the office of Bankers
Trust Company, or at such other place, time or date as may be agreed upon
between the Company and you.
If any one or more of you shall default on your obligation or
obligations to purchase and pay for the Securities which you have agreed
herein to purchase and pay for (such of you which shall have so defaulted
being referred to herein as the "Defaulting Underwriter"), the Company
shall immediately give written notice thereof to each of you which shall
not have so defaulted (the "Non-defaulting Underwriters") or, if one or
more of you shall have executed this Agreement as the representative or
representatives of the Underwriters named in Schedule I hereto, to such
representative or representatives, and the Non-Defaulting Underwriters
shall have the right, within 24 hours after the receipt of such notice by
the Non-defaulting Underwriters or their representative or representatives,
to determine to purchase or to procure one or more others, members of the
National Association of Securities Dealers, Inc. ("NASD") and satisfactory
to the Company, to purchase, upon the terms herein set forth, the amount of
the Securities which the Defaulting Underwriter so agreed to purchase. If
the Non-defaulting Underwriters shall determine to exercise such right,
they shall give notice to the Company of such determination within 24 hours
after their receipt of notice from the Company of such default, and,
thereupon, the Time of Delivery shall be postponed for such period, not
exceeding three business days, as the Company shall determine, in order
that the required changes in the Registration Statement, the Prospectus and
any other documents or arrangements may be effected. If, in the event of
such a default, the Non-defaulting Underwriters shall fail to give such
notice or, within such 24-hour period, shall give notice to the Company
that the Non-defaulting Underwriters will not exercise such right, this
Agreement may be terminated by the Company, upon notice given to the Non-
defaulting Underwriters (or their representative or representatives),
within a further period of 24 hours. If the Company shall not elect to so
terminate this Agreement, it shall have the right:
(a) to require the Non-defaulting Underwriters to purchase
and pay for the respective amounts of the Securities which they
have severally agreed to purchase hereunder and, in addition, to
purchase and pay for (in proportion to their respective
commitments hereunder except as may be otherwise determined by
the Non-defaulting Underwriters) the amount of the Securities
which the Defaulting Underwriter shall have failed to purchase up
to 10% of the respective amounts of the Securities which the Non-
defaulting Underwriters have otherwise agreed to purchase, and/or
(b) to procure one or more others, members of the NASD, to
purchase, upon the terms herein set forth, the amount of the
Securities which the Defaulting Underwriter agreed to purchase or
that portion thereof which the Non-defaulting Underwriters shall
not be obligated to purchase pursuant to the foregoing clause
(a).
In the event the Company shall exercise its rights under (a) and/or (b)
above, the Company shall give notice thereof to the Non-defaulting
Underwriters (or their representative or representatives) within such
further period of 24 hours, and, thereupon, the Time of Delivery shall be
postponed for such period, not exceeding three business days, as the
Company shall determine, in order that the required changes in the
Registration Statement, the Prospectus and any other documents or
arrangements may be effected.
Any action taken by the Company under this Section 4 shall not
relieve any Defaulting Underwriter from liability in respect of its
obligations under this Agreement. Termination by the Company under this
Section 4 shall be without liability on the part of the Company or any Non-
defaulting Underwriter; provided, however, that such termination shall not
affect the payment obligations set forth in Section 5 hereof.
5. Covenants of the Company. The Company agrees with each of
------------------------
you that it will:
(a) Promptly deliver to you a copy of the Registration
Statement and of all amendments thereto (in each case including
copies of all documents (other than exhibits) incorporated
therein by reference and all exhibits filed therewith), either
signed or certified by an officer of the Company, and including a
copy of each consent and opinion included therein or filed as an
exhibit thereto, either signed or certified by an officer of the
Company, and as many unsigned copies of the Registration
Statement and such amendments, as you may reasonably request.
The Company also will deliver to you as soon as practicable after
the date of this Agreement and thereafter from time to time,
during such period of time as a prospectus relating to the
Securities is required to be delivered under the Act, as many
copies of the Prospectus, including any amendments or supplements
thereto, as you may reasonably request for the purposes of the
Act.
(b) Promptly advise you (i) when any amendment of the
Registration Statement shall have become effective, (ii) of any
request by the Commission for any amendment of the Registration
Statement or the Prospectus, and (iii) of the issuance of any
stop order under the Act with respect to the Registration
Statement or the institution of any proceedings therefor of which
the Company shall have received notice. The Company will use its
best efforts to prevent the issuance of any such stop order and
to secure the prompt removal thereof, if issued. The Company
will not file any amendment to the Registration Statement or
supplement to the Prospectus unless the Company has furnished to
you a copy for your review prior to filing.
(c) Pay all expenses and taxes (excluding any transfer
taxes) in connection with (i) the preparation and filing by it of
the Registration Statement and the Prospectus, (ii) the
preparation and delivery of this Agreement and the Supplemental
Indenture, (iii) all corporate and regulatory actions precedent
to the issuance and delivery of the Securities, (iv) the issuance
and delivery of the Securities, (v) except as provided in Section
5(d) hereof, the printing and delivery to you of reasonable
quantities of the Registration Statement, the Prospectus and any
amendment or supplement, (vi) the fees and expenses of the
Trustees and any transfer agent and registrar, and (vii) the
qualification of the Securities for offering and sale under state
securities laws, including the fees, not to exceed $5,000, and
disbursements of your counsel in connection with such
qualification and in connection with blue sky and legal
investment surveys.
(d) During such period of time (not exceeding nine months)
after the effective date of this Agreement as you may be required
by law to deliver a prospectus, if either the Company shall
become aware or you shall advise the Company in writing of the
occurrence of any event which should be set forth in a supplement
to or an amendment of the Prospectus in order to make the
Prospectus not misleading in the light of then existing
circumstances, the Company will forthwith, at its expense,
prepare and furnish to you a reasonable number of copies of a
supplement or an amendment to the Prospectus which will
supplement or amend the Prospectus so that as so supplemented or
amended it will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to
make the statements therein, in the light of then existing
circumstances, not misleading. In case any of you shall be
required to deliver a prospectus after the expiration of nine
months from the date of this Agreement, the Company, upon your
request, will furnish to you, at your expense, a reasonable
quantity of a supplemented or amended prospectus, or supplements
or amendments to the Prospectus complying with Section 10(a) of
the Act.
(e) Make generally available to its security holders, as
soon as practicable, an earning statement (which need not be
audited) covering a period of 12 months beginning on the first
day of the Company's fiscal quarter next succeeding the effective
date of the Registration Statement.
(f) Furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Securities for
offer and sale under the securities or blue sky laws of such
jurisdictions as you may designate, and file and make in each
year such statements or reports as are or may be reasonably
required by the laws of such jurisdictions; provided, however,
that the Company shall not be required to qualify as a foreign
corporation or dealer in securities, or to file any consents to
service of process under the laws of any jurisdiction, or to meet
other requirements deemed by the Company to be unduly burdensome.
(g) During the period beginning on the date of this
Agreement and continuing to and including the 45th day following
the Time of Delivery, not to offer, sell, continue to sell or
otherwise dispose of any other of its securities of the same
class as the Securities without your prior consent.
All fees and disbursements of your counsel (exclusive of fees and
expenses of such counsel which are to be paid by the Company as set forth
in subsection (vi) of Section 5(c) hereof) shall be paid by you; provided,
however, that if this Agreement shall be terminated in accordance with the
provisions of Section 6, 7 or 9 hereof, the Company shall reimburse you for
the amount of such fees and disbursements. The Company shall not be
required to pay any amount for any of your expenses except as provided in
the preceding sentence. The Company shall not in any event be liable to
any of you for damages on account of the loss of anticipated profits.
6. Conditions of Your Obligations to Purchase the Securities.
---------------------------------------------------------
Your several obligations to purchase and pay for the Securities shall be
subject to the accuracy in all material respects of the representations and
warranties of the Company set forth in Section 1 hereof as of the date
hereof, to the accuracy of the statements of officers of the Company made
in any certificate given pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder to be performed at
or prior to the Time of Delivery, and to the following additional
conditions:
(a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of
Delivery; no order of the Commission directed to the adequacy or
accuracy of any document incorporated by reference therein shall
be in effect at such date; and no proceedings for any such
purpose shall be pending before, or threatened by, the Commission
on such date, and you shall have received a certificate dated the
Time of Delivery and signed by an executive officer of the
Company to the effect that no such order is in effect and that no
proceedings for any such purpose are pending before, or to the
knowledge of the Company threatened by, the Commission; (ii)
there shall not have been any change in the capital stock of the
Company nor any material increase in the short-term or long-term
debt of the Company (other than in the ordinary course of
business) from that set forth or contemplated in the Registration
Statement or the Prospectus (or any amendment or supplement
thereto); (iii) there shall not have been, since the respective
dates as of which information is given in the Registration
Statement and the Prospectus (or any amendment or supplement
thereto), except as may otherwise be stated in the Registration
Statement and Prospectus (or any amendment or supplement
thereto), any material adverse change in the business, property,
financial condition or results of operations of the Company and
its subsidiaries taken as a whole; and (iv) the Company and its
subsidiaries shall not have any liabilities or obligations,
direct or contingent (whether or not in the ordinary course of
business), that are material to the Company and its subsidiaries
taken as a whole, other than those reflected in the Registration
Statement or the Prospectus (or any amendment or supplement
thereto).
(b) At the Time of Delivery, there shall be in full force
and effect orders of the Public Utility Commission of Oregon and
the Washington Utilities and Transportation Commission
authorizing the issuance and sale of the Securities on the terms
and conditions herein set forth, and containing no provision
unacceptable to you by reason of the fact that it is materially
adverse to the Company (it being understood that no order in
effect on the date hereof contains any such unacceptable
provision).
(c) At the Time of Delivery, you shall have received from
Bruce B. Samson, Esq., General Counsel of the Company, Reid &
Priest, of counsel to the Company, and Simpson Thacher & Bartlett
(a partnership which includes professional corporations), your
counsel, opinions, dated the Time of Delivery, in substantially
the form and substance prescribed in Exhibits A, B, and C hereto.
(d) At the Time of Delivery, Deloitte & Touche shall have
furnished to you a letter, dated the Time of Delivery, to the
effect that:
(i) They are independent public accountants with
respect to the Company within the meaning of the Act and the
applicable published Rules and Regulations;
(ii) In their opinion, the financial statements
examined by them and incorporated by reference in the
Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act and the published rules and regulations
thereunder;
(iii) On the basis of limited procedures, not
constituting an examination made in accordance with
generally accepted auditing standards, including a reading
of the latest available interim financial statements of the
Company, if any, a reading of the minute books of the
Company since December 31, 1993, inquiries of officials of
the Company responsible for financial and accounting matters
and such other inquiries and procedures as may be specified
in such letter, nothing came to their attention that caused
them to believe that:
(A)(1) any material modifications should be made to
the unaudited condensed consolidated financial statements
incorporated by reference in the Registration Statement for
them to be in conformity with generally accepted accounting
principles, or (2) the unaudited condensed consolidated
financial statements incorporated by reference in the
Registration Statement do not comply with the applicable
accounting requirements of the Exchange Act as they apply to
Form 10-Q and the related published rules and regulations;
(B) at the date of the latest available interim
balance sheet of the Company and at a subsequent specified
date not more than five days prior to the Time of Delivery,
there has been any change in the capital stock (except for
(I) shares of the Company's Common Stock issued under the
Company's Dividend Reinvestment Plan, 1985 Stock Option Plan
or Employee Stock Purchase Plan, (II) shares of Common Stock
issued upon the conversion of shares of the Company's
Convertible Preference Stock or Convertible Debentures, and
(III) shares of Preferred Stock purchased or redeemed
pursuant to or in anticipation of sinking and purchase funds
with respect to the Company's Preferred Stock), or any
increase in the long-term debt of the Company, or any
decrease in net assets, in each case as compared with
amounts shown in the balance sheet as of the date of the
latest financial statements incorporated by reference in the
Registration Statement, except in each case for changes,
increases or decreases which the Registration Statement
discloses have occurred or may occur, which were occasioned
by the declaration of dividends or which are described in
such letter; or
(C) for the 12-month period for which the latest
unaudited financial statements are available, there were any
decreases, as compared with the latest 12-month period for
which financial statements are incorporated by reference in
the Prospectus, in operating revenues, net income and
earnings available for common stock, except in each case for
decreases which the Registration Statement discloses have
occurred or may occur, which were occasioned by the
declaration of dividends or which are described in such
letter; and
(iv) They have performed certain other specified
procedures with respect to certain amounts and percentages
set forth in the Registration Statement or in the documents
incorporated by reference therein, as have been requested by
your counsel and approved by the Company, and have found
them to be in agreement with the records of the Company and
the computations to be arithmetically correct.
(e) At the Time of Delivery, you shall have received a
certificate, dated the Time of Delivery and signed by an
executive officer of the Company, to the effect that (i) the
Company's representations and warranties set forth in Section 1
hereof are true and correct at and as of the Time of Delivery
with the same effect as if made at and as of the Time of
Delivery; provided, that, (A) if any post-effective amendment to
the Registration Statement shall have been filed subsequent to
the date hereof, the Registration Statement referred to in
Section 1(b) hereof shall be deemed, for the purposes of such
certificate, to include such amendment, (B) if the Prospectus
Supplement shall have been filed pursuant to Rule 424 under the
Act, the Prospectus referred to in Sections 1(b), (c), (e), (f)
and (g) hereof shall be deemed, for the purposes of such
certificate, to be the Prospectus as so supplemented or
completed, and (C) the Company's representations and warranties
with respect to the accuracy and sufficiency of the Prospectus
shall not apply to any statements or omissions in the Prospectus
Supplement or the Completed Prospectus made in reliance upon and
in conformity with the information furnished in writing to the
Company, by or on behalf of you, specifically for use therein,
and (ii) the Company has performed all of its obligations
hereunder to be performed at or prior to the Time of Delivery,
(iii) if the Company shall have been required to file the
Prospectus Supplement or the Completed Prospectus, as the case
may be, with the Commission pursuant to Rule 424(b) under the
Act, the Company has done so, and (iv) the orders described in
Section 6(b) hereof are in full force and effect.
(f) All legal proceedings to be taken in connection with
the issuance and sale of the Securities shall be satisfactory in
form and substance to your counsel.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization", as defined
for purposes of Rule 436(g) under the Act, that (i) it is downgrading
its rating assigned to the First Mortgage Bonds or Preferred or
Preference Stock of the Company, or (ii) it is reviewing its
rating assigned to, or placing on credit watch, the First Mortgage
Bonds or Preferred or Preference Stock with a view to possible
downgrading, or with negative implications, or direction not
determined.
(h) Subsequent to the date of this Agreement, there shall not
have occurred (i) any material change in or affecting the business,
properties, financial condition or results of operations of the
Company and its subsidiaries taken as a whole not contemplated by the
Prospectus or any amendment or supplement thereto (including the
documents incorporated by reference therein at the date thereof),
which in your opinion, would materially and adversely affect the
market for the Securities, or (ii) any event or development relating
to or involving the Company or any officer or director of the Company
which makes any statement made in the Prospectus (including the
documents incorporated therein by reference at the date thereof)
untrue or which, in the opinion of the Company and its counsel or you
and your counsel, requires the making of any addition to or change in
the Prospectus or any amendment or supplement thereto in order to
state a material fact required by the Act to be stated therein or
necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or
development would, in your opinion, adversely affect the market for
the Securities.
In case any of the conditions specified above in this Section 6
shall not have been fulfilled at the Time of Delivery, this Agreement may
be terminated by one or more of you which have agreed to purchase, in the
aggregate, 50% or more of the Securities, upon notice thereof to the
Company. Any such termination shall be without liability of any party to
any other party, except as otherwise provided in Section 5 hereof.
7. Conditions of Company's Obligation. The obligation of the
----------------------------------
Company to deliver the Securities at the Time of Delivery shall be subject
to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of
Delivery; no order of the Commission directed to the adequacy or
accuracy of any document incorporated by reference therein shall
be in effect at such date; and no proceedings for any such
purpose shall be pending before, or threatened by, the Commission
on such date.
(b) At the Time of Delivery, there shall be in full force
and effect orders of the Public Utility Commission of Oregon and
the Washington Utilities and Transportation Commission
authorizing the issuance and sale of the Securities on the terms
and conditions herein set forth, and containing no provisions
unacceptable to the Company by reason of the fact that it is
materially adverse to the Company (it being understood that no
order in effect on the date hereof contains any such unacceptable
provision).
In case any of the conditions specified above in this Section 7
shall not have been fulfilled at the Time of Delivery, this Agreement may
be terminated by the Company, upon notice thereof to you. Any such
termination shall be without liability of any party to any other party,
except as otherwise provided in Section 5 hereof.
8. Indemnifications. (a) The Company agrees to indemnify and
----------------
hold harmless each of you and each person who controls any of you within
the meaning of Section 15 of the Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or any other statute or
common law, and to reimburse each of you and each such controlling person
for any legal or other expenses (including, to the extent hereinafter
provided, reasonable counsel fees) incurred by you or them in connection
with investigating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or Prospectus as amended or
supplemented (if any amendments or supplements thereto shall have been
furnished) or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the indemnity agreement
contained in this subsection (a) shall not apply to any such losses, claims,
damages, liabilities, expenses or actions arising out of, or based upon,
any such untrue statement or alleged untrue statement, or any such omission
or alleged omission, if such statement or omission was made in reliance
upon written information furnished to the Company by or on behalf of any of
you specifically for use in connection with the preparation of the
Registration Statement, the Prospectus or any amendment or supplement to
either thereof or arising out of or based upon statements in or omissions
from that part of the Registration Statement which shall constitute the
Statements of Eligibility under the Trust Indenture Act of 1939 of the
Trustees under the Indenture; and provided, further, that the indemnity
agreement contained in this paragraph shall not inure to the benefit of any
of you (or of any of your controlling persons) on account of any losses,
claims, damages, liabilities, expenses or actions arising from the sale of
any of the Securities to any person if a copy of the Prospectus, as
amended or supplemented (if any amendments or supplements thereto shall
have been furnished), excluding any document incorporated by reference
therein, shall not have been sent or given to such person with or prior to
the written confirmation of the sale involved, unless such failure is the
result of non-compliance by the Company with Section 5(a) hereof. The
indemnity agreement of the Company contained in this Section 8(a) and the
representations and warranties of the Company contained in Section 1 hereof
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any of you or any such controlling
person, and shall survive the delivery of the Securities. The indemnity
agreement of the Company contained in this Section 8(a) shall be in
addition to any liability which the Company may otherwise have to an
indemnified party hereunder.
(b) Each of you, severally, agrees to indemnify and hold
harmless the Company, its directors, each of its officers who shall have
signed the Registration Statement and each person who controls the Company
within the meaning of Section 15 of the Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or any other
statute or common law, and to reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided, reasonable counsel
fees) incurred by them in connection with investigating any such losses,
claims, damages or liabilities or in connection with defending any action,
insofar as such losses, claims, damages, liabilities, expenses or actions
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
Prospectus as amended or supplemented (if any amendments or supplements
thereto shall have been furnished) or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission
was made in reliance upon written information furnished to the Company by
or on behalf of any of you specifically for use in connection with the
preparation of the Registration Statement, the Prospectus or any amendment
or supplement to either thereof. Your respective indemnity agreements
contained in this Section 8(b) and the representations and warranties of
each of you which shall have signed this Agreement contained in Section 12
hereof shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Company or any such director,
officer or controlling person, and shall survive the delivery of the
Securities. The indemnity agreement of each of you contained in this
Section 8(b) shall be in addition to any liability which you may otherwise
have to an indemnified party hereunder.
