Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Northwest Natural Gas Company
- ------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Northwest Natural Gas Company
- ------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ x ] Check box if any part of the fee is offset as provided by
Exchange Act Rue 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
(2) Form, Schedule or Registration Statement No.: Preliminary
Proxy Materials - Schedule 14A
(3) Filing Party: Northwest Natural Gas Company
(4) Date Filed: 3/21/94
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NORTHWEST NATURAL GAS COMPANY
220 N. W. SECOND AVENUE
PORTLAND, OREGON 97209
(503) 226-4211
May 4, 1994
[Individually addressed to 79 Institutional
Holders of Northwest Natural Gas Company
Common Stock]
Dear :
Northwest Natural Gas Company recently mailed
proxy solicitation materials in connection with its 1994
Annual Meeting of Shareholders which will be held in
Portland, Oregon on Thursday, May 26, 1994. One of the
proposals included in the proxy statement for this meeting
is a proposal submitted by Mr. & Mrs. Murray Katz, holders
of 50 shares of common stock, seeking to limit
compensation paid to executives of Northwest Natural Gas
Company to not more than two times the salary paid to the
President of the United States.
As stated in the proxy statement, this
shareholder proposal was unanimously opposed by the
Company's Board of Directors, which recommends that
shareholders vote against the proposal. The Board's
reasons for opposing this proposal are set forth in full
on pages 23 and 24 of the proxy statement, a copy of which
is enclosed.
WE URGE YOU TO CAREFULLY REVIEW THE BOARD'S
STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL AND TO
VOTE "AGAINST" ITEM 4. The Board's arguments opposing the
proposal may be summarized as follows:
- The Company's existing executive compensation
program bases compensation upon both Company and
individual performance, including the
enhancement of shareholder value.
- The proposal would place an artificial ceiling
on the Company's executive compensation program,
making it noncompetitive and impairing the
Company's ability to attract qualified
executives.
May 4, 1994
Page Two
- The existing executive compensation program is
designed to be competitive in the marketplace in
which the Company competes for executive talent.
- The salary paid to the President of the United
States is not relevant to the proper level of
compensation paid to Company executives nor does
the President's salary represent his total
compensation.
As stated in the proxy statement: "The Board
believes that, if the proposal were to be adopted, the
Company could not attract, motivate and retain talented
executives, including younger persons who aspire to lead
the Company in future years."
If the Company and its shareholders are to
prosper, the Company must have talented and motivated
leadership. To attract, motivate and retain qualified
executives, the Company's compensation levels must be
competitive. In order to increase long-term shareholder
value, the Board believes that the shareholders want the
Company to have a compensation program that is designed to
attract and provide effective leadership.
Again, we urge you to give careful consideration
to this proposal as you vote your proxy, and to mark your
proxy "AGAINST" Item 4. Should you have any questions
regarding the proposal, please contact either Virginia V.
Burgess, director of investor relations, at (503) 220-2583
or C. J. Rue, secretary, at (503) 220-2411.
Sincerely,
/s/ Tod R. Hamachek
Tod R. Hamachek
Chairman, Compensation Committee
of the Board of Directors of
Northwest Natural Gas Company
cc: Securities and Exchange Commission
<PAGE>
NORTHWEST NATURAL GAS COMPANY
220 N. W. SECOND AVENUE
PORTLAND, OREGON 97209
(503) 226-4211
May 4, 1994
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Gentlemen:
Re: Northwest Natural Gas Company File No. 0-994
Additional Definitive Proxy Solicitation Materials
Pursuant to Rule 14a-6(b) of Regulation 14A under the
Securities Exchange Act of 1934 (the Act), we transmit through
the EDGAR system for filing additional definitive proxy
solicitation materials for the Company's 1994 Annual Meeting of
Shareholders. This additional material is being furnished to 79
institutional holders of the Company's common stock. No fee is
required to be paid in connection with this filing of additional
definitive proxy solicitation materials because the required
$125.00 fee was paid upon the filing of preliminary proxy
materials with the Commission on March 21, 1994. Definitive
proxy solicitation materials, consisting of president's letter,
notice of meeting, proxy statement and form of proxy, were filed
with the Commission on April 15, 1994.
Sincerely,
/s/ C. J. Rue
C. J. Rue
Secretary
