FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1994
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Oregon 0-994 93-0256722
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209
(Address of principal executive offices)
Registrant's telephone number, including area code (503) 226-4211
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Item 7. Financial Statements Pro Forma Financial Information and Exhibits
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(c) Exhibits
1(b) Supplemental Distribution Agreement, dated
March 29, 1994
(Reference is made to Registration File No. 33-64014)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY
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Registrant
By: /s/ Bruce R. DeBolt
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Bruce R. DeBolt
Senior Vice President and
Chief Financial Officer
Date: June 23, 1994
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EXHIBIT 1(b)
NORTHWEST NATURAL GAS COMPANY
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
March 29, 1994
First Chicago Capital Markets, Inc.
One First National Plaza
Chicago, Illinois 60670
Re: Supplemental Distribution Agreement
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Dear Sirs:
Northwest Natural Gas Company, an Oregon corporation (the
"Company"), has previously entered into a Distribution Agreement, dated
June 18, 1993 (the "Distribution Agreement"), among the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Kidder
Peabody & Co. Incorporated, with respect to the issuance and sale by the
Company of its Series B, Medium-Term Notes ("the Securities").
A copy of the Distribution Agreement, including Annexes I through
V thereto, of which Annex I is the Administrative Procedure (the
"Administrative Procedure"), is attached hereto.
The Company hereby appoints First Chicago Capital Markets, Inc.
("FCCM"), as its agent for the purpose of selling to one or more investors
not to exceed $20,000,000 aggregate principal amount of the Securities.
The Distribution Agreement, including Annexes I through V
thereto, hereby are incorporated into and made a part of this Agreement by
reference. In connection with the sale of the Securities by you as agent
of the Company, you and the Company agree to be bound by all of the terms
and conditions thereof, except as follows:
1. All terms used herein which are defined in the Distribution
Agreement shall have the same meanings as in the Distribution Agreement,
except that (a) the terms, "Agent", "Agents" and "you", shall be deemed to
refer to FCCM, and (b) the term, "Commencement Date", shall be deemed to be
the date of this Agreement or such other date as to which you and the
Company may agree, and (c) references in Annexes I through V to the
Distribution Agreement to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and to Kidder, Peabody & Co. Incorporated shall
be deemed to refer to FCCM.
2. Section 2(b) of the Distribution Agreement shall be deemed to be
amended to delete the third and fourth sentences thereof.
3. Section 2(e) of the Distribution Agreement shall be deemed to be
amended to read: "The Company agrees to pay each Agent a commission, at the
time of settlement (each a "Settlement Date") of any sale of a Security by
the Company as a result of a solicitation made by such Agent, in an amount
to be agreed upon by the Company and such Agent, such amount to be not less
than 0.125% nor more than 0.750% of the principal amount of each Security
sold."
4. Section 5 of the Distribution Agreement shall be deemed to be
amended to (a) delete subsection (h) thereof, and (b) delete clauses (ii)
and (iv) of subsection (1) thereof.
5. For purposes of Section 12 of the Distribution Agreement,
communications to you pursuant to the Distribution Agreement shall be
addressed to:
First Chicago Capital Markets, Inc.
153 West 51st Street
New York, NY 10019
Attention: Linda A. Dawson
Telephone: (212) 373-1319
Fax: (212) 373-1391
with a copy to:
First Chicago Capital Markets, Inc.
One First National Plaza
Suite 0030
Chicago, IL 60670
Attention: George Woolsey
Senior Credit Officer
Product Risk Management
6. For purposes of the Administrative Procedure:
a. Pricing Supplements with respect to Certificated and
Book-Entry Securities will be delivered to you as follows:
Operations Manager,
Medium-Term Notes
First Chicago Capital Markets, Inc.
One First National Plaza
Mail Suite 0237
Chicago, IL 60670
Attention: Marcel Bonnewit
Telephone: (312) 732-9631
b. Certificated Securities will be delivered to you as follows:
Bankers Trust
16 Wall Street
5th Floor, Window 51
New York, NY 10015
Attention: Jim Murray
Telephone: (212) 618-2370
The Company, heretofore, has furnished to you copies of (i) the
Registration Statement (excluding exhibits, thereto not filed therewith),
(ii) the order of the Commission declaring the Registration Statement to be
effective, (iii) the Prospectus, dated June 17, 1993, which, excluding
Pricing Supplements, is in the form most recently filed with the
Commission, and (iv) the orders of the Public Utility Commission of Oregon
and of the Washington Utilities and Transportation Commission with respect
to the sale of the Securities.
This Agreement shall be governed by the laws of the State of New
York.
This Agreement may be executed in one or more counterparts and
the executed counterparts taken together shall constitute one and the same
agreement.
If the foregoing correctly sets forth our agreement, please
indicate your acceptance hereof in the space provided for that purpose
below.
Very truly yours,
NORTHWEST NATURAL GAS COMPANY
By: /s/ Bruce R. DeBolt
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Name: Bruce R. DeBolt
Title: Senior Vice President
and Chief Financial
Officer
CONFIRMED AND ACCEPTED, as of
the date first above written
FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ Lynne C. Kaye
-------------------------
Name: Lynne C. Kaye
Title: Vice President
<PAGE>
Attachment to
Supplemental Distribution
Agreement
Dated March 29, 1994
Distribution Agreement, dated June 18, 1993
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Incorporated herein by reference to Exhibit 1(a) in
File No. 33-64014
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