(c) Each of the Company and you, severally, agrees that, upon
the receipt of notice of the commencement of any action against it, any of
its directors or officers, or any person controlling it as aforesaid, in
respect of which indemnity may be sought on account of any indemnity
agreement contained herein, it will promptly give a notice of the
commencement thereof to the party or parties against whom indemnity shall
be sought hereunder, but the omission so to notify such indemnifying party
or parties of any such action shall not relieve such indemnifying party or
parties from any liability which it or they may have to the indemnified
party otherwise than on account of such indemnity agreement. In case such
notice of any such action shall be so given, such indemnifying party shall
be entitled to participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party or parties. If the indemnifying
party shall elect to assume the defense of such action, any indemnified
party or parties who shall be defendant or defendants in such action shall
have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such
counsel retained by it or them shall be at the expense of such indemnified
party or parties unless (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party or parties or
(ii) counsel chosen by the indemnifying party or parties as aforesaid shall
not be satisfactory to the indemnified party or parties or shall for any
reason be unable to act for or continue to act for such indemnified party
or parties; provided, however, that in any case or cases to which the
foregoing clause (ii) shall apply, the indemnifying party or parties shall
not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all such
indemnified parties, which firm shall be chosen by the indemnified party or
parties and satisfactory to the indemnifying party or parties. If the
indemnifying party shall elect not to assume the defense of such action,
such indemnifying party will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Sections 8(a) or
(b) hereof shall be due in accordance with its terms but for any reason
shall be unavailable or insufficient to hold any indemnified party
thereunder harmless in respect of any losses, claims, damages or
liabilities referred to therein, the Company and each of you severally
shall contribute to the aggregate losses, claims, damages and liabilities
to which the Company and one or more of you may be subject, as a result of
such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand
and each of you on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as
any other equitable considerations including, with respect only to any
losses, claims, damages of liabilities referred to in Section 8(a) hereof,
relative benefit. Relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or you, on
the other, and the parties' relative intent, knowledge and access to
information and opportunity to correct or prevent such statement or
omission. The relative benefits received by the Company on the one hand
and you on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Securities (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by you with respect to the offering of the
Securities. Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Company and you agree that it would not
be just and equitable if contribution pursuant to this Section 8(d) were
determined (i) by any method of allocation which does not take account of
the equitable considerations referred to above in this Section 8(d), or
(ii) with respect only to any losses, claims, damages or liabilities
referred to in Section 8(a) hereof, by pro rata allocation (even if you
were treated as one entity for such purpose). The amount paid or payable
by a party entitled to contribution as a result of the losses, claims,
damages or liabilities referred to above in this Section 8(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
party in connection with investigating or defending any such action or
claim. For purposes of this Section 8(d), each person, if any, who
controls any of you within the meaning of Section 15 of the Act shall have
the same rights to contribution as you, and each director, officer of the
Company who shall have signed the Registration Statement and person who
controls the Company within the meaning of Section 15 of the Act shall have
the same rights to contribution as the Company, subject, in each case, to
the fourth sentence of this Section 8(d).
9.(a) Termination. This Agreement may be terminated at any time
-----------
prior to the Time of Delivery, in your absolute discretion, upon notice
thereof to the Company, if prior to the Time of Delivery (i) trading in
securities on the New York Stock Exchange, American Stock Exchange or
National Association of Securities Dealers Automated Quotation System shall
have been suspended, (ii) a general moratorium on commercial banking
activities in New York or Oregon shall have been declared by either Federal
or state authorities, or (iii) there shall have occurred any outbreak or
escalation of hostilities or other domestic or international calamity,
crisis or change in political, financial or economic conditions, the effect
of which on the financial markets of the United States is such as to make
it impracticable or inadvisable to commence or continue the offering of the
Securities at the offering price to the public set forth on the cover page
of the Prospectus (or any amendment or supplement thereto) or to enforce
contracts for the sale of the Securities by you. This Agreement may also
be terminated at any time prior to the Time of Delivery upon notice thereof
to the Company if, in the judgment of one or more of you which have agreed
to purchase 50% or more of the Securities, the subject matter of any
amendment or supplement to the Registration Statement or the Prospectus
renders it either inadvisable to proceed with the public offering of the
Securities or inadvisable to proceed with the delivery of the Securities to
be purchased hereunder. Any termination of this Agreement pursuant to this
Section 9 shall be without liability of any party to any other party,
except as otherwise provided in Section 5 hereof.
(b) Notwithstanding any termination of this Agreement pursuant
to this Section 9, the provisions of Section 8 hereof shall remain in
effect.
10. Notices. All statements, requests, notices and agreements
-------
hereunder shall be in writing or by telephone if confirmed in writing
within 24 hours, and if to you, shall be sufficient in all respects if
delivered or sent by registered mail either to you at your address given on
the last page hereof or, if this Agreement shall have been executed on your
behalf by a representative as provided in Section 13 hereof, to your
representative at its address given on the last page hereof; and if to the
Company shall be sufficient in all respects if delivered or sent by
registered mail to Northwest Natural Gas Company, One Pacific Square, 220
N.W. Second Avenue, Portland, Oregon 97209, Attention: Treasurer and
Controller; provided, however, that any notice to any of you pursuant to
Section 8(c) hereof shall be delivered or sent by registered mail to such
party at its principal executive offices.
11. Information for Use in Prospectuses. The information
-----------------------------------
specified in Schedule I hereto shall be deemed to have been furnished in
writing to the Company by you specifically for use therein.
12. Representations and Warranties of Representatives of the
--------------------------------------------------------
Underwriters. Each of the undersigned, if any, which has signed this
------------
Agreement as representative of the Several Underwriters represents and
warrants to the Company that it has full power and authority (a) to enter
into this Agreement on behalf of each of the Underwriters listed in
Schedule I hereto, and (b) to act on behalf of each of them with respect to
the performance of this Agreement. In all dealings hereunder, the Company
shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of all of you made or given either by all of the
undersigned representatives jointly or by any of the undersigned
representatives individually.
13. Miscellaneous. (a) This Agreement shall be binding upon,
and -------------
inure solely to the benefit of, you, the Company and, to the extent
provided in Section 8 hereof, the directors and officers of the Company and
each person who controls the Company or any of you, and their respective
heirs, executors, administrators, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any of you shall be
deemed a successor or assign by reason merely of such purchase.
(b) This Agreement shall be construed in accordance with the
laws of the State of New York.
(c) This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one
and the same instrument.
(d) This Agreement has been prepared upon the assumption that
there will be more than one Underwriter purchasing the Securities.
Consequently, if there should be only one Underwriter named in Schedule I
hereto, this Agreement shall be read in that light.
If the foregoing is in accordance with your understanding, please
sign and return to us the counterparts hereof enclosed, and upon the
acceptance hereof by you, this letter and such acceptance hereof shall
constitute a binding agreement between you and the Company.
Very truly yours,
NORTHWEST NATURAL GAS COMPANY
By:------------------------------
Title:---------------------------
ACCEPTED at New York, New York,
as of the date first above written.
[UNDERWRITERS]
[ADDRESS]
By: [Name of Representative]
By:______________________________
Authorized Signatory
<PAGE>
SCHEDULE I
Amounts of
Securities
Underwriters to be Purchased*
------------ ----------------
Total
===============
Supplemental Indenture pursuant to which the Securities will be issued:
______________________________________________________________________
______ Supplemental Indenture, dated as of __________.
Information deemed furnished pursuant to Section 11 of the Agreement;
--------------------------------------------------------------------
Information with respect to the price to the public of the Securities
set forth on, and the information set forth in the last paragraph of the
cover page of and in the _________ paragraph under the caption
"Underwriting" in, _______________________.
______________
* Principal amount of debt or number of shares of stock.
<PAGE>
EXHIBIT A
[LETTERHEAD OF BRUCE B. SAMSON]
____________
[UNDERWRITERS]
Dear Sirs:
With reference to the issuance and sale by Northwest Natural Gas
Company (the "Company") pursuant to the Underwriting Agreement, dated
___________ (the "Agreement"), between the Company and you of
________________ in principal amount of First Mortgage Bonds, _______
Series due ____ (the "Securities"), issued under the Company's Mortgage and
Deed of Trust, dated as of July 1, 1946, as supplemented by _________
indentures supplemental thereto, the latest dated as of _____________, to
Bankers Trust Company and Stanley Burg, as Trustees (such Mortgage, as so
supplemented, being hereinafter called the "Indenture"), please be advised
that, as General Counsel of the Company, I have participated in the
preparation of or reviewed (a) the registration statement relating to the
Securities filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act")
(such registration statement, as it became effective, being hereinafter
called the "Registration Statement" and the prospectus constituting a part
of the Registration Statement, in the form (i) completed or supplemented,
(ii) dated ______________, and (iii) filed with the Commission pursuant to
Rule 424(b) under the Securities Act, including the documents incorporated
therein by reference pursuant to Item 12 of Form S-3 on the date hereof,
being hereinafter called the "Prospectus"); (b) the proceedings before the
Public Utility Commission of Oregon and the Washington Utilities and
Transportation Commission for authority to issue and sell the Securities
and the order or orders entered by those Commissions in respect thereto;
(c) the Restated Articles of Incorporation of the Company, its Bylaws and
the actions taken by its Board of Directors and the Executive Committee
thereof authorizing the issuance and sale of the Securities; (d) the
Indenture; and (e) such other matters as I have deemed to be necessary to
enable me to render the opinions herein expressed. I have not examined the
Securities, except a specimen thereof, and have relied upon a certificate
of Bankers Trust Company as to the authentication thereof.
In my examination of the documents referred to above, I have
assumed the authenticity of all such documents submitted to me as
originals, the genuineness of all signatures, the due authority of the
persons executing such documents and the conformity to the originals of all
documents submitted to me as copies.
I am of the opinion that:
1. The Company is a validly organized and existing corporation
in good standing under the laws of the State of Oregon, is qualified
to do business and is in good standing in the State of Washington, and
has power (corporate and other) to own its properties and conduct its
business as described in the Prospectus.
2. The Company holds valid and subsisting franchises, licenses,
permits and consents, free from burdensome restrictions and adequate
for the conduct of its business as and to the extent set forth in the
Registration Statement.
3. The Indenture has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered, and is a valid and binding instrument enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency, or other laws affecting the enforcement of mortgagees' and
other creditors' rights, and conforms to the description thereof
contained in the Prospectus.
4. The Company has good and sufficient title to all the
properties described in, and as subject to the lien of, the Indenture
and now owned by it subject only to excepted encumbrances as defined
in the Indenture, and to minor defects and irregularities customarily
found in properties of like size and character, which do not
materially impair the use of the property affected thereby in the
operation of the business of the Company; the description in the
Indenture of said properties is adequate to constitute the Indenture a
lien thereon; and the Indenture constitutes a valid, direct first
mortgage lien on such properties, which include substantially all of
the permanent physical properties and franchises of the Company (other
than those expressly excepted), subject only to the exceptions
enumerated above in this paragraph.
5. The Securities have been duly and validly authorized and,
when the Securities shall have been delivered against payment therefor
as provided in the Agreement, they will have been duly and validly
issued and will be legal, valid and binding obligations of the Company
enforceable in accordance with their terms, except as limited by
bankruptcy, insolvency, or other laws affecting the enforcement of
mortgagees' and other creditors' rights and will be entitled to the
benefit of the security afforded by the Indenture.
6. The Securities conform as to legal matters with the
description thereof contained in the Prospectus.
7. The Registration Statement has become, and on the date
hereof is, effective under the Securities Act, and, to the best of my
knowledge, no proceedings for a stop order with respect thereto are
pending under Section 8 of the Securities Act, and no order directed
to the adequacy or accuracy of any document incorporated by reference
in the Registration Statement or Prospectus has been issued by the
Commission.
8. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Securities; the issuance
and sale of the Securities in accordance with the Agreement are in
conformity with the terms of such orders; and no further approval,
authorization, consent or other order of any public board or body
(other than in connection or in compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally required
for the issuance and sale of the Securities on the terms and
conditions set forth in the Agreement.
9. The Agreement has been duly and validly authorized, executed
and delivered by or on behalf of the Company.
10. There are no legal, governmental or administrative
proceedings pending to which the Company is a party or of which any
property of the Company is the subject, other than as set forth in the
Prospectus and other than proceedings incident to the kind of business
conducted by the Company, the outcome of which would singly or in the
aggregate have a materially adverse effect on the financial position,
stockholders' equity or results of operations of the Company; and, to
the best of my knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
11. The statements made in the Prospectus as to matters of law
and legal conclusions which, as stated therein, have been set forth
therein on my authority as an expert, have been reviewed by me and are
correct. The descriptions of legal and governmental proceedings
contained in the Prospectus are, to the best of my knowledge, accurate
and fairly present the information required to be shown therein.
12. The consummation of the transactions contemplated in the
Agreement and the fulfillment of the terms thereof will not result in
a breach of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust or other
agreement or instrument known to me to which the Company is a party or
by which it is bound or to which any of the property of the Company is
subject, or the Restated Articles of Incorporation or Bylaws of the
Company or any order, rule or regulation of any court or other
governmental body having jurisdiction over the Company or any of its
property.
Based upon my examination of the Registration Statement and the
Prospectus and my familiarity, as General Counsel of the Company, with its
business and affairs, I have no reason to believe either that the
Registration Statement, as of the date that it became effective, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, except that, in each case, no opinion or belief
is expressed herein with respect to the financial statements or other
financial data of the Company contained in the Registration Statement or
the Prospectus.
I am a member of the bars of the States of Oregon and Washington
and do not hold myself out as expert on the laws of any other state.
I have read the opinions of even date herewith rendered to you by
Reid & Priest and Simpson Thacher & Bartlett, and I concur in the
conclusions therein expressed, insofar as such conclusions involve
questions of Oregon and Washington law.
Reid & Priest and Simpson Thacher & Bartlett, as to matters
governed by the laws of the State of Oregon or the State of Washington, may
rely upon this opinion as if it were addressed directly to each of them; it
being understood, however, that this opinion may be relied upon by you and
by them only in connection with the issuance and sale of the Securities.
This opinion may not be relied upon by you or by them for any other
purpose, or relied upon by any other person without, in each instance, my
prior written consent.
Very truly yours,
BRUCE B. SAMSON
<PAGE>
EXHIBIT B
[REID & PRIEST]
______________
[UNDERWRITERS]
Dear Sirs:
With reference to the issuance and sale by Northwest Natural Gas
Company (the "Company") pursuant to the Underwriting Agreement, dated
______________ (the "Agreement"), between the Company and you of
______________ in principal amount of First Mortgage Bonds, ______ Series
due ____ (the "Securities"), issued under the Company's Mortgage and Deed
of Trust, dated as of July 1, 1946, as supplemented by __________
indentures supplemental thereto, the latest dated as of ____________, to
Bankers Trust Company and Stanley Burg, as Trustees (such Mortgage, as so
supplemented, being hereinafter called the "Indenture"), please be advised
that, as counsel to the Company, we have participated in the preparation of
or reviewed (a) the registration statement relating to the Securities filed
by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act") (such
registration statement, as it became effective, being hereinafter called
the "Registration Statement" and the prospectus constituting a part of the
Registration Statement, in the form (i) completed or supplemented, (ii)
dated ______________ and (iii) filed with the Commission pursuant to Rule
424(b) under the Securities Act, including the documents incorporated
therein by reference pursuant to Item 12 of Form S-3 on the date hereof,
being hereinafter called the "Prospectus"); (b) the proceedings before the
Public Utility Commission of Oregon and the Washington Utilities and
Transportation Commission for authority to issue and sell the Securities
and the order or orders entered by the Commissions in respect thereto; (c)
the Restated Articles of Incorporation of the Company, its Bylaws and the
actions taken by its Board of Directors and the Executive Committee thereof
authorizing the issuance and sale of the Securities; (d) the Indenture; and
(e) such other matters as we have deemed to be necessary to enable us to
render the opinions herein expressed. We have not examined the Securities,
except a specimen thereof, and have relied upon a certificate of Bankers
Trust Company as to the authentication thereof.
In our examination of the documents referred to above, we have
assumed the authenticity of all such documents submitted to us as
originals, the genuineness of all signatures, the due authority of the
persons executing such documents and the conformity to the originals of all
documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a validly organized and existing corporation
in good standing under the laws of the State of Oregon, and is
qualified to do business and is in good standing in the State of
Washington.
2. The Indenture has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered, has been duly qualified under the Trust Indenture Act of
1939, as amended, and is a valid and binding instrument enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency
or other laws affecting enforcement of mortgagees' and other
creditors' rights.
3. The Securities are legal, valid and binding obligations of
the Company enforceable in accordance with their terms, except as
limited by bankruptcy, insolvency or other laws affecting enforcement
of mortgagees' and other creditors' rights and are entitled to the
benefit of the security afforded by the Indenture.
4. The Indenture and the Securities conform as to legal matters
with the descriptions thereof contained in the Prospectus.
5. The Registration Statement has become, and on the date
hereof is, effective under the Securities Act, and, to the best of our
knowledge, no proceedings for a stop order with respect thereto are
pending under Section 8 of the Securities Act, and no order directed
to the adequacy or accuracy of any document incorporated by reference
in the Registration Statement or Prospectus has been issued by the
Commission.
6. The Registration Statement, as of its effective date, and
the Prospectus, as of the time it was filed with the Commission
pursuant to Rule 424(b) complied as to form in all material respects
with the requirements of the Securities Act, the Trust Indenture Act
of 1939, as amended, and the rules and regulations thereunder, and the
documents incorporated by reference in the Prospectus on the date
hereof complied as to form in all material respects with the
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder at the respective times at which such documents
were filed with the Commission, except that we express no opinion with
respect to the financial statements and other financial data contained
in the Registration Statement or the Prospectus.
7. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Securities; the issuance
and sale of the Securities are in conformity with the terms of such
orders; and no further approval, authorization, consent or other order
of any public board or body (other than in connection or in compliance
with the provisions of the securities or blue sky laws of any
jurisdiction) is legally required for the issuance and sale of the
Securities on the terms and conditions set forth in the Agreement.
8. The Agreement has been duly and validly authorized, executed
and delivered by or on behalf of the Company.
In passing upon the form of the Registration Statement and the
Prospectus, we necessarily assume the correctness and completeness of the
statements made therein by the Company and take no responsibility therefor,
except as set forth in paragraph 4 above. In the course of the preparation
by the Company of the Registration Statement, we had conferences with
certain of its officers and employees and with the General Counsel of the
Company. Our examination of the Registration Statement and the Prospectus
and our discussions in the above-mentioned conferences did not disclose to
us any information which gives us reason to believe either that the
Registration Statement, as of the date it became effective, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, except that, in each case, no opinion or belief
is expressed herein with respect to the financial statements or other
financial data contained in the Registration Statement or the Prospectus.
We are members of the New York Bar and do not hold ourselves out
as experts on the laws of the States of Oregon and Washington. As to all
matters of Oregon and Washington law (including titles to property and
franchises and the lien of the Indenture, upon which we do not pass), we
have relied, with your consent, upon an opinion addressed to you of even
date herewith of Bruce B. Samson, Esq., General Counsel of the Company,
whom we believe to be qualified to pass upon such matters.
This opinion may be relied upon by you only in connection with
the issuance and sale of the Securities. This opinion may not be relied
upon by you for any other purpose, or relied upon by any other person,
without, in each instance, our prior written consent.
Very truly yours,
REID & PRIEST
<PAGE>
EXHIBIT C
[Letterhead of Simpson Thacher & Bartlett (A Partnership
which Includes Professional Corporations)]
______, 1994
[Representatives]
and the other several
Underwriters named in Schedule I
to the Underwriting Agreement
dated ______, 199- with
Northwest Natural Gas Company
[Address]
Dear Sirs:
We have acted as your counsel in connection with the purchase by
you, pursuant to the Underwriting Agreement dated _____, 199_ (the
"Underwriting Agreement") between Northwest Natural Gas Company, an Oregon
corporation (the "Company"), and you of $__________ aggregate principal
amount of First Mortgage Bonds, _____% Series Due ____ (the "Securities"),
of the Company, issued under the Company's Mortgage and Deed of Trust dated
as of July 1, 1946, as supplemented by _______ indentures supplemental
thereto, the latest dated as of _____, 199_ (said Mortgage and Deed of
Trust, as so supplemented, being herein called the "Mortgage"), to Bankers
Trust Company (the "Corporate Trustee") and Stanley Burg (successor
Individual Trustee), as Trustees (the "Trustees").
We have examined the Registration Statement on Form S-3 (File No.
33-______) filed by the Company under the Securities Act of 1933, as
amended (the "Act"), as it became effective under the Act (the
"Registration Statement"); the Company's prospectus dated ______, 1994, as
supplemented by the prospectus supplement dated _____, 199_ (the
"Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules
and regulations of the Securities and Exchange Commission (the
"Commission") under the Act, which pursuant to Form S-3 incorporates by
reference or is deemed to incorporate by reference the Annual Report on
Form 10-K of the Company for the fiscal year ended December 31, 199_, and
____________ (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the
Mortgage. In addition, we have examined, and have relied as to matters of
fact upon, the documents delivered to you at the closing (except the
Securities, of which we have examined a specimen), and upon originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents or oral statements of public officials
and of officers and representatives of the Company, and have made such
other and further investigations, as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that in our opinion:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Oregon.
2. The Mortgage has been duly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and, assuming due
authorization, execution and delivery thereof by the Trustees,
constitutes a valid and legally binding instrument of the Company
enforceable against the Company in accordance with its terms.
3. The Securities have been duly authorized, executed and issued
by the Company and, assuming due authentication thereof by the
Corporate Trustee and upon payment and delivery in accordance with the
Underwriting Agreement, will constitute valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms and entitled to the benefits of the
Mortgage.
4. The statements made in the Prospectus under the captions
"Description of the New Bonds" and ________, insofar as they purport
to constitute summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents in all
material respects.
5. The Underwriting Agreement has been duly authorized, executed
and delivered by the Company.
6. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Securities; the issuance
and sale of the Securities in accordance with the Underwriting
Agreement are in conformity with the terms of such orders; and no
other approval or consent of any Federal, Oregon or Washington
governmental body (except for any approval or consent under state
"blue sky" or securities laws, as to which we express no opinion) is
required for the issuance and sale of the Securities to you on the
terms and conditions set forth in the Underwriting Agreement.
Our opinions set forth in paragraphs 2 and 3 above are subject to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.
All legal proceedings taken by the Company in connection with the
authorization and delivery of the Securities, and the legal opinions dated
the date hereof, rendered to you by Bruce B. Samson, Esq., General Counsel
of the Company, and Reid & Priest, counsel for the Company, are in form
satisfactory to us. Insofar as the opinions expressed herein relate to or
are dependent upon matters governed by the laws of the States of Oregon
and/or Washington, we have relied upon the aforesaid opinion of Bruce B.
Samson, Esq. We express no opinion on matters relating to titles to
property, franchises or the lien of the Mortgage.
We have not independently verified the accuracy, completeness or
fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraph 4 above. In
the course of the preparation by the Company of the Registration Statement
and the Prospectus (excluding the Exchange Act Documents), we participated
in conferences with certain officers and employees of the Company, with
representatives of Deloitte & Touche and with counsel to the Company. We
did not prepare the Exchange Act Documents or review the Exchange Act
Documents prior to their filing with the Commission. Based upon our
examination of the Registration Statement, the Prospectus and the Exchange
Act Documents, our investigations made in connection with the preparation
of the Registration Statement and the Prospectus (excluding the Exchange
Act Documents) and our participation in the conferences referred to above,
(i) we are of the opinion that the Registration Statement, as of its
effective date, and the Prospectus, as of ____________, 199__, complied as
to form in all material respects with the requirements of the Act, the
Trust Indenture Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents complied as to
form when filed in all material respects with the requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion with respect to
the financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Prospectus
or the Exchange Act Documents, and (ii) we have no reason to believe that
the Registration Statement [, as of its effective date (including the
Exchange Act Documents on file with the Commission on such effective date,]
[, as of the date of filing of the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 199_ (including such Annual
Report for the fiscal year ended December 31, 199_),] contained any untrue
statement of a material fact or omitted to state any material fact required
to be stated therein or necessary in order to make the statements therein
not misleading or that the Prospectus (including the Exchange Act
Documents) contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, except that in each case we express no belief with respect to
the financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Prospectus
or the Exchange Act Documents.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the
State of New York and the Federal law of the United States and, to the
extent set forth herein and in reliance solely upon the aforesaid opinion
of Bruce B. Samson, Esq., the laws of the States of Oregon and Washington.
This opinion is rendered to you in connection with the above
described transactions. This opinion may not be relied upon by you for any
other purpose, or relied upon by, or furnished to, any other person, firm
or corporation without our prior written consent.
Very truly yours,
EXHIBIT 1(b)
UNDERWRITING AGREEMENT
----------------------
NORTHWEST NATURAL GAS COMPANY
Common Stock
Price to the Company: $_____ per Share
__________ __, 1994
To the Underwriters named in Schedule I hereto
Dear Sirs:
Northwest Natural Gas Company, an Oregon corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to you the aggregate number of shares of its Common Stock
set forth opposite your respective names in Schedule I hereto, at the price
to the Company set forth above. In addition, for the sole purpose of
covering over-allotments in connection with the sale of such securities,
the Company proposes to grant to you an option (the "Option") to purchase
from the Company, in the same proportions as set forth in Schedule I
hereto, not more than an additional ________ shares of its Common Stock,
exercisable within the period of 30 days from the date hereof, at the Price
to the Company set forth above. As used herein (except in Sections 2, 4
and 6 hereof where it shall include only the aggregate amount of Common
Stock set forth in Schedule I hereto), the term "Securities" shall be
deemed to include both the aggregate amount of Common Stock set forth in
Schedule I hereto and the aggregate amount of Common Stock to be purchased
by you upon the exercise of the Option.
1. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to, and agrees with, each of you that:
(a) A registration statement with respect to the Securities has
been prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Act, has been filed with the
Commission and has become effective. Copies of the registration statement,
together with all amendments, if any, and of the prospectus contained
therein, in the form in which it became effective, including the documents
incorporated in such prospectus by reference, have heretofore been
delivered to you. The registration statement in the form in which it most
recently became effective, including all exhibits thereto, is referred to
hereinafter as the "Registration Statement". The prospectus, including the
documents incorporated therein by reference, contained in the Registration
Statement is referred to hereinafter as the "Prospectus"; provided, that,
when, on or after the date hereof, the Prospectus shall be supplemented
with respect to the Securities (the "Prospectus Supplement") or shall be
completed pursuant to Rule 430A (the "Completed Prospectus"), in a filing
with the Commission pursuant to Rule 424(b) under the Act, "Prospectus",
for all purposes of this Agreement, except this Section 1, shall mean the
Prospectus as so supplemented or completed;
(b) No stop order with respect to the Registration Statement has
been issued by the Commission under the Act and no proceeding therefor
of which the Company has received notice has been instituted; the
Registration Statement, at the time it became effective, conformed in
all material respects to the requirements of the Act and the Rules and
Regulations; on the date hereof, neither the Registration Statement
nor the Prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circum-
stances under which they were made, not misleading; and each document
incorporated by reference in the Prospectus and filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") conformed when so
filed in all material respects to the requirements of the Exchange Act
and the applicable rules and regulations thereunder;
(c) Since the respective dates as of which information is given
in the Prospectus, there has not been any material adverse change in
the business, property or financial condition of the Company, and
there has not been any material transaction entered into by the
Company other than transactions in the ordinary course of business and
transactions referred to in, or contemplated by, the Prospectus; and
the Company does not have any material contingent obligation which is
not disclosed in the Prospectus;
(d) The consummation by the Company of the transactions herein
contemplated and the fulfillment of the terms hereof will not result
in a breach of any of the terms or provisions of, or constitute a
default under, any statute, indenture, mortgage, deed of trust or
other agreement or instrument to which the Company is a party or by
which it is bound or to which any of the property of the Company is
subject, or any order, rule or regulation applicable to the Company of
any court or governmental agency or body having jurisdiction over the
Company or any of its properties; no approval, authorization, consent
or order of any public board or body is legally required for the
issuance and sale of the Securities by the Company hereunder, except
such as may be issued by the Public Utility Commission of Oregon and
the Washington Utilities and Transportation Commission or be required
under the Act or state securities laws;
(e) The financial statements, together with related notes,
incorporated by reference in the Prospectus present fairly the
financial position and the results of operations of the Company on the
bases set forth in such statements and related notes at the dates or
for the periods to which they apply; and such statements and related
notes have been prepared in accordance with generally accepted
principles of accounting, consistently applied throughout the periods
involved, except as otherwise stated therein;
(f) The Company is a validly organized and existing corporation
in good standing under the laws of the State of Oregon, and is
qualified to do business and is in good standing as a foreign
corporation in the State of Washington, with power (corporate and
other) to own its properties and conduct its business as described in
the Prospectus and each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, with full
power and authority to own or lease its properties and conduct its
business, and is duly qualified to do business and is in good standing
in each jurisdiction in which the character of the business conducted
by it or the location of the properties owned or leased by it makes
such qualification necessary;
(g) All of the outstanding shares of the capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; when the Securities shall have been delivered
against payment therefor as provided herein, they will have been duly
and validly authorized and issued and fully paid and non-assessable;
and the Securities conform to the description thereof contained in the
Prospectus; and
(h) Other than as set forth in the Prospectus, there are no
legal, governmental or administrative proceedings pending to which the
Company is a party or of which any property of the Company is the
subject, the outcome of which, in the opinion of the Company, would
singly or in the aggregate have a material adverse effect on the
business, property or financial position of the Company; and, to the
best of the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
2. Purchase and Sale. Subject to the terms and conditions
-----------------
herein set forth, the Company agrees to sell to each of you, and each of
you agrees, severally and not jointly, to purchase from the Company, at the
Price to the Company set forth in Schedule I hereto, the Securities in the
amounts set forth opposite your respective names in Schedule I hereto.
In addition, the Company hereby grants to you the Option. The
Option may be exercised, in whole or in part, on one occasion during the
term thereof by written notice from you to the Company. Such notice shall
set forth the number of shares of Common Stock (the "Option Shares") as to
which the Option is being exercised and specify the date of delivery of,
and payment for, such shares, which date shall be neither earlier than the
latter of the Time of Delivery or the second business day after the date of
exercise nor later than the seventh business day after the date of
exercise.
3. Offering. Subject to the terms and conditions herein set
--------
forth, you will make an offering of the Securities upon the terms and
conditions set forth in the Prospectus.
4. Payment and Delivery. Delivery of the Securities and payment
--------------------
therefor, in Federal or other immediately available funds [New York
Clearing House funds] payable to the order of the Company, shall be made at
the office of Reid & Priest, 40 West 57th Street, New York, New York, at
10:00 A.M., New York City time, on the fifth business day after the date
hereof, or at such other place, time and date as shall be agreed upon in
writing by the Company and you. The hour and date of such delivery and
payment are herein called the "Time of Delivery".
The Securities shall be delivered to you for your respective
accounts in fully registered form and in such authorized denominations and
registered in such names as you may reasonably request in writing not later
than 2:00 P.M., New York City time, on the second business day after the
date hereof, or to the extent not so requested, registered in your
respective names in such authorized denominations as the Company shall
determine. The Company agrees to make the Securities available to you for
checking purposes not later than 2:00 P.M., New York City time, on the last
full business day preceding the Time of Delivery, at the office of Bankers
Trust Company, or at such other place, time or date as may be agreed upon
between the Company and you.
Delivery of the Option Shares and payment therefor, in New York
Clearing House funds payable to the order of the Company, shall be made at
the office of Reid & Priest, 40 West 57th Street, New York, New York, at
10:00 A.M., New York City time, on the date specified by you in accordance
with Section 2 hereof, or at such other place, time and date as shall be
agreed upon in writing by the Company and you. The hour and date of such
delivery and payment are herein called the "Option Shares Time of
Delivery".
The Option Shares shall be delivered to you for your respective
accounts in fully registered form and in such authorized denominations and
registered in such names as you may reasonably request in writing not later
than 2:00 P.M., New York City time, on the second business day preceding
the Option Shares Time of Delivery, or to the extent not so requested,
registered in your respective names in such authorized denominations as the
Company shall determine. The Company agrees to make the Option Shares
available to you for checking purposes not later than 2:00 P.M., New York
City time, on the last full business day preceding the Option Shares Time
of Delivery, at the office of Bankers Trust Company, or at such other
place, time or date as may be agreed upon between the Company and you.
If any one or more of you shall default on your obligation or
obligations to purchase and pay for the Securities which you have agreed
herein to purchase and pay for (such of you which shall have so defaulted
being referred to herein as the "Defaulting Underwriter"), the Company
shall immediately give written notice thereof to each of you which shall
not have so defaulted (the "Non-defaulting Underwriters") or, if one or
more of you shall have executed this Agreement as the representative or
representatives of the Underwriters named in Schedule I hereto, to such
representative or representatives, and the Non-defaulting Underwriters
shall have the right, within 24 hours after the receipt of such notice by
the Non-defaulting Underwriters or their representative or representatives,
to determine to purchase or to procure one or more others, members of the
National Association of Securities Dealers, Inc. ("NASD") and satisfactory
to the Company, to purchase, upon the terms herein set forth, the amount of
the Securities which the Defaulting Underwriter so agreed to purchase. If
the Non-defaulting Underwriters shall determine to exercise such right,
they shall give notice to the Company of such determination within 24 hours
after their receipt of notice from the Company of such default, and,
thereupon, the Time of Delivery shall be postponed for such period, not
exceeding three business days, as the Company shall determine, in order
that the required changes in the Registration Statement, the Prospectus and
any other documents or arrangements may be effected. If, in the event of
such a default, the Non-defaulting Underwriters shall fail to give such
notice or, within such 24-hour period, shall give notice to the Company
that the Non-defaulting Underwriters will not exercise such right, this
Agreement may be terminated by the Company, upon notice given to the Non-
defaulting Underwriters (or their representative or representatives),
within a further period of 24 hours. If the Company shall not elect to so
terminate this Agreement, it shall have the right:
(a) to require the Non-defaulting Underwriters to purchase and
pay for the respective amounts of the Securities which they have
severally agreed to purchase hereunder and, in addition, to purchase
and pay for (in proportion to their respective commitments hereunder
except as may be otherwise determined by the Non-defaulting
Underwriters) the amount of the Securities which the Defaulting
Underwriter shall have failed to purchase up to 10% of the respective
amounts of the Securities which the Non-defaulting Underwriters have
otherwise agreed to purchase, and/or
(b) to procure one or more others, members of the NASD, to
purchase, upon the terms herein set forth, the amount of the
Securities which the Defaulting Underwriter agreed to purchase or that
portion thereof which the Non-defaulting Underwriters shall not be
obligated to purchase pursuant to the foregoing clause (a).
In the event the Company shall exercise its rights under (a) and/or (b)
above, the Company shall give notice thereof to the Non-defaulting
Underwriters (or their representative or representatives) within such
further period of 24 hours, and, thereupon, the Time of Delivery shall be
postponed for such period, not exceeding three business days, as the
Company shall determine, in order that the required changes in the
Registration Statement, the Prospectus and any other documents or
arrangements may be effected.
Any action taken by the Company under this Section 4 shall not
relieve any Defaulting Underwriter from liability in respect of its
obligations under this Agreement. Termination by the Company under this
Section 4 shall be without liability on the part of the Company or any Non-
defaulting Underwriter; provided, however, that such termination shall not
affect the payment obligations set forth in Section 5 hereof.
5. Covenants of the Company. The Company agrees with each of
------------------------
you that it will:
(a) Promptly deliver to you a copy of the Registration Statement
and of all amendments thereto (in each case including copies of all
documents (other than exhibits) incorporated therein by reference and
all exhibits filed therewith), either signed or certified by an
officer of the Company, and including a copy of each consent and
opinion included therein or filed as an exhibit thereto, either signed
or certified by an officer of the Company, and as many unsigned copies
of the Registration Statement and such amendments, as you may
reasonably request. The Company also will deliver to you as soon as
practicable after the date of this Agreement and thereafter from time
to time, during such period of time as a prospectus relating to the
Securities is required to be delivered under the Act, as many copies
of the Prospectus, including any amendments or supplements thereto, as
you may reasonably request for the purposes of the Act.
(b) Promptly advise you (i) when any amendment of the
Registration Statement shall have become effective, (ii) of any
request by the Commission for any amendment of the Registration
Statement or the Prospectus, and (iii) of the issuance of any stop
order under the Act with respect to the Registration Statement or the
institution of any proceedings therefor of which the Company shall
have received notice. The Company will use its best efforts to
prevent the issuance of any such stop order and to secure the prompt
removal thereof, if issued. The Company will not file any amendment
to the Registration Statement or supplement to the Prospectus unless
the Company has furnished to you a copy for your review prior to
filing.
(c) Pay all expenses and taxes (excluding any transfer taxes) in
connection with (i) the preparation and filing by it of the
Registration Statement and the Prospectus, (ii) the preparation and
delivery of this Agreement, (iii) all corporate and regulatory actions
precedent to the issuance and delivery of the Securities, (iv) the
issuance and delivery of the Securities, (v) except as provided in
Section 5(d) hereof, the printing and delivery to you of reasonable
quantities of the Registration Statement, the Prospectus and any
amendment or supplement, (vi) the fees and expenses of any transfer
agent and registrar, and (vii) the qualification of the Securities for
offering and sale under state securities laws, including the fees, not
to exceed $5,000, and disbursements of your counsel in connection with
such qualification and in connection with blue sky surveys.
(d) During such period of time (not exceeding nine months) after
the effective date of the Registration Statement as you may be
required by law to deliver a prospectus, if either the Company shall
become aware or you shall advise the Company in writing of the
occurrence of any event which should be set forth in a supplement to
or an amendment of the Prospectus in order to make the Prospectus not
misleading in the light of then existing circumstances, the Company
will forthwith, at its expense, prepare and furnish to you a
reasonable number of copies of a supplement or an amendment to the
Prospectus which will supplement or amend the Prospectus so that as so
supplemented or amended it will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of then existing
circumstances, not misleading. In case any of you shall be required
to deliver a prospectus after the expiration of nine months from the
date of this Agreement, the Company, upon your request, will furnish
to you, at your expense, a reasonable quantity of a supplemented or
amended prospectus, or supplements or amendments to the Prospectus
complying with Section 10(a) of the Act.
(e) Make generally available to its security holders, as soon as
practicable, an earning statement (which need not be audited) covering
a period of 12 months beginning on the first day of the Company's
fiscal quarter next succeeding the effective date of the Registration
Statement.
(f) Furnish such proper information as may be lawfully required
and otherwise cooperate in qualifying the Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as
you may designate, and file and make in each year such statements or
reports as are or may be reasonably required by the laws of such
jurisdictions; provided, however, that the Company shall not be
required to qualify as a foreign corporation or dealer in securities,
or to file any consents to service of process under the laws of any
jurisdiction, or to meet other requirements deemed by the Company to
be unduly burdensome.
(g) Except for sales of equity securities pursuant to
shareholder and employee plans, during the period beginning on the
date of this Agreement and continuing to and including the 45th day
following the Time of Delivery, not to offer, sell, continue to sell
or otherwise dispose of any other of its securities of the same class
as the Securities without your prior consent.
All fees and disbursements of your counsel (exclusive of fees and
expenses of such counsel which are to be paid by the Company as set forth
in subsection (vi) of Section 5(c) hereof) shall be paid by you; provided,
however, that if this Agreement shall be terminated in accordance with the
provisions of Section 6, 7 or 9 hereof, the Company shall reimburse you for
the amount of such fees and disbursements. The Company shall not be
required to pay any amount for any of your expenses except as provided in
the preceding sentence. The Company shall not in any event be liable to
any of you for damages on account of the loss of anticipated profits.
6. Conditions of Your Obligations to Purchase the Securities.
---------------------------------------------------------
Your several obligations to purchase and pay for the Securities shall be
subject to the accuracy in all material respects of the representations and
warranties of the Company set forth in Section 1 hereof as of the date
hereof, to the accuracy of the statements of officers of the Company made
in any certificate given pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder to be performed at
or prior to the Time of Delivery, and to the following additional
conditions:
(a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of Delivery; no
order of the Commission directed to the adequacy or accuracy of any
document incorporated by reference therein shall be in effect at such
date; and no proceedings for any such purpose shall be pending before,
or threatened by, the Commission on such date, and you shall have
received a certificate dated the Time of Delivery and signed by an
executive officer of the Company to the effect that no such order is
in effect and that no proceedings for any such purpose are pending
before, or to the knowledge of the Company threatened by, the
Commission; (ii) there shall not have been any change in the capital
stock of the Company nor any material increase in the short-term or
long-term debt of the Company (other than in the ordinary course of
business) from that set forth or contemplated in the Registration
Statement or the Prospectus (or any amendment or supplement thereto);
(iii) there shall not have been, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), except as may
otherwise be stated in the Registration Statement and Prospectus (or
any amendment or supplement thereto), any material adverse change in
the business, property, financial condition or results of operations
of the Company and its subsidiaries taken as a whole; and (iv) the
Company and its subsidiaries shall not have any liabilities or
obligations, direct or contingent (whether or not in the ordinary
course of business), that are material to the Company and its
subsidiaries taken as a whole, other than those reflected in the
Registration Statement or the Prospectus (or any amendment or
supplement thereto).
(b) At the Time of Delivery, there shall be in full force and
effect orders of the Public Utility Commission of Oregon and the
Washington Utilities and Transportation Commission authorizing the
issuance and sale of the Securities on the terms and conditions herein
set forth, and containing no provision unacceptable to you by reason
of the fact that it is materially adverse to the Company (it being
understood that no order in effect on the date hereof contains any
such unacceptable provision).
(c) At the Time of Delivery, you shall have received from Bruce
B. Samson, Esq., General Counsel of the Company, Reid & Priest, of
counsel to the Company, and Simpson Thacher & Bartlett (a partnership
which includes professional corporations), your counsel, opinions,
dated the Time of Delivery, in substantially the form and substance
prescribed in Exhibits A, B and C hereto.
(d) At the Time of Delivery, Deloitte & Touche shall have
furnished to you a letter, dated the Time of Delivery, to the effect
that:
(i) They are independent public accountants with respect to
the Company within the meaning of the Act and the applicable
published Rules and Regulations;
(ii) In their opinion, the financial statements examined by
them and incorporated by reference in the Registration Statement
comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the published
rules and regulations thereunder;
(iii) On the basis of limited procedures, not constituting
an examination made in accordance with generally accepted
auditing standards, including a reading of the latest available
interim financial statements of the Company, if any, a reading of
the minute books of the Company since December 31, 1993,
inquiries of officials of the Company responsible for financial
and accounting matters and such other inquiries and procedures as
may be specified in such letter, nothing came to their attention
that caused them to believe that:
(A)(1) any material modifications should be made to the
unaudited condensed consolidated financial statements
incorporated by reference in the Registration Statement for
them to be in conformity with generally accepted accounting
principles, or (2) the unaudited condensed consolidated
financial statements incorporated by reference in the
Registration Statement do not comply with the applicable
accounting requirements of the Exchange Act as they apply to
Form 10-Q and the related published rules and regulations;
(B) at the date of the latest available interim
balance sheet of the Company and at a subsequent specified
date not more than five days prior to the Time of Delivery,
there has been any change in the capital stock (except for
(I) shares of the Company's Common Stock issued under the
Company's Dividend Reinvestment Plan, 1985 Stock Option Plan
or Employee Stock Purchase Plan, (II) shares of Common Stock
issued upon the conversion of shares of the Company's
Convertible Preference Stock or Convertible Debentures, and
(III) shares of Preferred Stock purchased or redeemed
pursuant to or in anticipation of sinking and purchase funds
with respect to the Company's Preferred Stock), or any
increase in the long-term debt of the Company, or any
decrease in net assets, in each case as compared with
amounts shown in the balance sheet as of the date of the
latest financial statements incorporated by reference in the
Registration Statement, except in each case for changes,
increases or decreases which the Registration Statement
discloses have occurred or may occur, which were occasioned
by the declaration of dividends or which are described in
such letter; or
(C) for the 12-month period for which the latest
unaudited financial statements are available, there were any
decreases, as compared with the latest 12-month period for
which financial statements are incorporated by reference in
the Prospectus, in operating revenues, net income and
earnings available for common stock, except in each case for
decreases which the Registration Statement discloses have
occurred or may occur, which were occasioned by the
declaration of dividends or which are described in such
letter; and
(iv) They have performed certain other specified procedures
with respect to certain amounts and percent-ages set forth in the
Registration Statement or in the documents incorporated by
reference therein, as have been requested by your counsel and
approved by the Company, and have found them to be in agreement
with the records of the Company and the computations to be
arithmetically correct.
(e) At the Time of Delivery, you shall have received a
certificate, dated the Time of Delivery and signed by an executive
officer of the Company, to the effect that (i) the Company's
representations and warranties set forth in Section 1 hereof are true
and correct at and as of the Time of Delivery with the same effect as
if made at and as of the Time of Delivery; provided, that, (A) if any
post-effective amendment to the Registration Statement shall have been
filed subsequent to the date hereof, the Registration Statement
referred to in Section 1(b) hereof shall be deemed, for the purposes
of such certificate, to include such amendment, (B) if the Prospectus
Supplement or the Completed Prospectus shall have been filed pursuant
to Rule 424 under the Act, the Prospectus referred to in Sections
1(b), (c), (e), (f) and (g) hereof shall be deemed, for the purposes
of such certificate, to be the Prospectus as so supplemented or
completed, and (C) the Company's representations and warranties with
respect to the accuracy and sufficiency of the Prospectus shall not
apply to any statements or omissions in the Prospectus Supplement or
the Completed Prospectus made in reliance upon and in conformity with
the information furnished in writing to the Company, by or on behalf
of you, specifically for use therein, (ii) the Company has performed
all of its obligations hereunder to be performed at or prior to the
Time of Delivery, (iii) if the Company shall have been required to
file the Prospectus Supplement or the Completed Prospectus, as the
case may be, with the Commission pursuant to Rule 424(b) under the
Act, the Company has done so, and (iv) the orders described in Section
6(b) hereof are in full force and effect.
(f) All legal proceedings to be taken in connection with the
issuance and sale of the Securities shall be satisfactory in form and
substance to your counsel.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization", as defined
for purposes of Rule 436(g) under the Act, that (i) it is downgrading
its rating assigned to any debt securities or preferred or preference
stock of the Company, or (ii) it is reviewing its rating assigned to,
or placing on credit watch, any debt securities or preferred or
preference stock of the Company with a view to downgrading, or with
negative implications, or direction not determined.
(h) Subsequent to the date of this Agreement, there shall not
have occurred (i) any material change in or affecting the business,
properties, financial condition or results of operations of the
Company and its subsidiaries taken as a whole not contemplated by the
Prospectus or any amendment or supplement thereto (including the
documents incorporated by reference therein at the date thereof),
which in your opinion, would materially and adversely affect the
market for the Securities, or (ii) any event or development relating
to or involving the Company or any officer or director of the Company
which makes any statement made in the Prospectus (including the
documents incorporated therein by reference at the date thereof)
untrue or which, in the opinion of the Company and its counsel or you
and your counsel, requires the making of any addition to or change in
the Prospectus or any amendment or supplement thereto in order to
state a material fact required by the Act to be stated therein or
necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or
development would, in your opinion, adversely affect the market for
the Securities.
(i) The Securities shall be approved for trading, or shall be
capable of being traded, in the over-the-counter market.
In case any of the conditions specified above in this Section 6
shall not have been fulfilled at the Time of Delivery, this Agreement may
be terminated by one or more of you which have agreed to purchase, in the
aggregate, 50% or more of the Securities, upon notice thereof to the
Company. Any such termination shall be without liability of any party to
any other party, except as otherwise provided in Section 5 hereof.
6A. Conditions to Your Obligations to Purchase Option Shares. Your
--------------------------------------------------------
several obligations to purchase and pay for the Option Shares shall be
subject to the accuracy in all material respects of the representations and
warranties of the Company set forth in Section 1 hereof as of the date
hereof, to the accuracy of the statements of the officers of the Company
made in any certificate given pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder to be performed at
or prior to the Option Shares Time of Delivery, and to the following
additional conditions:
(a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Option Shares Time of
Delivery; no order of the Commission directed to the adequacy or
accuracy of any document incorporated by reference therein shall be in
effect at such date; and no proceedings for any such purpose shall be
pending before, or threatened by, the Commission on such date, and you
shall have received a certificate dated the Option Shares Time of
Delivery and signed by an executive officer of the Company to the
effect that no such order is in effect and that no proceedings for any
such purpose are pending before, or to the knowledge of the Company
threatened by, the Commission; (ii) there shall not have been any
change in the capital stock of the Company nor any material increase
in the short-term or long-term debt of the Company (other than in the
ordinary course of business) from that set forth or contemplated in
the Registration Statement or the Prospectus (or any amendment or
supplement thereto); (iii) there shall not have been, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus (or any amendment or supplement thereto),
except as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto) any material
adverse change in the business, property, financial condition or
results of operations of the Company and its subsidiaries taken as a
whole; (iv) the Company and its subsidiaries shall not have any
liabilities or obligations, direct or contingent (whether or not in
the ordinary course of business), that are material to the Company and
its subsidiaries taken as a whole, other than those reflected in the
Registration Statement or the Prospectus (or any amendment or
supplement thereto).
(b) At the Option Shares Time of Delivery there shall be in full
force and effect orders of the Public Utility Commission of Oregon and
the Washington Utilities and Transportation Commission authorizing the
issuance and sale of the Securities on the terms and conditions herein
set forth, and containing no provision unacceptable to you by reason
of the fact that it is materially adverse to the Company (it being
understood that no order in effect on the date hereof contains any
such unacceptable provision).
(c) At the Option Shares Time of Delivery, you shall have
received from Bruce B. Samson, Esq., General Counsel of the Company,
Reid & Priest, of counsel to the Company, and Simpson Thacher &
Bartlett (a partnership which includes professional corporations),
your counsel, opinions, dated the Option Shares Time of Delivery, with
respect to the Option Shares in substantially the form and substance
prescribed in Exhibits A, B and C hereto.
(d) At the Option Shares Time of Delivery, Deloitte & Touche
shall have furnished to you a letter, dated the Option Shares Time of
Delivery, to the effect set forth in Section 6(d) hereof.
(e) At the Option Shares Time of Delivery, you shall have
received a certificate, dated the Option Shares Time of Delivery and
signed by an executive officer of the Company, to the effect that (i)
the Company's representations and warranties set forth in Section 1
hereof are true and correct at and as of the Option Shares Time of
Delivery with the same effect as if made at and as of the Option
Shares Time of Delivery; provided, that, (A) if any post-effective
amendment to the Registration Statement shall have been filed
subsequent to the date hereof, the Registration Statement referred to
in Section 1(b) hereof shall be deemed, for the purposes of such
certificate, to include such amendment, (B) if the Prospectus
Supplement or the Completed Prospectus shall have been filed pursuant
to Rule 424 under the Act, the Prospectus referred to in Sections
1(b), (c), (e), (f) and (g) hereof shall be deemed, for the purposes
of such certificate, to be the Prospectus as so supplemented or
completed, and (C) the Company's representations and warranties with
respect to the accuracy and sufficiency of the Prospectus shall not
apply to any statements or omissions in the Prospectus Supplement or
the Completed Prospectus made in reliance upon and in conformity with
the information furnished in writing to the Company, by or on behalf
of you, specifically for use therein, (ii) the Company has performed
all of its obligations hereunder to be performed at or prior to the
Option Shares Time of Delivery, (iii) if the Company shall have been
required to file the Prospectus Supplement or the Completed
Prospectus, as the case may be, with the Commission pursuant to Rule
424(b) under the Act, the Company has done so, and (iv) the orders
described in Section 6A(b) hereof are in full force and effect.
(f) All legal proceedings to be taken in connection with the
issuance and sale of the Securities shall be satisfactory in form and
substance to your counsel.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization", as defined
for purposes of Rule 436(g) under the Act, that (i) it is downgrading
its rating assigned to any debt securities or preferred or preference
stock of the Company, or (ii) it is reviewing, or placing on credit
watch, its rating assigned to any debt securities or preferred or
preference stock of the Company with a view to possible downgrading,
or with negative implications, or direction not determined.
(h) Subsequent to the date of this Agreement, there shall not
have occurred (i) any material adverse change, in or affecting the
business, properties, financial condition or results of operations of
the Company and its subsidiaries taken as a whole not contemplated by
the Prospectus or any amendment or supplement thereto (including the
documents incorporated therein by reference at the date thereof),
which in your opinion, would materially, adversely affect the market
for the Securities, or (ii) any event or development relating to or
involving the Company or any officer or director of the Company which
makes any statement made in the Prospectus or any amendment or
supplement thereto (including the documents incorporated therein by
reference at the date thereof), untrue or which, in the opinion of the
Company and its counsel or you and your counsel, requires the making
of any addition to or change in the Prospectus or any amendment or
supplement thereto in order to state a material fact required by the
Act to be stated therein or necessary in order to make the statements
therein not misleading, if amending or supplementing the Prospectus,
to reflect such event or development would, in your opinion, adversely
affect the market for the Securities.
(i) The Securities shall be approved for trading, or shall be
capable of being traded, in the over-the-counter market.
In case any of the conditions specified above in this Section 6A
shall not have been fulfilled at the Option Shares Time of Delivery,
this Agreement may be terminated as to the parties' obligations in
respect of the Option Shares by one or more of you which have agreed
to purchase, in the aggregate, 50% or more of the Securities, upon
notice thereof to the Company. Any such termination shall be without
liability of any party to any other party, except as otherwise
provided in Section 5 hereof.
7. Conditions of Company's Obligation. The obligation of the
----------------------------------
Company to deliver the Securities (other than the Option Shares) at the
Time of Delivery and the Option Shares at the Option Shares Time of
Delivery shall be subject to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of Delivery or
the Option Shares Time of Delivery, as the case may be; no order of
the Commission directed to the adequacy or accuracy of any document
incorporated by reference therein shall be in effect at such date; and
no proceedings for any such purpose shall be pending before, or
threatened by, the Commission on such date.
(b) At the Time of Delivery or the Option Shares Time of
Delivery, as the case may be, there shall be in full force and effect
orders of the Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission authorizing the issuance and
sale of the Securities on the terms and conditions herein set forth,
and containing no provisions unacceptable to the Company by reason of
the fact that it is materially adverse to the Company (it being
understood that no order in effect on the date hereof contains any
such unacceptable provision).
In case any of the conditions specified above in this Section 7
shall not have been fulfilled at the Time of Delivery or the Option Shares
Time of Delivery, as the case may be, this Agreement may be terminated by
the Company, upon notice thereof to you. Any such termination shall be
without liability of any party to any other party, except as otherwise
provided in Section 5 hereof.
8. Indemnifications.
----------------
(a) The Company agrees to indemnify and hold harmless each of
you and each person who controls any of you within the meaning of
Section 15 of the Act against any and all losses, claims, damages or
liabilities, joint or several, to which you and they or any of you or
them may become subject under the Act, the Exchange Act or any other
statute or common law, and to reimburse each of you and each such
controlling person for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred by you
or them in connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or Prospectus as amended or supplemented (if any amendments
or supplements thereto shall have been furnished) or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that the indemnity agreement contained
in this subsection (a) shall not apply to any such losses, claims,
damages, liabilities, expenses or actions arising out of, or based
upon, any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission was
made in reliance upon written information furnished to the Company by
or on behalf of any of you specifically for use in connection with the
preparation of the Registration Statement, the Prospectus or any
amendment or supplement to either thereof; and provided, further, that
the indemnity agreement contained in this paragraph shall not inure to
the benefit of any of you (or of any of your controlling persons) on
account of any losses, claims, damages, liabilities, expenses or
actions arising from the sale of any of the Securities to any person
if a copy of the Prospectus, as amended or supplemented (if any
amendments or supplements thereto shall have been furnished),
excluding any document incorporated by reference therein, shall not
have been sent or given to such person with or prior to the written
confirmation of the sale involved, unless such failure is the result
of non-compliance by the Company with Section 5(a) hereof. The
indemnity agreement of the Company contained in this Section 8(a) and
the representations and warranties of the Company contained in Section
1 hereof shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any of you or
any such controlling person, and shall survive the delivery of the
Securities. The indemnity agreement of the Company contained in this
Section 8(a) shall be in addition to any liability which the Company
may otherwise have to an indemnified party hereunder.
(b) Each of you, severally, agrees to indemnify and hold
harmless the Company, its directors, each of its officers who shall
have signed the Registration Statement and each person who controls
the Company within the meaning of Section 15 of the Act against any
and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the
Exchange Act or any other statute or common law, and to reimburse each
of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any action, insofar as
such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement
or Prospectus as amended or supplemented (if any amendments or sup-
plements thereto shall have been furnished) or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon written
information furnished to the Company by or on behalf of any of you
specifically for use in connection with the preparation of the
Registration Statement, the Prospectus or any amendment or supplement
to either thereof. Your respective indemnity agreements contained in
this Section 8(b) and the representations and warranties of each of
you which shall have signed this Agreement contained in Section 12
hereof shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Company or any such
director, officer or controlling person, and shall survive the
delivery of the Securities. The indemnity agreement of each of you
contained in this Section 8(b) shall be in addition to any liability
which you may otherwise have to an indemnified party hereunder.
(c) Each of the Company and you, severally, agrees that, upon
the receipt of notice of the commencement of any action against it,
any of its directors or officers, or any person controlling it as
aforesaid, in respect of which indemnity may be sought on account of
any indemnity agreement contained herein, it will promptly give a
notice of the commencement thereof to the party or parties against
whom indemnity shall be sought hereunder, but the omission so to
notify such indemnifying party or parties of any such action shall
not relieve such indemnifying party or parties from any liability
which it or they may have to the indemnified party otherwise than on
account of such indemnity agreement. In case such notice of any such
action shall be so given, such indemnifying party shall be entitled to
participate at its own expense in the defense or, if it so elects, to
assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted
by counsel chosen by such indemnifying party or parties. If the
indemnifying party shall elect to assume the defense of such action,
any indemnified party or parties who shall be defendant or defendants
in such action shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and
expenses of such counsel retained by it or them shall be at the
expense of such indemnified party or parties unless (i) the employment
of such counsel has been specifically authorized in writing by the
indemnifying party or parties or (ii) counsel chosen by the
indemnifying party or parties as aforesaid shall not be satisfactory
to the indemnified party or parties or shall for any reason be unable
to act for or continue to act for such indemnified party or parties;
provided, however, that in any case or cases to which the foregoing
clause (ii) shall apply, the indemnifying party or parties shall not,
in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of
attorneys for all such indemnified parties, which firm shall be chosen
by the indemnified party or parties and satisfactory to the
indemnifying party or parties. If the indemnifying party shall elect
not to assume the defense of such action, such indemnifying party will
reimburse such indemnified party or parties for the reasonable fees
and expenses of any counsel retained by them.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Sections
8(a) or (b) hereof shall be due in accordance with its terms but for
any reason shall be unavailable or insufficient to hold any
indemnified party thereunder harmless in respect of any losses,
claims, damages or liabilities referred to therein, the Company and
each of you severally shall contribute to the aggregate losses,
claims, damages and liabilities to which the Company and one or more
of you may be subject, as a result of such losses, claims, damages or
liabilities, in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and each of you on the
other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any other
equitable considerations, including, with respect only to any losses,
claims, damages or liabilities referred to in Section 8(a) hereof,
relative benefit. Relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, on the
one hand, or you, on the other, and the parties' relative intent,
knowledge and access to information and opportunity to correct or
prevent such statement or omission. The relative benefits received by
the Company on the one hand and you on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering of
the Securities (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by
you with respect to the offering of the Securities. Notwithstanding
the foregoing, no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Company and you agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were
determined (i) by any method of allocation which does not take account
of the equitable considerations referred to above in this Section
8(d), or (ii) with respect only to any losses, claims, damages or
liabilities referred to in Section 8(a) hereof, by pro rata allocation
(even if you were treated as one entity for such purpose). The amount
paid or payable by a party entitled to contribution as a result of the
losses, claims, damages or liabilities referred to above in this
Section 8(d) shall be deemed to include any legal or other expenses
reasonably incurred by such party in connection with investigating or
defending any such action or claim. For purposes of this Section
8(d), each person, if any, who controls any of you within the meaning
of Section 15 of the Act shall have the same rights to contribution as
you, and each director and officer of the Company who shall have
signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Company, subject, in each
case, to the fourth sentence of this Section 8(d).
9. Termination.
-----------
(a) This Agreement shall be subject to termination at any time
prior to the Time of Delivery, or your exercise of the Option may be
rescinded at any time prior to the Option Shares Time of Delivery, in
your absolute discretion, upon notice thereof to the Company, if
prior to the Time of Delivery or the Option Shares Time of Delivery,
as the case may be, (i) trading in securities generally on the New
York Stock Exchange, American Stock Exchange or National Association
of Securities Dealers Automated Quotations System shall have been
suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York or Oregon shall have been
declared by either Federal or state authorities, or (iii) there shall
have occurred any outbreak or escalation of hostilities or other
international or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial
markets of the United States is such as to make it, in your judgment,
impracticable or inadvisable to commence or continue the offering of
the Securities at the offering price to the public set forth on the
cover page of the Prospectus (or any amendment or supplement thereto)
or to enforce contracts for the resale of the Securities by you. This
Agreement may also be terminated at any time prior to the Time of
Delivery, or your exercise of the Option may be rescinded at any time
prior to the Option Shares Time of Delivery, upon notice thereof to
the Company if, in the judgment of one or more of you which have
agreed to purchase 50% or more of the Securities, the subject matter
of any amendment or supplement to the Registration Statement or the
Prospectus renders it either inadvisable to proceed with the public
offering of the Securities or inadvisable to proceed with the delivery
of the Securities to be purchased hereunder. Any termination of this
Agreement pursuant to this Section 9 shall be without liability of any
party to any other party, except as otherwise provided in Section 5
hereof.
(b) Notwithstanding any termination of this Agreement pursuant
to this Section 9, the provisions of Section 8 hereof shall remain in
effect.
10. Notices. All statements, requests, notices and agreements
-------
hereunder shall be in writing or by telephone if confirmed in writing
within 24 hours, and if to you, shall be sufficient in all respects if
delivered or sent by registered mail either to you at your address given on
the last page hereof or, if this Agreement shall have been executed on your
behalf by a representative as provided in Section 13 hereof, to your
representative at its address given on the last page hereof; and if to the
Company shall be sufficient in all respects if delivered or sent by
registered mail to Northwest Natural Gas Company, One Pacific Square, 220
N.W. Second Avenue, Portland, Oregon 97209, Attention: Treasurer and
Controller; provided, however, that any notice to any of you pursuant to
Section 8(c) hereof shall be delivered or sent by registered mail to such
party at its principal executive offices.
11. Information for Use in Prospectuses. The information
-----------------------------------
specified in Schedule I hereto shall be deemed to have been furnished in
writing to the Company by you specifically for use therein.
12. Representations and Warranties of Representatives of the
--------------------------------------------------------
Underwriters. Each of the undersigned, if any, which has signed this
------------
Agreement as representative of the several Underwriters represents and
warrants to the Company that it has full power and authority (a) to enter
into this Agreement on behalf of each of the Underwriters listed in
Schedule I hereto, and (b) to act on behalf of each of them with respect to
the performance of this Agreement. In all dealings hereunder, the Company
shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of all of you made or given either by all of such
undersigned representatives jointly or by any of such undersigned
representatives individually.
13. Miscellaneous.
-------------
(a) This Agreement shall be binding upon, and inure solely to the
benefit of, you, the Company and, to the extent provided in Section 8
hereof, the directors and officers of the Company and each person who
controls the Company or any of you, and their respective heirs,
executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement.
No purchaser of any of the Securities from any of you shall be deemed
a successor or assign by reason merely of such purchase.
(b) This Agreement shall be construed in accordance with the
laws of the State of New York.
(c) This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
(d) This Agreement has been prepared upon the assumption that
there will be more than one Underwriter purchasing the Securities.
Consequently, if there should be only one Underwriter named in
Schedule I hereto, this Agreement shall be read in that light.
<PAGE>
If the foregoing is in accordance with your understanding, please
sign and return to us the counterparts hereof enclosed, and upon the
acceptance hereof by you, this letter and such acceptance hereof shall
constitute a binding agreement between you and the Company.
Very truly yours,
NORTHWEST NATURAL GAS COMPANY
By:__________________________________
Title:_______________________________
ACCEPTED at New York, New York,
as of the date first above written.
[UNDERWRITERS]
By: [Name of Representative]
By_________________________________________
Authorized Signatory
For themselves and as Representatives of the
other Underwriters named in Schedule I to this
Underwriting Agreement.
Address:
<PAGE>
SCHEDULE I
Amounts of
Securities
Underwriters to be Purchased*
------------ ---------------
Total =================
Information deemed furnished pursuant to Section 11 of the Agreement:
--------------------------------------------------------------------
Information with respect to the price to the public of the Securities
set forth on, and the information set forth in the last paragraph of the
cover page of, and in the ____ paragraph under the caption "Underwriting"
in, the _______________.
-----------------
* Principal amount of debt or number of shares of stock.
<PAGE>
EXHIBIT A
[Bruce B. Samson, Esq.]
_____________ __, 1994
[UNDERWRITERS]
Dear Sirs:
With reference to the issuance and sale by Northwest Natural Gas
Company (the "Company") pursuant to the Underwriting Agreement, dated
____________ __, 1994 (the "Agreement"), between the Company and you of
__________ shares of the Company's Common Stock (the "Securities"), please
be advised that, as General Counsel of the Company, I have participated in
the preparation of or reviewed (a) the registration statement relating to
the Securities filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act") (such registration statement, as it became effective,
being hereinafter called the "Registration Statement" and the prospectus
constituting a part of the Registration Statement, in the form (i)
completed or supplemented, (ii) dated ___________ __, 1994, and (iii) filed
with the Commission pursuant to Rule 424(b) under the Securities Act,
including the documents incorporated therein by reference pursuant to Item
12 of Form S-3 on the date hereof, being hereinafter called the "Pro-
spectus"); (b) the proceedings before the Public Utility Commission of
Oregon and the Washington Utilities and Transportation Commission for
authority to issue and sell the Securities and the order or orders entered
by the Commissions in respect thereto; (c) the Restated Articles of Incor-
poration of the Company, its Bylaws and the actions taken by its Board of
Directors and the Executive Committee thereof authorizing the issuance and
sale of the Securities; and (d) such other matters as I have deemed to be
necessary to enable me to render the opinions herein expressed. I have not
examined the Securities, except a specimen thereof, and have relied upon a
certificate of the transfer agent and the registrar for the Securities as
to the issuance, registration and countersignature thereof.
In my examination of the documents referred to above, I have
assumed the authenticity of all such documents submitted to me as
originals, the genuineness of all signatures, the due authority of the
persons executing such documents and the conformity to the originals of all
documents submitted to me as copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a validly organized and existing corporation
in good standing under the laws of the State of Oregon, is qualified
to do business and is in good standing in the State of Washington, and
has power (corporate and other) to own its properties and conduct its
business as described in the Prospectus.
2. The Company holds valid and subsisting franchises, licenses,
permits and consents, free from burdensome restrictions and adequate
for the conduct of its business as and to the extent set forth in the
Registration Statement.
3. All of the outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable.
4. The Securities have been duly and validly authorized and,
when the Securities shall have been delivered against payment therefor
as provided in the Agreement, they will have been duly and validly
issued and will be fully paid and non-assessable.
5. The Securities conform as to legal matters with the
description thereof contained in the Prospectus.
6. The Registration Statement has become, and on the date
hereof is, effective under the Securities Act, and, to the best of my
knowledge, no proceedings for a stop order with respect thereto are
pending under Section 8 of the Securities Act, and no order directed
to the adequacy or accuracy of any document incorporated by reference
in the Registration Statement or Prospectus has been issued by the
Commission.
7. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Securities; the issuance
and sale of the Securities in accordance with the Agreement are in
conformity with the terms of such orders; and no further approval,
authorization, consent or other order of any public board or body
(other than in connection or in compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally required
for the issuance and sale of the Securities on the terms and
conditions set forth in the Agreement.
8. The Agreement has been duly and validly authorized, executed
and delivered by or on behalf of the Company.
9. There are no legal, governmental or administrative
proceedings pending to which the Company is a party or of which any
property of the Company is the subject, other than as set forth in the
Prospectus and other than proceedings incident to the kind of business
conducted by the Company, the outcome of which would not singly or in
the aggregate have a materially adverse effect on the financial
position, stockholders' equity or results of operations of the
Company; and, to the best of my knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others.
10. The statements made in the Prospectus as to matters of law
and legal conclusions which, as stated therein, have been set forth
therein on my authority as an expert have been reviewed by me and are
correct; and the descriptions of legal and governmental proceedings
contained in the Prospectus are, to the best of my knowledge, accurate
and fairly present the information required to be shown therein.
11. The consummation of the transactions contemplated in the
Agreement and the fulfillment of the terms thereof will not result in
a breach of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust or other
agreement or instrument known to me to which the Company is a party or
by which it is bound or to which any of the property of the Company is
subject, or the Restated Articles of Incorporation or Bylaws of the
Company or any order, rule or regulation of any court or other
governmental body having jurisdiction over the Company or any of its
property.
Based upon my examination of the Registration Statement and the
Prospectus and my familiarity, as General Counsel of the Company, with its
business and affairs, I have no reason to believe either that the
Registration Statement, as of the date that it became effective, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, except that, in each case, no opinion or belief
is expressed herein with respect to the financial statements or other
financial data of the Company contained in the Registration Statement or
the Prospectus.
I am a member of the bars of the States of Oregon and Washington
and do not hold myself out as an expert on the laws of any other state.
I have read the opinions of even date herewith rendered to you by
Reid & Priest and Simpson Thacher & Bartlett, and I concur in the
conclusions therein expressed, insofar as such conclusions involve
questions of Oregon and Washington law.
Reid & Priest and Simpson Thacher & Bartlett, as to matters
governed by the laws of the State of Oregon or the State of Washington, may
rely upon this opinion as if it were addressed directly to each of them; it
being understood, however, that this opinion may be relied upon by you and
by them only in connection with the issuance and sale of the Securities.
This opinion may not be relied upon by you or by them for any other
purpose, or relied upon by any other person without, in each instance, my
prior written consent.
Very truly yours,
BRUCE B. SAMSON
<PAGE>
EXHIBIT B
[Reid & Priest]
___________ __, 1994
[UNDERWRITERS]
Dear Sirs:
With reference to the issuance and sale by Northwest Natural Gas
Company (the "Company") pursuant to the Underwriting Agreement, dated
_________ __, 1994 (the "Agreement"), between the Company and you of
___________ shares of the Company's Common Stock (the "Securities"), please
be advised that, as counsel to the Company, we have participated in the
preparation of or reviewed (a) the registration statement relating to the
Securities filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act")
(such registration statement, as it became effective, being hereinafter
called the "Registration Statement" and the prospectus constituting a part
of the Registration Statement, in the form (i) completed or supplemented,
(ii) dated _____________ __, 1994 and (iii) filed with the Commission
pursuant to Rule 424(b) under the Securities Act, including the documents
incorporated therein by reference pursuant to Item 12 of Form S-3 on the
date hereof, being hereinafter called the "Prospectus"); (b) the
proceedings before the Public Utility Commission of Oregon and the
Washington Utilities and Transportation Commission for authority to issue
and sell the Securities and the order or orders entered by the Commissions
in respect thereto; (c) the Restated Articles of Incorporation of the Com-
pany, its Bylaws and the actions taken by its Board of Directors and the
Executive Committee thereof authorizing the issuance and sale of the
Securities; (d) and such other matters as we have deemed to be necessary to
enable us to render the opinions herein expressed. We have not examined
the Securities, except a specimen thereof, and have relied upon a certifi-
cate of the transfer agent and the registrar for the Securities as to the
issuance, registration and countersignature thereof.
In our examination of the documents referred to above, we have
assumed the authenticity of all such documents submitted to us as
originals, the genuineness of all signatures, the due authority of the
persons executing such documents and the conformity to the originals of all
documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a validly organized and existing corporation
in good standing under the laws of the State of Oregon, and is
qualified to do business and is in good standing in the State of
Washington.
2. All of the outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and nonassessable.
3. The Securities have been duly and validly authorized and,
when the Securities shall have been delivered against payment therefor
as provided in the Agreement, they will have been duly and validly
issued and will be fully paid and non-assessable.
4. The Securities conform as to legal matters with the
description thereof contained in the Prospectus.
5. The Registration Statement has become, and on the date
hereof is, effective under the Securities Act, and, to the best of our
knowledge, no proceedings for a stop order with respect thereto are
pending under Section 8 of the Securities Act, and no order directed
to the adequacy or accuracy of any document incorporated by reference
in the Registration Statement or Prospectus has been issued by the
Commission.
6. The Registration Statement, as of its effective date, and
the Prospectus, as of the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material respects
with the requirements of the Securities Act, and the rules and
regulations thereunder, and the documents incorporated by reference in
the Prospectus on the date hereof complied as to form in all material
respects with the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder at the respective times at
which such documents were filed with the Commission, except that, in
each case, we express no opinion with respect to the financial
statements and other financial data contained in the Registration
Statement or the Prospectus.
7. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Securities; the issuance
and sale of the Securities in accordance with the Agreement are in
conformity with the terms of such orders; and no further approval,
authorization, consent or other order of any public board or body
(other than in connection or in compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally required
for the issuance and sale of the Securities on the terms and
conditions set forth in the Agreement.
8. The Agreement has been duly and validly authorized, executed
and delivered by or on behalf of the Company.
In passing upon the form of the Registration Statement and the
Prospectus, we necessarily assume the correctness and completeness of the
statements made therein by the Company and take no responsibility therefor,
except as set forth in paragraph 4 above. In the course of the preparation
by the Company of the Registration Statement, we had conferences with
certain of its officers and employees and with the General Counsel of the
Company. Our examination of the Registration Statement and the Prospectus
and our discussions in the above-mentioned conferences did not disclose to
us any information which gives us reason to believe either that the Reg-
istration Statement, as of the date that it became effective, contained any
untrue statement of a material fact or omitted to state a material fact re-
quired to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, except that, in each case, no opinion or belief
is expressed herein with respect to the financial statements or other fi-
nancial data contained in the Registration Statement or the Prospectus.
We are members of the New York Bar and do not hold ourselves out
as experts on the laws of the States of Oregon and Washington. As to all
matters of Oregon and Washington law, we have relied, with your consent,
upon an opinion addressed to you of even date herewith of Bruce B. Samson,
Esq., General Counsel of the Company, whom we believe to be qualified to
pass upon such matters.
This opinion may be relied upon by you only in connection with
the issuance and sale of the Securities. This opinion may not be relied
upon by you for any other purpose, or relied upon by any other person,
without, in each instance, our prior written consent.
Very truly yours,
REID & PRIEST
<PAGE>
EXHIBIT C
[Letterhead of Simpson Thacher & Bartlett (A Partnership
which Includes Professional Corporations)]
______, 199_
[Representatives]
and the other several
Underwriters named in Schedule I
to the Underwriting Agreement
dated ______, 199_ with
Northwest Natural Gas Company
[Address]
Dear Sirs:
We have acted as your counsel in connection with the purchase by
you of _______ shares of Common Stock, par value $3-1/6 per share (the
"Shares"), of Northwest Natural Gas Company, an Oregon corporation (the
"Company"), pursuant to the underwriting agreement referred to above (the
"Underwriting Agreement").
We have examined the Registration Statement on Form S-3 (File No.
33-______) filed by the Company under the Securities Act of 1933, as
amended (the "Act"), as it became effective under the Act (the
"Registration Statement"); and the Company's prospectus dated ______, 199_,
as supplemented by the prospectus supplement dated _____, 199_ (the
"Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules
and regulations of the Securities and Exchange Commission (the
"Commission") under the Act, which pursuant to Form S-3 incorporates by
reference or is deemed to incorporate by reference the Annual Report on
Form 10-K of the Company for the fiscal year ended December 31, 199_, and
____________ (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, we have examined, and have relied as to matters of
fact upon, the documents delivered to you at the closing (except the
certificates representing the Shares, of which we have examined a
specimen), and upon originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents and
other instruments and such certificates or comparable documents or oral
statements of public officials and of officers and representatives of the
Company, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set
forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that in our opinion:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Oregon.
2. The Shares have been duly authorized by the Company and,
upon payment and delivery in accordance with the Underwriting
Agreement, will be validly issued, fully paid and non-
assessable.
3. The statements made in the Prospectus under the captions
"Description of Common Stock" and ________, insofar as they purport
to constitute summaries of the terms of the Company's Restated
Articles of Incorporation, as amended, constitute accurate summaries
of the terms of such document in all material respects.
4. The Underwriting Agreement has been duly authorized, executed
and delivered by the Company.
5. The Public Utility Commission of Oregon and the Washington
Utilities and Transportation Commission have issued orders authorizing
the issuance and sale by the Company of the Shares; the issuance
and sale of the Shares in accordance with the Underwriting
Agreement are in conformity with the terms of such orders; and no
other approval or consent of any Federal, Oregon or Washington
governmental body (except for any approval or consent under state
"blue sky" or securities laws, as to which we express no opinion) is
required for the issuance and sale of the Shares to you on the
terms and conditions set forth in the Underwriting Agreement.
All legal proceedings taken by the Company in connection with the
authorization and delivery of the Shares, and the legal opinions, dated
the date hereof, rendered to you by Bruce B. Samson, Esq., General Counsel
of the Company, and Reid & Priest, counsel for the Company, are in form
satisfactory to us. Insofar as the opinions expressed herein relate to or
are dependent upon matters governed by the laws of the States of Oregon
and/or Washington, we have relied upon the aforesaid opinion of Bruce B.
Samson, Esq. We express no opinion on matters relating to titles to
property, franchises or the lien of the Company's Mortgage and Deed of
Trust, dated as of July 1, 1946, as supplemented, to Bankers Trust
Company and Stanley Burg (successor Individual Trustee), as Trustees.
We have not independently verified the accuracy, completeness or
fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraph 3 above. In
the course of the preparation by the Company of the Registration Statement
and the Prospectus (excluding the Exchange Act Documents), we participated
in conferences with certain officers and employees of the Company, with
representatives of Deloitte & Touche and with counsel to the Company. We
did not prepare the Exchange Act Documents or review the Exchange Act
Documents prior to their filing with the Commission. Based upon our
examination of the Registration Statement, the Prospectus and the Exchange
Act Documents, our investigations made in connection with the preparation
of the Registration Statement and the Prospectus (excluding the Exchange
Act Documents) and our participation in the conferences referred to above,
(i) we are of the opinion that the Registration Statement, as of its
effective date, and the Prospectus, as of ____________, 199__, complied as
to form in all material respects with the requirements of the Act and
the applicable rules and regulations of the Commission thereunder and
that the Exchange Act Documents complied as to form when filed in
all material respects with the requirements of the Exchange Act and
the applicable rules and regulations of the Commission thereunder,
except that in each case we express no opinion with respect to
the financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Prospectus
or the Exchange Act Documents, and (ii) we have no reason to believe that
the Registration Statement [, as of its effective date (including the
Exchange Act Documents on file with the Commission on such effective date),]
[, as of the date of filing of the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 199_ (including such Annual
Report for the fiscal year ended December 31, 199_),] contained any untrue
statement of a material fact or omitted to state any material fact required
to be stated therein or necessary in order to make the statements therein
not misleading or that the Prospectus (including the Exchange Act
Documents) contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, except that in each case we express no belief with respect to
the financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Prospectus
or the Exchange Act Documents.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the
State of New York and the federal law of the United States and, to the
extent set forth herein and in reliance solely upon the aforesaid opinion
of Bruce B. Samson, Esq., the laws of the States of Oregon and Washington.
This opinion is rendered to you in connection with the above
described transactions. This opinion may not be relied upon by you for any
other purpose, or relied upon by, or furnished to, any other person, firm
or corporation without our prior written consent.
Very truly yours,
Exhibit 4(c)
---------------------------------------------------------------------------
NORTHWEST NATURAL GAS COMPANY
TO
BANKERS TRUST COMPANY
AND
STANLEY BURG (SUCCESSOR TO R. G. PAGE AND J. C. KENNEDY),
As Trustees under the Mortgage and
Deed of Trust, dated as of July 1, 1946,
of Portland Gas & Coke Company (now
Northwest Natural Gas Company)
TWENTIETH SUPPLEMENTAL INDENTURE
PROVIDING, AMONG OTHER THINGS, FOR
FIRST MORTGAGE BONDS, DESIGNATED
SECURED MEDIUM-TERM NOTES, SERIES B
---------------------
DATED AS OF JUNE 1, 1993
---------------------------------------------------------------------------
<PAGE>
TWENTIETH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the 1st day of June, 1993, made and
entered into by and between NORTHWEST NATURAL GAS COMPANY (formerly
Portland Gas & Coke Company), a corporation of the State of Oregon, whose
post office address is One Pacific Square, 220 N.W. Second Avenue,
Portland, Oregon 97209 (hereinafter sometimes called the Company), party of
the first part, and BANKERS TRUST COMPANY, a corporation of the State of
New York, whose post office address is Four Albany Street, New York, New
York 10006 (hereinafter sometimes called the Corporate Trustee) and STANLEY
BURG (successor to R. G. PAGE and J. C. KENNEDY), whose post office address
is c/o Bankers Trust Company, Four Albany Street, New York, New York 10006
(hereinafter sometimes called the Co-Trustee), parties of the second part
(the Corporate Trustee and the Co-Trustee being hereinafter together
sometimes called the Trustees), as Trustees under the Mortgage and Deed of
Trust, dated as of July 1, 1946 (hereinafter called the Mortgage), executed
and delivered by Portland Gas & Coke Company (now Northwest Natural Gas
Company) to secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, this indenture (hereinafter
called Twentieth Supplemental Indenture) being supplemental thereto;
WHEREAS the Mortgage was or is to be recorded in the
official records of various counties in the States of Oregon and Washington
which counties include or will include all counties in which this Twentieth
Supplemental Indenture is to be recorded; and
WHEREAS by the Mortgage the Company covenanted that it would
execute and deliver such supplemental indenture or indentures and such
further instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Mortgage and to
make subject to the lien of the Mortgage any property thereafter acquired,
made or constructed and intended to be subject to the lien thereof; and
WHEREAS the Company executed and delivered to the Trustees
its First Supplemental Indenture, dated as of June 1, 1949 (hereinafter
called its First Supplemental Indenture), its Second Supplemental
Indenture, dated as of March 1, 1954 (hereinafter called its Second
Supplemental Indenture), its Third Supplemental Indenture, dated as of
April 1, 1956 (hereinafter called its Third Supplemental Indenture), its
Fourth Supplemental Indenture, dated as of February 1, 1959 (hereinafter
called its Fourth Supplemental Indenture), its Fifth Supplemental
Indenture, dated as of July 1, 1961 (hereinafter called its Fifth
Supplemental Indenture), its Sixth Supplemental Indenture, dated as of
January 1, 1964 (hereinafter called its Sixth Supplemental Indenture), its
Seventh Supplemental Indenture, dated as of March 1, 1966 (hereinafter
called its Seventh Supplemental Indenture), its Eighth Supplemental
Indenture, dated as of December 1, 1969 (hereinafter called its Eighth
Supplemental Indenture), its Ninth Supplemental Indenture, dated as of
April 1, 1971 (hereinafter called its Ninth Supplemental Indenture), its
Tenth Supplemental Indenture, dated as of January 1, 1975 (hereinafter
called its Tenth Supplemental Indenture), its Eleventh Supplemental
Indenture, dated as of December 1, 1975 (hereinafter called its Eleventh
Supplemental Indenture), its Twelfth Supplemental Indenture, dated as of
July 1, 1981 (hereinafter called its Twelfth Supplemental Indenture), its
Thirteenth Supplemental Indenture, dated as of June 1, 1985 (hereinafter
called its Thirteenth Supplemental Indenture), its Fourteenth Supplemental
Indenture, dated as of November 1, 1985 (hereinafter called its Fourteenth
Supplemental Indenture), its Fifteenth Supplemental Indenture, dated as of
July 1, 1986 (hereinafter called its Fifteenth Supplemental Indenture), its
Sixteenth Supplemental Indenture, dated as of November 1, 1988 (hereinafter
called its Sixteenth Supplemental Indenture), its Seventeenth Supplemental
Indenture, dated as of October 1, 1989 (hereinafter called its Seventeenth
Supplemental Indenture), and its Eighteenth Supplemental Indenture, dated
as of July 1, 1990 (hereinafter called its Eighteenth Supplemental
Indenture); and
WHEREAS said First through Eighteenth Supplemental
Indentures were filed for record, and were recorded and indexed, as a
mortgage of both real and personal property, in the official records of
various counties in the States of Oregon and Washington which counties
include or will include all counties in which this Twentieth Supplemental
Indenture is to be recorded; and
WHEREAS the Company executed and delivered to the Trustees
its Nineteenth Supplemental Indenture, dated as of June 1, 1991
(hereinafter called its Nineteenth Supplemental Indenture); and
WHEREAS said Nineteenth Supplemental Indenture was filed for
record, and was recorded and indexed, as a mortgage of both real and
personal property, and financing statements were filed, in the official
records of the several counties and other offices in the States of Oregon
and Washington listed below, as follows:
<PAGE>
OREGON
------
Real Property Mortgage Records
------------------------------
Book, Film
County Date Recorded or Reel Page
------ ------------- ---------- ----
Benton June 14, 1991 M-135990-91 --
Clackamas June 14, 1991 91-28344 --
Clatsop June 14, 1991 760 836
Columbia June 14, 1991 91-3499 --
Coos June 14, 1991 91-06-0532 --
Douglas June 14, 1991 1140 373
Hood River June 18, 1991 911493 --
Lane June 17, 1991 9127918 --
Lincoln June 14, 1991 230 2261
Linn June 14, 1991 566 2
Marion June 14, 1991 861 37
Multnomah June 14, 1991 2424 970
Polk June 14, 1991 242 1891
Tillamook June 14, 1991 335 496
Wasco June 14, 1991 912001 --
Washington June 14, 1991 91030895 --
Yamhill June 14, 1991 F255P2185 --
Filed as a Financing Statement
------------------------------
Office Date Filed for Record File No.
------ --------------------- --------
Secretary of State June 14, 1991 P56754
<PAGE>
WASHINGTON
----------
Real Property Mortgage Records
------------------------------
Book, Film
County Date Recorded or Reel Page
------ ------------- ---------- ----
Clark June 14, 1991 9106140143 --
Klickitat June 14, 1991 273 904
Skamania June 18, 1991 123 757
Filed as a Financing Statement
------------------------------
Office Date Filed for Record File No.
------ --------------------- --------
Secretary of State June 17, 1991 91-168-0134
<PAGE>
WHEREAS an instrument dated as of June 14, 1951, was executed by the
Company appointing J. C. KENNEDY as Co-Trustee in succession to said R. G.
PAGE (resigned) under the Mortgage and by J. C. KENNEDY accepting the
appointment as Co-Trustee under the Mortgage in succession to the said R.
G. PAGE, which instrument was recorded in various counties in the States of
Oregon and Washington; and
WHEREAS, in the Ninth Supplemental Indenture STANLEY BURG was
appointed by the Company as Co-Trustee under the Mortgage in succession to
said J. C. KENNEDY (resigned) and in the Ninth Supplemental Indenture
STANLEY BURG accepted such appointment as Co-Trustee under the Mortgage in
succession to said J. C. KENNEDY; and
WHEREAS in addition to the property described in the Mortgage, as
heretofore supplemented, the Company has acquired certain other property,
rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as supplemented, and on the date hereof there
remain outstanding, the following series of First Mortgage Bonds:
Principal Amount
Series Outstanding
------ ----------------
8-5/8% Series due 1996.................. $11,658,000
9-3/8% Series due 2011.................. $46,000,000
9.80% Series due 2018................... $24,938,000
9-1/8% Series due 2019.................. $25,000,000
9-3/4% Series due 2015.................. $50,000,000
Secured Medium-Term Notes, Series A..... $50,000,000
; and
WHEREAS Section 8 of the Mortgage provides that the form of each
series of bonds (other than the First Series) issued thereunder shall be
established by Resolution of the Board of Directors of the Company; that
the form of such series, as established by said Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof;
and that such Series may also contain such provisions not inconsistent with
the provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring to the
terms and conditions upon which such bonds are to be issued and/or secured
under the Mortgage; and
WHEREAS Section 120 of the Mortgage provides, among other things,
that any power, privilege or right expressly or impliedly reserved to or in
any way conferred upon the Company by any provision of the Mortgage,
whether such power, privilege or right is in any way restricted or is
unrestricted, may (to the extent permitted by law) be in whole or in part
waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the
Company may enter into any further covenants, limitations or restrictions
for the benefit of any one or more series of bonds issued thereunder, or
the Company may cure any ambiguity contained therein or in any supplemental
indenture or may (in lieu of establishment by Resolution as provided in
Section 8 of the Mortgage) establish the terms and provisions of any series
of bonds other than said First Series, by an instrument in writing executed
and acknowledged by the Company in such manner as would be necessary to
entitle a conveyance of real estate to record in all of the states in which
any property at the time subject to the lien of the Mortgage shall be
situated; and
WHEREAS the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 120 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage, as heretofore
supplemented, certain other covenants and agreements to be observed by it
and to alter and amend in certain respects the covenants and provisions
contained in the Mortgage, as heretofore supplemented and amended; and
WHEREAS the execution and delivery by the Company of this Twentieth
Supplemental Indenture, and the terms of the bonds of the Twenty-First
Series hereinafter referred to, have been duly authorized by the Board of
Directors of the Company by appropriate resolutions of said Board of
Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Northwest Natural Gas Company, in consideration of the
premises and of One Dollar to it duly paid by the Trustees at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further assurance of the estate, title and rights of
the Trustees, and in order further to secure the payment both of the
principal of and interest and premium, if any, on the bonds from time to
time issued under the Mortgage, according to their tenor and effect, and
the performance of all the provisions of the Mortgage (including any
instruments supplemental thereto and any modification made as in the
Mortgage provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms (subject, however, to Excepted Encumbrances, as defined in Section
6 of the Mortgage) unto Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees under the Mortgage, and to their successor or
successors in said trust, and to said Trustees and their successors and
assigns forever, all property, real, personal and mixed, acquired by the
Company after the date of the Mortgage, of the kind or nature specifically
mentioned in Article XXI of the Mortgage or of any other kind or nature
(except any herein or in the Mortgage expressly excepted) now owned or,
subject to the provisions of subsection (I) of Section 87 of the Mortgage,
hereafter acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing) all lands,
gas plants, by-product plants, gas holders, gas mains and pipes; all power
sites, water rights, reservoirs, canals, raceways, dams, aqueducts, and all
other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of
electricity by steam, water and/or other power; all power houses, street
lighting systems, standards and other equipment incidental thereto,
telephone, radio, television and air-conditioning systems and equipment
incidental thereto, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges, culverts,
tracts, ice or refrigeration plants and equipment, offices, buildings and
other structures and the equipment thereof; all machinery, engines,
boilers, dynamos, gas, electric and other machines, regulators, meters,
transformers, generators, motors, gas, electrical and mechanical
appliances, conduits, cables, gas, water, steam heat or other pipes,
service pipes, fittings, valves and connections, pole and transmission
lines, wires, cables, tools, implements, apparatus, furniture and chattels;
all franchises, consents or permits; all lines for the transmission and
distribution of gas, electric current, steam heat or water for any purpose
including mains, pipes, conduits, towers, poles, wires, cables, ducts and
all apparatus for use in connection therewith; all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to public or private property, real or
personal, or the occupancy of such property and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all right, title
and interest the Company may now have or may hereafter acquire in and to
any and all property of any kind or nature wheresoever situated.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise
appertaining to the aforementioned property or any part thereof, with the
reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Mortgage) the tolls, rents, revenues,
issues, earnings, income, product and profits thereof, and all the estate,
right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforementioned property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions
of subsection (I) of Section 87 of the Mortgage, all the property, rights,
and franchises acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) after the date
hereof, except any herein or in the Mortgage, as heretofore supplemented,
expressly excepted, shall be and are as fully granted and conveyed hereby
and by the Mortgage, and as fully embraced within the lien hereof and the
lien of the Mortgage, as supplemented, as if such property, rights and
franchises were now owned by the Company and were specifically described
herein or in the Mortgage, as heretofore supplemented, and conveyed hereby
or thereby. Provided that the following are not and are not intended to be
now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are
hereby expressly excepted from the lien and operation of this Twentieth
Supplemental Indenture and from the lien and operation of the Mortgage, as
heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and
other obligations and other securities not hereafter specifically pledged,
paid, deposited, delivered or held under the Mortgage, as heretofore
supplemented, or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other
disposition in the usual course of business; fuel, oil and similar
materials and supplies consumable in the operation of any of the properties
of the Company; all aircraft, tractors, rolling stock, trolley coaches,
buses, motor coaches, automobiles, motor trucks, and other vehicles and
materials and supplies held for the purpose of repairing or replacing (in
whole or in part) any of the same; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all contracts,
leases and operating agreements not specifically pledged under the
Mortgage, as heretofore supplemented, or covenanted so to be; (4) the last
day of the term of any lease or leasehold which may be or become subject to
the lien of the Mortgage; (5) gas, petroleum, carbon, chemicals, light
oils, tar products, electric energy, steam, water, ice, and other materials
or products, manufactured, stored, generated, produced, purchased or
acquired by the Company for sale, distribution or use in the ordinary
course of its business; all timber, minerals, mineral rights and royalties
and all Natural Gas and Oil Production Property, as defined in Section 4 of
the Mortgage; and (6) the Company's franchise to be a corporation;
provided, however, that the property and rights expressly excepted from the
lien and operation of this Twentieth Supplemental Indenture and from the
lien and operation of the Mortgage, as heretofore supplemented, in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease
to be so excepted in the event and as of the date that either or both of
the Trustees or a receiver or trustee shall enter upon and take possession
of the Mortgaged and Pledged Property in the manner provided in Article
XIII of the Mortgage by reason of the occurrence of a Default as defined in
Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees, and their successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and
covenants as are set forth in the Mortgage, as heretofore supplemented,
this Twentieth Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage,
as heretofore supplemented, shall affect and apply to the property
hereinbefore described and conveyed, and to the estates, rights,
obligations and duties of the Company and the Trustees and the
beneficiaries of the trust with respect to said property, and to the
Trustees and their successors in the trust, in the same manner and with the
same effect as if the said property had been owned by the Company at the
time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustees by the Mortgage as a part
of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees
and their successors in said trust under the Mortgage, as follows:
ARTICLE I.
Twenty-First Series of Bonds.
SECTION 1.0.1. There shall be a series of bonds designated
"Secured Medium-Term Notes, Series B" (herein sometimes referred to as the
"Twenty-first Series"), each of which shall also bear the descriptive title
"First Mortgage Bond", and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Article I
specified. Bonds of the Twenty-first Series shall be issued from time to
time as fully registered bonds in denominations of One Thousand Dollars
and, at the option of the Company, in any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by the
execution and delivery thereof); each bond of the Twenty-first Series shall
mature on such date, shall bear interest at such rate or rates (which may
be either fixed or variable) and have such other terms and provisions not
inconsistent with the Mortgage as the Board of Directors may determine in
accordance with a Resolution filed with the Corporate Trustee referring to
this Twentieth Supplemental Indenture; interest on each bond of the Twenty-
first Series which bears interest at either a fixed rate or a variable rate
shall be payable on the dates which shall be established prior to the date
of first authentication of such bond and set forth in such bond and at
maturity (each an interest payment date). Notwithstanding the foregoing,
so long as there shall be no existing default in the payment of interest on
the bonds of the Twenty-first Series having the same designated interest
rate, interest payment dates and maturity, each of such bonds authenticated
by the Corporate Trustee after the Record Date for any interest payment
date for such bonds, and prior to such interest payment date (unless the
Issue Date is after such Record Date), shall be dated the date of
authentication, but shall bear interest from such interest payment date,
and the person in whose name such bond shall have been registered at the
close of business on such Record Date shall be entitled to receive the
interest payable on such interest payment date, notwithstanding the
cancellation of such bond upon any transfer or exchange thereof subsequent
to such Record Date and on or prior to such interest payment date;
provided, that, (i) if the Issue Date of bonds of the Twenty-first Series
having the same designated interest rate, interest payment dates and
maturity shall be after a Record Date and prior to the corresponding
interest payment date, such bonds shall bear interest from the Issue Date,
but payment of interest shall commence on the second interest payment date
succeeding the Issue Date, and (ii) interest payable on the maturity date
will be payable to the person to whom the principal thereof shall be
payable. "Record Date" for bonds of the Twenty-first Series having the
same designated interest rate, interest payment dates and maturity shall
mean (A) the date which shall be established prior to the date of first
authentication of such bonds and set forth in such bonds, or (B) if no such
date shall be established with respect to such bonds, the date 15 calendar
days prior to any interest payment date for such bonds. "Issue Date" with
respect to bonds of the Twenty-first Series having the same designated
interest rate, interest payment dates and maturity shall mean (a) the date
which shall be established prior to the date of first authentication of
such bonds and set forth in such bonds, or (b) if no such date shall be
established with respect to such bonds, the date of first authentication of
such bonds. The principal of, and premium, if any, and interest on, each
bond of the Twenty-first Series shall be payable at the office or agency of
the Company in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is
legal tender for public and private debts. Bonds of the Twenty-first
Series shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Twenty-first Series shall be redeemable either at
the option of the Company or pursuant to the requirements of the Mortgage,
in whole at any time, or, if specified on the face of any bond of the
Twenty-first Series, in part from time to time, prior to maturity, upon
notice, as provided in Section 52 of the Mortgage, mailed at least thirty
(30) days prior to the date fixed for redemption, as the Board of Directors
may determine in accordance with a Resolution filed with the Corporate
Trustee referring to this Twentieth Supplemental Indenture; provided,
however, that bonds of the Twenty-first Series shall not be redeemable
pursuant to Section 64 of the Mortgage.
(II) At the option of the registered owner, any bonds of the Twenty-
first Series, upon surrender thereof, for cancellation, at the office or
agency of the Company in the Borough of Manhattan, The City of New York,
shall (subject to the provisions of Section 12 of the Mortgage) be
exchangeable for a like aggregate principal amount of bonds of the same
series of other authorized denominations which have the same Issue Date,
maturity date, and redemption provisions, if any, and which bear interest
at the same rate.
Transfers of bonds of the Twenty-first Series may be registered
(subject to the provisions of Section 12 of the Mortgage) at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Upon any registration of transfer or exchange of bonds of the
Twenty-first Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided
in Section 12 of the Mortgage, but the Company hereby waives any right to
make a charge in addition thereto for any registration of exchange or
transfer of bonds of the Twenty-first Series.
ARTICLE II.
Miscellaneous Provisions.
SECTION 2.0.1. Subject to the amendments provided for in this
Twentieth Supplemental Indenture, the terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this Twentieth
Supplemental Indenture, have the meanings specified in the Mortgage, as
heretofore supplemented.
SECTION 2.0.2. The holders of bonds of the Twenty-first Series
consent that the Company may, but shall not be obligated to, fix a record
date for the purpose of determining the holders of bonds of the Twenty-
first Series entitled to consent to any amendment, supplement or waiver.
If a record date is fixed, those persons who were holders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
SECTION 2.0.3. The Trustees hereby accept the trusts hereby
declared, provided, created or supplemented, and agree to perform the same
upon the terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth, including the following:
The Trustees shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Twentieth Supplemental
Indenture or for or in respect of the recitals contained herein, all of
which recitals are made by the Company solely. In general each and every
term and condition contained in Article XVII of the Mortgage shall apply to
and form part of this Twentieth Supplemental Indenture with the same force
and effect as if the same were herein set forth in full, with such
omissions, variations and insertions, if any, as may be appropriate to make
the same conform to the provisions of this Twentieth Supplemental
Indenture.
SECTION 2.0.4. Whenever in this Twentieth Supplemental Indenture
any of the parties hereto is named or referred to, this shall, subject to
the provisions of Articles XVI and XVII of the Mortgage, be deemed to
include the successors or assigns of such party, and all the covenants and
agreements in this Twentieth Supplemental Indenture contained by or on
behalf of the Company or by or on behalf of the Trustees shall bind and
inure to the benefit of the respective successors and assigns of such
parties whether so expressed or not.
SECTION 2.0.5. Nothing in this Twentieth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon,
or to give to, any person, firm or corporation, other than the parties
hereto and the holders of the bonds and coupons outstanding under the
Mortgage, any right, remedy, or claim under or by reason of this Twentieth
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises
and agreements by or on behalf of the Company as set forth in this
Twentieth Supplemental Indenture shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the bonds and of the
coupons outstanding under the Mortgage.
SECTION 2.0.6. Except to the extent specifically provided herein,
no provision of this Twentieth Supplemental Indenture is intended to
reinstate any provisions in the Mortgage which were amended and superseded
by the amendments to the Trust Indenture Act of 1939 effective as of
November 15, 1990.
SECTION 2.0.7. This Twentieth Supplemental Indenture has been
executed in several identical counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northwest Natural Gas Company, party hereto of
the first part, has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its Secretary or one
of its Assistant Secretaries for and in its behalf on the 14th day of June,
1993, as of June 1, 1993, in Portland, Oregon; Bankers Trust Company, one
of the parties hereto of the second part, has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by one of
its Vice Presidents or one of its Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Secretaries on the
14th day of June, 1993, as of June 1, 1993, in The City of New York; and
Stanley Burg, one of the parties hereto of the second part, has hereunto
set his hand and affixed his seal, in The City of New York, on the 14th day
of June, 1993, as of June 1, 1993.
NORTHWEST NATURAL GAS COMPANY
By Bruce R. DeBolt
____________________________
Senior Vice President and
Chief Financial Officer
<PAGE>
Attest:
C. J. Rue
_____________________________
Secretary
Executed, sealed and delivered by
NORTHWEST NATURAL GAS COMPANY in the
presence of:
P. L. Myers
____________________________________
Lou-Wayne Steiger
_____________________________________
<PAGE>
BANKERS TRUST COMPANY, as Trustee,
By Samir Pandiri
____________________________
Assistant Vice President
Attest:
Shikha Dombek
_____________________
Assistant Secretary
Stanley Burg
_______________________________
STANLEY BURG, as Trustee
Executed, sealed and delivered
by BANKERS TRUST COMPANY and
STANLEY BURG in the presence of:
Kenwyn Hackshaw
______________________
John Florio
________________________
<PAGE>
STATE OF OREGON )
: ss.:
COUNTY OF MULTNOMAH )
June 14, A.D. 1993.
Before me personally appeared BRUCE R. DEBOLT, who, being
duly sworn, did say that he is Senior Vice President and Chief Financial
Officer, of NORTHWEST NATURAL GAS COMPANY and that the seal affixed to the
foregoing instrument is the corporate seal of said Corporation and that
said instrument was signed and sealed in behalf of said Corporation by
authority of its Board of Directors; and he acknowledged said instrument to
be its voluntary act and deed.
On this 14th day of June, 1993, before me personally
appeared BRUCE R. DEBOLT, to me known to be Senior Vice President and Chief
Financial Officer of NORTHWEST NATURAL GAS COMPANY, one of the corporations
that executed the within and foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said Corporation,
for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute said instrument and that the seal affixed is the
corporate seal of said Corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
Virginia V. Burgess
______________________________________
Virginia V. Burgess
Notary Public - Oregon
Commission No. 004344
My Commission Expires March 24, 1995
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
June 14, A.D. 1993.
Before me personally appeared SAMIR PANDIRI, who, being duly
sworn, did say that he is an Assistant Vice President of BANKERS TRUST
COMPANY and that the seal affixed to the foregoing instrument is the
corporate seal of said Corporation and that said instrument was signed and
sealed in behalf of said Corporation by authority of its Board of
Directors; and he acknowledged said instrument to be its voluntary act and
deed.
On this 14th day of June, 1993, before me personally
appeared SAMIR PANDIRI, to me known to be an Assistant Vice President of
BANKERS TRUST COMPANY, one of the corporations that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said Corporation, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute
said instrument and that the seal affixed is the corporate seal of said
Corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
Marjorie Stanley
___________________________
Marjorie Stanley
Notary Public, State of New York
No. 41-4986405
My Commission Expires 9/16/93
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
June 14, A.D. 1993.
Before me personally appeared the above-named STANLEY BURG
and acknowledged the foregoing instrument to be his voluntary act and deed.
On this day personally appeared before me STANLEY BURG to me
known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed, for the uses and purposes therein mentioned.
Given under my hand and official seal this 14th day of June,
1993.
Marjorie Stanley
__________________________________
Marjorie Stanley
Notary Public, State of New York
No. 41-4986405
My Commission Expires 9/16/93
<PAGE>
Recording Information:
IN THE STATE OF OREGON
Real Property Mortgage Records
-------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
----------- ------ -------------- ----------- ----
11 Benton June 23, 1993 M-166017-93 -
June 29, 1993 M-166297-93 -
(re-recorded)
12 Clackamas June 22, 1993 93-43287 -
13 Clatsop June 23, 1993 816 534
14 Columbia June 23, 1993 93-5185 -
15 Coos June 30, 1993 93061396 -
32 Douglas June 24, 1993 1241 840
17 Hood River June 23, 1993 932082 -
18 Lane June 23, 1993 9338274 -
19 Lincoln June 23, 1993 263 1293
20 Linn June 23, 1993 645 804
21 Marion June 24, 1993 1074 290
22 Multnomah June 23, 1993 2711 1885
23 Polk June 25, 1993 270 245
24 Tillamook June 23, 1993 351 718
25 Wasco June 23, 1993 932338 -
26 Washington June 23, 1993 93049394 -
27 Yamhill June 23, 1993 F288P1700 -
Filed as a Financing Statement
-------------------------------
Counterpart
No. Office Date Filed for Record File No.
------------ ------ --------------------- --------
9 Secretary of State June 23, 1993 R61325
IN THE STATE OF WASHINGTON
Real Property Mortgage Records
------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
----------- ------ ------------- ---------- ----
29 Clark June 24, 1993 399 1
30 Klickitat June 23, 1993 297 650
31 Skamania June 24, 1993 136 172
Filed as a Financing Statement
------------------------------
Counterpart
No. Office Date Filed for Record File No.
----------- ------ --------------------- --------
28 Secretary of State June 25, 1993 93-176-0202
EXHIBIT 4(d)
===========================================================================
NORTHWEST NATURAL GAS COMPANY
TO
BANKERS TRUST COMPANY
AND
STANLEY BURG (SUCCESSOR TO R. G. PAGE AND J. C. KENNEDY),
As Trustees under the Mortgage and
Deed of Trust, dated as of July 1, 1946,
of Portland Gas & Coke Company (now
Northwest Natural Gas Company)
_________ SUPPLEMENTAL INDENTURE
PROVIDING, AMONG OTHER THINGS, FOR
FIRST MORTGAGE BONDS, _____% SERIES DUE _____
_____________________
DATED AS OF ________________
===========================================================================
<PAGE>
__________ SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the ___ day of __________, made and
entered into by and between NORTHWEST NATURAL GAS COMPANY (formerly
Portland Gas & Coke Company), a corporation of the State of Oregon, whose
post office address is One Pacific Square, 220 N.W. Second Avenue,
Portland, Oregon 97209 (hereinafter sometimes called the Company), party of
the first part, and BANKERS TRUST COMPANY, a corporation of the State of
New York, whose post office address is Four Albany Street, New York, New
York 10006 (hereinafter sometimes called the Corporate Trustee) and STANLEY
BURG (successor to R. G. PAGE and J. C. KENNEDY), whose post office address
is c/o Bankers Trust Company, Four Albany Street, New York, New York 10006
(hereinafter sometimes called the Co-Trustee), parties of the second part
(the Corporate Trustee and the Co-Trustee being hereinafter together
sometimes called the Trustees), as Trustees under the Mortgage and Deed of
Trust, dated as of July 1, 1946 (hereinafter called the Mortgage), executed
and delivered by Portland Gas & Coke Company (now Northwest Natural Gas
Company) to secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, this indenture (hereinafter
called _________ Supplemental Indenture) being supplemental thereto;
WHEREAS the Mortgage was or is to be recorded in the
official records of various counties in the States of Oregon and Washington
which counties include or will include all counties in which this
_____________ Supplemental Indenture is to be recorded; and
WHEREAS by the Mortgage the Company covenanted that it would
execute and deliver such supplemental indenture or indentures and such
further instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Mortgage and to
make subject to the lien of the Mortgage any property thereafter acquired,
made or constructed and intended to be subject to the lien thereof; and
WHEREAS the Company executed and delivered to the Trustees
its First Supplemental Indenture, dated as of June 1, 1949 (hereinafter
called its First Supplemental Indenture), its Second Supplemental
Indenture, dated as of March 1, 1954 (hereinafter called its Second
Supplemental Indenture), its Third Supplemental Indenture, dated as of
April 1, 1956 (hereinafter called its Third Supplemental Indenture), its
Fourth Supplemental Indenture, dated as of February 1, 1959 (hereinafter
called its Fourth Supplemental Indenture), its Fifth Supplemental
Indenture, dated as of July 1, 1961 (hereinafter called its Fifth
Supplemental Indenture), its Sixth Supplemental Indenture, dated as of
January 1, 1964 (hereinafter called its Sixth Supplemental Indenture), its
Seventh Supplemental Indenture, dated as of March 1, 1966 (hereinafter
called its Seventh Supplemental Indenture), its Eighth Supplemental
Indenture, dated as of December 1, 1969 (hereinafter called its Eighth
Supplemental Indenture), its Ninth Supplemental Indenture, dated as of
April 1, 1971 (hereinafter called its Ninth Supplemental Indenture), its
Tenth Supplemental Indenture, dated as of January 1, 1975 (hereinafter
called its Tenth Supplemental Indenture), its Eleventh Supplemental
Indenture, dated as of December 1, 1975 (hereinafter called its Eleventh
Supplemental Indenture), its Twelfth Supplemental Indenture, dated as of
July 1, 1981 (hereinafter called its Twelfth Supplemental Indenture), its
Thirteenth Supplemental Indenture, dated as of June 1, 1985 (hereinafter
called its Thirteenth Supplemental Indenture), its Fourteenth Supplemental
Indenture, dated as of November 1, 1985 (hereinafter called its Fourteenth
Supplemental Indenture), its Fifteenth Supplemental Indenture, dated as of
July 1, 1986 (hereinafter called its Fifteenth Supplemental Indenture), its
Sixteenth Supplemental Indenture, dated as of November 1, 1988 (hereinafter
called its Sixteenth Supplemental Indenture), its Seventeenth Supplemental
Indenture, dated as of October 1, 1989 (hereinafter called its Seventeenth
Supplemental Indenture), its Eighteenth Supplemental Indenture, dated as of
July 1, 1990 (hereinafter called its Eighteenth Supplemental Indenture),
its Nineteenth Supplemental Indenture, dated as of June 1, 1991
(hereinafter called its Nineteenth Supplemental Indenture); and
WHEREAS said First through Nineteenth Supplemental
Indentures were filed for record, and were recorded and indexed, as a
mortgage of both real and personal property, in the official records of
various counties in the States of Oregon and Washington which counties
include or will include all counties in which this ____________
Supplemental Indenture is to be recorded; and
WHEREAS the Company executed and delivered to the Trustees
its Twentieth Supplemental Indenture, dated as of June 1, 1993 (hereinafter
called its Twentieth Supplemental Indenture); and
WHEREAS said Twentieth Supplemental Indenture was filed for
record, and was recorded and indexed, as a mortgage of both real and
personal property, and financing statements were filed, in the official
records of the several counties and other offices in the States of Oregon
and Washington listed below, as follows:
<PAGE>
IN THE STATE OF OREGON
----------------------
Real Property Mortgage Records
------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
------------ ------ ------------- ---------- ----
11 Benton June 23, 1993 M-166017-93 -
June 29, 1993 M-166297-93 -
(re-recorded)
12 Clackamas June 22, 1993 93-43287 -
13 Clatsop June 23, 1993 816 534
14 Columbia June 23, 1993 93-5185 -
15 Coos June 30, 1993 93061396 -
32 Douglas June 24, 1993 1241 840
17 Hood River June 23, 1993 932082 -
18 Lane June 23, 1993 9338274 -
19 Lincoln June 23, 1993 263 1293
20 Linn June 23, 1993 645 804
21 Marion June 24, 1993 1074 290
22 Multnomah June 23, 1993 2711 1885
23 Polk June 25, 1993 270 245
24 Tillamook June 23, 1993 351 718
25 Wasco June 23, 1993 932338 -
26 Washington June 23, 1993 93049394 -
27 Yamhill June 23, 1993 F288P1700 -
Filed as a Financing Statement
------------------------------
Counterpart
No. Office Date Filed for Record File No.
----------- ------ --------------------- -------
9 Secretary of State June 23, 1993 R61325
IN THE STATE OF WASHINGTON
--------------------------
Real Property Mortgage Records
------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
---------- ------ ------------- -------- ----
29 Clark June 24, 1993 399 1
30 Klickitat June 23, 1993 297 650
31 Skamania June 24, 1993 136 172
Filed as a Financing Statement
------------------------------
Counterpart
No. Office Date Filed for Record File No.
----------- ------ --------------------- -------
28 Secretary of State June 25, 1993 93-176-0202
<PAGE>
WHEREAS an instrument dated as of June 14, 1951, was
executed by the Company appointing J. C. KENNEDY as Co-Trustee in
succession to said R. G. PAGE (resigned) under the Mortgage and by J. C.
KENNEDY accepting the appointment as Co-Trustee under the Mortgage in
succession to the said R. G. PAGE, which instrument was recorded in various
counties in the States of Oregon and Washington; and
WHEREAS, in the Ninth Supplemental Indenture STANLEY BURG
was appointed by the Company as Co-Trustee under the Mortgage in succession
to said J. C. KENNEDY (resigned) and in the Ninth Supplemental Indenture
STANLEY BURG accepted such appointment as Co-Trustee under the Mortgage in
succession to said J. C. KENNEDY; and
WHEREAS in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired certain
other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as supplemented, and on the date
hereof there remain outstanding, the following series of First Mortgage
Bonds:
Principal Amount
Series Outstanding
------ ----------------
9-1/8% Series due 2019.................. $25,000,000
9-3/4% Series due 2015.................. $50,000,000
Secured Medium-Term Notes, Series A..... $55,000,000
Secured Medium-Term Notes, Series B..... $85,000,000
; and
WHEREAS Section 8 of the Mortgage provides that the form of each
series of bonds (other than the First Series) issued thereunder shall be
established by Resolution of the Board of Directors of the Company; that
the form of such series, as established by said Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof;
and that such Series may also contain such provisions not inconsistent with
the provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring to the
terms and conditions upon which such bonds are to be issued and/or secured
under the Mortgage; and
WHEREAS Section 120 of the Mortgage provides, among other things,
that any power, privilege or right expressly or impliedly reserved to or in
any way conferred upon the Company by any provision of the Mortgage,
whether such power, privilege or right is in any way restricted or is
unrestricted, may (to the extent permitted by law) be in whole or in part
waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the
Company may enter into any further covenants, limitations or restrictions
for the benefit of any one or more series of bonds issued thereunder, or
the Company may cure any ambiguity contained therein or in any supplemental
indenture or may (in lieu of establishment by Resolution as provided in
Section 8 of the Mortgage) establish the terms and provisions of any series
of bonds other than said First Series, by an instrument in writing executed
and acknowledged by the Company in such manner as would be necessary to
entitle a conveyance of real estate to record in all of the states in which
any property at the time subject to the lien of the Mortgage shall be
situated; and
WHEREAS the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 120 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage, as heretofore
supplemented, certain other covenants and agreements to be observed by it
and to alter and amend in certain respects the covenants and provisions
contained in the Mortgage, as heretofore supplemented and amended; and
WHEREAS the execution and delivery by the Company of this ---------
Supplemental Indenture, and the terms of the bonds of the ---------------
Series hereinafter referred to, have been duly authorized by the Board of
Directors of the Company by appropriate resolutions of said Board of
Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Northwest Natural Gas Company, in consideration of the
premises and of One Dollar to it duly paid by the Trustees at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further assurance of the estate, title and rights of
the Trustees, and in order further to secure the payment both of the
principal of and interest and premium, if any, on the bonds from time to
time issued under the Mortgage, according to their tenor and effect, and
the performance of all the provisions of the Mortgage (including any
instruments supplemental thereto and any modification made as in the
Mortgage provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms (subject, however, to Excepted Encumbrances, as defined in Section
6 of the Mortgage) unto Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees under the Mortgage, and to their successor or
successors in said trust, and to said Trustees and their successors and
assigns forever, all property, real, personal and mixed, acquired by the
Company after the date of the Mortgage, of the kind or nature specifically
mentioned in Article XXI of the Mortgage or of any other kind or nature
(except any herein or in the Mortgage expressly excepted) now owned or,
subject to the provisions of subsection (I) of Section 87 of the Mortgage,
hereafter acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing) all lands,
gas plants, by-product plants, gas holders, gas mains and pipes; all power
sites, water rights, reservoirs, canals, raceways, dams, aqueducts, and all
other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of
electricity by steam, water and/or other power; all power houses, street
lighting systems, standards and other equipment incidental thereto,
telephone, radio, television and air-conditioning systems and equipment
incidental thereto, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges, culverts,
tracts, ice or refrigeration plants and equipment, offices, buildings and
other structures and the equipment thereof; all machinery, engines,
boilers, dynamos, gas, electric and other machines, regulators, meters,
transformers, generators, motors, gas, electrical and mechanical
appliances, conduits, cables, gas, water, steam heat or other pipes,
service pipes, fittings, valves and connections, pole and transmission
lines, wires, cables, tools, implements, apparatus, furniture and chattels;
all franchises, consents or permits; all lines for the transmission and
distribution of gas, electric current, steam heat or water for any purpose
including mains, pipes, conduits, towers, poles, wires, cables, ducts and
all apparatus for use in connection therewith; all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to public or private property, real or
personal, or the occupancy of such property and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all right, title
and interest the Company may now have or may hereafter acquire in and to
any and all property of any kind or nature wheresoever situated.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise
appertaining to the aforementioned property or any part thereof, with the
reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Mortgage) the tolls, rents, revenues,
issues, earnings, income, product and profits thereof, and all the estate,
right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforementioned property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions
of subsection (I) of Section 87 of the Mortgage, all the property, rights,
and franchises acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) after the date
hereof, except any herein or in the Mortgage, as heretofore supplemented,
expressly excepted, shall be and are as fully granted and conveyed hereby
and by the Mortgage, and as fully embraced within the lien hereof and the
lien of the Mortgage, as supplemented, as if such property, rights and
franchises were now owned by the Company and were specifically described
herein or in the Mortgage, as heretofore supplemented, and conveyed hereby
or thereby. Provided that the following are not and are not intended to be
now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are
hereby expressly excepted from the lien and operation of this _________
Supplemental Indenture and from the lien and operation of the Mortgage, as
heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and
other obligations and other securities not hereafter specifically pledged,
paid, deposited, delivered or held under the Mortgage, as heretofore
supplemented, or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other
disposition in the usual course of business; fuel, oil and similar
materials and supplies consumable in the operation of any of the properties
of the Company; all aircraft, tractors, rolling stock, trolley coaches,
buses, motor coaches, automobiles, motor trucks, and other vehicles and
materials and supplies held for the purpose of repairing or replacing (in
whole or in part) any of the same; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all contracts,
leases and operating agreements not specifically pledged under the
Mortgage, as heretofore supplemented, or covenanted so to be; (4) the last
day of the term of any lease or leasehold which may be or become subject to
the lien of the Mortgage; (5) gas, petroleum, carbon, chemicals, light
oils, tar products, electric energy, steam, water, ice, and other materials
or products, manufactured, stored, generated, produced, purchased or
acquired by the Company for sale, distribution or use in the ordinary
course of its business; all timber, minerals, mineral rights and royalties
and all Natural Gas and Oil Production Property, as defined in Section 4 of
the Mortgage; and (6) the Company's franchise to be a corporation;
provided, however, that the property and rights expressly excepted from the
lien and operation of this _________ Supplemental Indenture and from the
lien and operation of the Mortgage, as heretofore supplemented, in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease
to be so excepted in the event and as of the date that either or both of
the Trustees or a receiver or trustee shall enter upon and take possession
of the Mortgaged and Pledged Property in the manner provided in Article
XIII of the Mortgage by reason of the occurrence of a Default as defined in
Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees, and their successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and
covenants as are set forth in the Mortgage, as heretofore supplemented,
this ________ Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage,
as heretofore supplemented, shall affect and apply to the property
hereinbefore described and conveyed, and to the estates, rights,
obligations and duties of the Company and the Trustees and the
beneficiaries of the trust with respect to said property, and to the
Trustees and their successors in the trust, in the same manner and with the
same effect as if the said property had been owned by the Company at the
time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustees by the Mortgage as a part
of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees
and their successors in said trust under the Mortgage, as follows:
ARTICLE I.
______________ Series of Bonds.
SECTION 1.01 There shall be a series of bonds designated "_______%
Series due _______" (herein sometimes referred to as the "_____________
Series"), each of which shall also bear the descriptive title "First
Mortgage Bond", and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Article I
specified. Bonds of the ______________ Series shall be issued from time
to time as fully registered bonds in denominations of One Thousand Dollars
and, at the option of the Company, in any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by the
execution and delivery thereof). Bonds of the _____ Series shall bear
interest at the rate of ____ % per annum, payable semi-annually on _____
and _____ of each year; and the principal of, and premium, if any, and
interest on, each such bond shall be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for public and private debts. Bonds of the _______________ Series
shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the ___________ Series shall be redeemable on and
after ______________ either at the option of the Company or pursuant to
the requirements of the Mortgage, in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in Section 52 of
the Mortgage, mailed at least thirty (30) days prior to the date fixed for
redemption, at the following redemption prices, expressed in percentages of
the principal amount of the bonds to be redeemed:
[Insert redemption prices]
in each case, together with accrued interest to the date fixed for
redemption.
(II) At the option of the registered owner, any bonds of the
_____________ Series, upon surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The City of
New York, shall (subject to the provisions of Section 12 of the Mortgage)
be exchangeable for a like aggregate principal amount of bonds of the same
series of other authorized denominations.
Transfers of bonds of the _____________ Series may be registered
(subject to the provisions of Section 12 of the Mortgage) at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Upon any registration of transfer or exchange of bonds of the
____________ Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided
in Section 12 of the Mortgage, but the Company hereby waives any right to
make a charge in addition thereto for any registration of exchange or
transfer of bonds of the ____________ Series.
ARTICLE II.
Miscellaneous Provisions.
SECTION 2.01 No bonds of the First through Third Series being
Outstanding, as permitted in Section 3 of the Third Supplemental Indenture,
the amendment of subdivision (A) of subsection (II) of Section 4 of the
Mortgage made by Section 7 of the First Supplemental Indenture hereby is
excised from the Mortgage, as supplemented.
SECTION 2.02 No bonds of the First through Ninth Series being
Outstanding, as permitted by Section 6 of the Ninth Supplemental Indenture,
Article XIX of the Mortgage, as supplemented, hereby is amended and
restated in the manner and form set forth in such Section 6.
SECTION 2.03 No bonds of the First through Eleventh Series being
Outstanding, it is hereby confirmed that, as provided by Section 3.02 of
the Eleventh Supplemental Indenture, Section 64 of the Mortgage has been
excised from the Mortgage, as supplemented, effective as of the date of the
retirement of all of the bonds of such Series.
SECTION 2.04 Subject to the amendments provided for in this
________ Supplemental Indenture, the terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this ________
Supplemental Indenture, have the meanings specified in the Mortgage, as
heretofore supplemented.
SECTION 2.05 The holders of bonds of the ___________ Series consent
that the Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of bonds of the ___________ Series
entitled to consent to any amendment, supplement or waiver. If a record
date is fixed, those persons who were holders at such record date (or their
duly designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be holders after
such record date. No such consent shall be valid or effective for more
than 90 days after such record date.
SECTION 2.06 The Trustees hereby accept the trusts hereby declared,
provided, created or supplemented, and agree to perform the same upon the
terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth, including the following:
The Trustees shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this __________
Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely. In general
each and every term and condition contained in Article XVII of the Mortgage
shall apply to and form part of this ________ Supplemental Indenture with
the same force and effect as if the same were herein set forth in full,
with such omissions, variations and insertions, if any, as may be
appropriate to make the same conform to the provisions of this ____________
Supplemental Indenture.
SECTION 2.07 Whenever in this ___________ Supplemental Indenture
any of the parties hereto is named or referred to, this shall, subject to
the provisions of Articles XVI and XVII of the Mortgage, be deemed to
include the successors or assigns of such party, and all the covenants and
agreements in this __________ Supplemental Indenture contained by or on
behalf of the Company or by or on behalf of the Trustees shall bind and
inure to the benefit of the respective successors and assigns of such
parties whether so expressed or not.
SECTION 2.08 Nothing in this _________ Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon,
or to give to, any person, firm or corporation, other than the parties
hereto and the holders of the bonds and coupons outstanding under the
Mortgage, any right, remedy, or claim under or by reason of this __________
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises
and agreements by or on behalf of the Company as set forth in this
__________ Supplemental Indenture shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the bonds and of the
coupons outstanding under the Mortgage.
SECTION 2.09 Except to the extent specifically provided herein,
no provision of this __________ Supplemental Indenture is intended to
reinstate any provisions in the Mortgage which were amended and superseded
by the amendments to the Trust Indenture Act of 1939 effective as of
November 15, 1990.
SECTION 2.10 This _________ Supplemental Indenture has been
executed in several identical counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northwest Natural Gas Company, party hereto of
the first part, has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its Secretary or one
of its Assistant Secretaries for and in its behalf on the _____ day of
________ , as of ______, ____, in Portland, Oregon; Bankers Trust Company,
one of the parties hereto of the second part, has caused its corporate name
to be hereunto affixed, and this instrument to be signed and sealed by one
of its Vice Presidents or one of its Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Secretaries on the
____ day of ___________, as of _____________, in The City of New York; and
Stanley Burg, one of the parties hereto of the second part, has hereunto
set his hand and affixed his seal, in The City of New York, on the _____
day of ________ as of ________________________.
NORTHWEST NATURAL GAS COMPANY
By_________________________________
<PAGE>
Attest:
_____________________________
Secretary
Executed, sealed and delivered by
NORTHWEST NATURAL GAS COMPANY in the
presence of:
____________________________________
___________________________________
<PAGE>
BANKERS TRUST COMPANY, as Trustee,
By____________________________
Attest:
_____________________
Assistant Secretary
_______________________________
STANLEY BURG, as Trustee
Executed, sealed and delivered
by BANKERS TRUST COMPANY and
STANLEY BURG in the presence
of:
___________________________
___________________________
<PAGE>
STATE OF OREGON )
: ss.:
COUNTY OF MULTNOMAH )
________________, A.D. _____.
Before me personally appeared _______________, who, being
duly sworn, did say that he is ______________________________, of NORTHWEST
NATURAL GAS COMPANY and that the seal affixed to the foregoing instrument
is the corporate seal of said Corporation and that said instrument was
signed and sealed in behalf of said Corporation by authority of its Board
of Directors; and he acknowledged said instrument to be its voluntary act
and deed.
On this _____ day of ___________, before me personally
appeared ____________________, to me known to be
___________________________ of NORTHWEST NATURAL GAS COMPANY, one of the
corporations that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of
said Corporation, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said Corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
______________________________________
____________________________
Notary Public - Oregon
Commission No. ________
My Commission Expires _____________
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
__________________, A.D. _____.
Before me personally appeared ______________, who, being
duly sworn, did say that he is an ______________________ of BANKERS TRUST
COMPANY and that the seal affixed to the foregoing instrument is the
corporate seal of said Corporation and that said instrument was signed and
sealed in behalf of said Corporation by authority of its Board of
Directors; and he acknowledged said instrument to be its voluntary act and
deed.
On this _____ day of _____________, before me personally
appeared ____________________, to me known to be an
________________________ of BANKERS TRUST COMPANY, one
of the corporations that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of
said Corporation, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said Corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
___________________________
Notary Public, State of New York
No. __________
My Commission Expires ________
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
___________________, A.D. _____.
Before me personally appeared the above-named STANLEY BURG
and acknowledged the foregoing instrument to be his voluntary act and deed.
On this day personally appeared before me STANLEY BURG to me
known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed, for the uses and purposes therein mentioned.
Given under my hand and official seal this ________ day of
___________________.
_________________________________
Notary Public, State of New York
No.______________
My Commission Expires __________
Exhibit 5(a)
BRUCE B. SAMSON, ESQ.
220 N.W. SECOND AVENUE
PORTLAND, OREGON 97209
May 23, 1994
Northwest Natural Gas Company
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
Dear Sirs:
With respect to the Registration Statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), on or about the date hereof, contemplating the
issuance and sale by Northwest Natural Gas Company (the "Company") from
time-to-time, of $60,000,000 of its First Mortgage Bonds (the "New Bonds")
and/or Common Stock (the "New Common Stock"), I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Oregon.
2. All action necessary to make the New Bonds legally issued and valid
and binding obligations of the Company will have been taken when:
(i) The Company's Registration Statement on Form S-3 shall have
become effective under the Act;
(ii) The Oregon Public Utility Commission and the Washington Utilities
and Transportation Commission shall have issued appropriate
orders authorizing the issuance and sale of the New Bonds by the
Company;
(iii) A Supplemental Indenture to the Company's Mortgage and Deed of
Trust with respect to the New Bonds shall have been executed and
delivered by the Company and the trustee;
(iv) The Company's Board of Directors or the Executive Committee
thereof and its officers and agents shall have taken such action
as may be necessary to (i) determine the specific terms of the
New Bonds, and (ii) authorize the issuance and sale of the New
Bonds on the terms set forth in or contemplated by the Registration
Statement; and
(v) The New Bonds shall have been executed and delivered by the
Company for the consideration contemplated in the Registration
Statement and authenticated by the trustee.
3. The New Common Stock will be legally issued, fully paid and non-
assessable:
(i) The Company's Registration Statement on Form S-3 shall have
become effective under the Act;
(ii) The Company's Board of Directors or the Executive Committee
thereof shall have taken appropriate action with respect to the
issuance and sale of the New Common Stock;
(iii) The issuance of the New Common Stock shall have been authorized
by the Oregon Public Utility Commission and the Washington
Utilities and Transportation Commission; and
(iv) The New Common Stock shall have been issued and delivered for the
consideration contemplated in the Registration Statement.
I am a member of the Bar of the States of Oregon and Washington
and do not hold myself out as an expert on the laws of any other state. As
to all matters relating to the laws of New York, I have relied upon an
opinion of even date herewith, addressed to you by Reid & Priest, counsel
to the Company, which is filed as an exhibit to the Registration Statement.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name as counsel therein.
Very truly yours,
Bruce B. Samson<PAGE>
Exhibit 5(b)
REID & PRIEST
40 WEST 57TH STREET
NEW YORK, NEW YORK 10011
(212) 603-2000
New York, New York
May 23, 1994
Northwest Natural Gas Company
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
Dear Sirs:
With respect to the Registration Statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), on or about the date hereof, contemplating the
issuance and sale by Northwest Natural Gas Company (the "Company") from
time-to-time, of $60,000,000 of its First Mortgage Bonds (the "New Bonds")
and/or Common Stock (the "New Common Stock"), we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Oregon.
2. All action necessary to make the New Bonds legally issued and valid
and binding obligations of the Company will have been taken when:
(i) The Company's Registration Statement on Form S-3 shall have
become effective under the Act;
(ii) The Oregon Public Utility Commission and the Washington Utilities
and Transportation Commission shall have issued appropriate
orders authorizing the issuance and sale of the New Bonds by the
Company;
(iii) A Supplemental Indenture to the Company's Mortgage and Deed of
Trust with respect to the New Bonds shall have been executed and
delivered by the Company and the trustee;
(iv) The Company's Board of Directors or the Executive Committee
thereof and its officers and agents shall have taken such action
as may be necessary to (i) determine the specific terms of the
New Bonds, and (ii) authorize the issuance and sale of the New
Bonds on the terms set forth in or contemplated by the
Registration Statement; and
(v) The New Bonds shall have been executed and delivered by the
Company for the consideration contemplated in the Registration
Statement and authenticated by the trustee.
3. The New Common Stock will be legally issued, fully paid and non-
assessable:
(i) The Company's Registration Statement on Form S-3 shall have
become effective under the Act;
(ii) The Company's Board of Directors or the Executive Committee
thereof shall have taken appropriate action with respect to the
issuance and sale of the New Common Stock;
(iii) The issuance of the New Common Stock shall have been authorized
by the Oregon Public Utility Commission and the Washington
Utilities and Transportation Commission; and
(iv) The New Common Stock shall have been issued and delivered for the
consideration contemplated in the Registration Statement.
We are members of the Bar of the State of New York and do not
hold ourselves out as experts on the laws of any other state. As to all
matters relating to the laws of Oregon and Washington, we have relied upon
an opinion of even date herewith, addressed to you by Bruce B. Samson,
Esq., General Counsel for the Company, which is filed as an exhibit to the
Registration Statement.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
REID & PRIEST
Exhibit 25(a)
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE
ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
______________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification n.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________________________
NORTHWEST NATURAL GAS COMPANY
(Exact name of obligor as specified in the charter)
OREGON 93-0256722
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
ONE PACIFIC SQUARE
220 N.W. SECOND AVENUE
PORTLAND, OREGON 97209
(Address of principal executive offices) (Zip Code)
______________________________
FIRST MORTGAGE BONDS
(Title of the indenture securities)
_________________________________________________________________
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated June 23, 1992 -
Incorporated herein by reference to Exhibit 1
filed with Form T-1 Statement, Registration No.
33-48267.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No.
33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated
as amended on September 21, 1993. - Incorporated
herein by reference to Exhibit 4 filed with Form
T-1 Statement, Registration No. 33-52359.
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein
by reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of March 31, 1994 -
Attached
EXHIBIT 8 - Not Applicable
EXHIBIT 9 - Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 16th
day of May, 1994.
BANKERS TRUST COMPANY
By: Shikha Dombek
-------------------------------
Shikha Dombek
Assistant Secretary
<PAGE>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 0 0 6 2 3
ST-BK: 36-4840 FFIEC 031
Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS MARCH 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of
the quarter.
SCHEDULE RC--BALANCE SHEET
C400
Dollar Amounts In Thousands RFCD Bil Mil Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-
A):
a. Noninterest-bearing balances and currency
and coin(1)___________ 0081 1,764,000 1.a.
b. Interest-bearing balances (2)_____________ 0071 1,588,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A) _________________________ 1754 0 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D)_________________ 1773 3,677,000 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds sold ______________________ 0276 2,153,000 3.a.
b. Securities purchased under agreements to
resell __________________________________ 0277 979,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income (from
Schedule RC-C) RCFD 2122 17,386,000 4.a.
b. LESS: Allowance for loan and lease
losses _______ RCFD 3123 1,269,000 4.b.
c. LESS: Allocated transfer risk
reserve ____ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus
4.b and 4.c) ____________________________ 2125 16,117,000 4.d.
5. Assets held in trading accounts _____________ 3545 35,036,000 5.
6. Premises and fixed assets (including
capitalized leases) _________________________ 2145 704,000 6.
7. Other real estate owned (from
Schedule RC-M) ______________________________ 2150 248,000 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-M) 2130 188,000 8.
9. Customers' liability to this bank on
acceptances outstanding _____________________ 2155 436,000 9.
10. Intangible assets (from Schedule RC-M) ______ 2143 10,000 10.
11. Other assets (from Schedule RC-F) ___________ 2160 10,462,000 11.
12. Total assets (sum of items 1 through 11)_____ 2170 73,362,000 12.
___________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 0 0 6 2 3
ST-BK: 36-4840 FFIEC 031
Page RC-2
SCHEDULE RC--CONTINUED
Dollar Amounts In Thousands Bil Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices
(sum of totals of
columns A and C from
Schedule
RC-E part I) RCON 2200 8,815,000 13.a.
(1) Noninterest-
bearing(1) RCON 6631 3,691,000 13.a.(1)
(2) Interest-
bearing RCON 6636 5,124,000 13.a.(2)
b. In foreign offices,
Edge and Agreement
subsidiaries, and
IBFs (from Schedule
RC-E part II) RCFN 2200 11,770,000 13.b.
(1) Noninterest-
bearing RCFN 6631 570,000 13.b.(1)
(2) Interest-
bearing RCFN 6636 11,200,000 13.b.(2)
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds purchased RCFD 0278 4,755,000 14.a.
b. Securities sold under
agreements to repurchase RCFD 0279 121,000 14.b.
15. a. Demand notes issued to the
U.S. Treasury RCON 2840 0 15.a.
b. Trading liabilities RCFD 3548 19,956,000 15.b.
16. Other borrowed money:
a. With original maturity of
one year or less RCFD 2332 11,599,000 16.a.
b. With original maturity of
more than one year RCFD 2333 1,341,000 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases RCFD 2910 9,000 17.
18. Bank's liability on acceptances
executed and outstanding RCFD 2920 436,000 18.
19. Subordinated notes and debentures RCFD 3200 1,279,000 19.
20. Other liabilities (from
schedule RC-G) RCFD 2930 9,107,000 20.
21. Total liabilities (sum of items
13 through 20) RCFD 2948 69,188,000 21.
22. Limited-life preferred stock and
related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and
related surplus RCFD 3838 250,000 23.
24. Common stock RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related
to preferred stock) RCFD 3839 498,000 25.
26. a. Undivided profits and capital
reserves RCFD 3632 2,859,000 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale
securities RCFD 8434 39,000 26.b.
27. Cumulative foreign currency
translation adjustments RCFD 3284 (324,000) 27.
28. Total equity capital (sum of
items 23 through 27) RCFD 3210 4,174,000 28.
29. Total liabilities, limited-life
preferred stock, and equity capital
(sum of items 21, 22, and 28) RCFD 3300 73,362,000 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes
the most comprehensive level of auditing work
performed for the bank by independent external
auditors as of any date during 1993................ Number
RCFD 6724 2 M.1
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required
by state chartering authority)
4 = Director's examination of the bank performed by
other external auditors (may be required by state
chartering authority)
5 = Review of the bank's financial statements by
external auditors
6 = Compilation of the bank's financial statements by
external auditors
7 = Other audit procedures (excluding tax preparation
work)
8 = No external audit work
--------------------------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
Exhibit 25(b)
-------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-2
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) ____
--------------
STANLEY BURG ###-##-####
(Name of Trustee) (Social Security Number)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Business address, street, (Zip Code)
city and state)
----------------------------------------------------------------
NORTHWEST NATURAL GAS COMPANY.
(Exact name of obligor as specified in the charter)
OREGON 93-0256722
(State or other jurisdiction (I.R.S.employer
of Incorporation or organization) Identification No.)
ONE PACIFIC SQUARE
220 N.W. SECOND AVENUE
PORTLAND, OREGON 97209
(Address of principal executive offices) (Zip Code)
-----------------
FIRST MORTGAGE BONDS
(Title of the indenture securities)
-------------------------------------------------------------------------
<PAGE>
ITEM 1. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation.
None.
ITEM 11. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility and qualification.
None.
------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, I Stanley
Burg, have signed this statement of eligibility in The City of New York
and State of New York, on the 16th day of May, 1994.
/s/ Stanley Burg
-------------------
STANLEY BURG
(SIGNATURE OF TRUSTEE)
