As filed with the Securities and Exchange Commission on September 28, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in charter)
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OREGON 93-0256722
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
220 NW Second Avenue
Portland, Oregon 97209
(Address of Principal (Zip Code)
Executive Offices)
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Northwest Natural Gas Company
1985 Stock Option Plan
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Robert L. Ridgley
President and Chief Executive Officer
Northwest Natural Gas Company
220 NW Second Avenue
Portland, OR 97209
(503) 226-4211
Bruce R. DeBolt Robert G. Schuur
Senior Vice President, Finance, Reid & Priest
and Chief Financial Officer 40 West 57th Street
220 NW Second Avenue New York, New York 10019
Portland, Oregon 97209 (212) 603-2000
(503) 226-4211
(Names, addresses and telephone numbers,
including area code, of agents for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
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Common Stock,
$3 1/6 par value 500,000 Shares $30.9375 $15,468,750 $5,334.05
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $30.9375, which was
the average of the high and low prices of the Common Stock on
September 25, 1995 as reported in The Wall Street Journal for NASDAQ
National Market Issues.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed by Northwest Natural
Gas Company (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the Common Stock of the
Company contained in the Company's registration statement
filed under section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the
purpose of updating the description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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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
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defendant in a legal proceeding because that person is or was a
director or officer of the corporation:
(a) shall be indemnified by the corporation for all
expenses of such litigation when the director or officer is
wholly successful on the merits or otherwise;
(b) 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
(c) may be indemnified by the corporation for
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 expenses
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:
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(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 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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4A. Restated Articles of Incorporation of the Company.
Incorporated by reference to Exhibit 3a to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1994, File No. 0-994 (the "1994
Form 10-K").
4B. Bylaws of the Company. Incorporated by reference to
Exhibit 3b to the 1994 Form 10-K.
5. Opinion of Counsel.
23. Consent of Independent Accountants.
24. Power of Attorney. See Page II-6.
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<PAGE>
Item 9. Undertakings.
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(a) 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, represents 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 (a)(1)(i) and (a)(1)(ii) do
not apply if 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 the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
post-effective amendment 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.
(b) 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 section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
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.
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(c) 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 foregoing provisions, 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 Act 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 Act and will be governed by the final
adjudication of such issue.
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below 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 or her attorney-in-fact to sign in his or her
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.
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-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on May
25, 1995.
NORTHWEST NATURAL GAS COMPANY
By ROBERT L. RIDGLEY
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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 indicated on May 25, 1995.
Signature Title
- --------- -----
Principal Executive Officer:
ROBERT L. RIDGLEY President and Chief Executive
- ------------------------------ Officer and Director
Robert L. Ridgley
Principal Financial Officer:
BRUCE R. DEBOLT Senior Vice President, Finance,
- ------------------------------ and Chief Financial Officer
Bruce R. DeBolt
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Principal Accounting Officer:
D. JAMES WILSON Treasurer and Controller
- ------------------------------
D. James Wilson
Directors:
MARY ARNSTAD Director
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Mary Arnstad
THOMAS E. DEWEY, JR. Director
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Thomas E. Dewey, Jr.
TOD R. HAMACHEK Director
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Tod R. Hamachek
RICHARD B. KELLER Director
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Richard B. Keller
WAYNE D. KUNI Director
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Wayne D. Kuni
DWIGHT A. SANGREY Director
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Dwight A. Sangrey
MELODY C. TEPPOLA Director
- ------------------------------
Melody C. Teppola
RUSSELL F. TROMLEY Director
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Russell F. Tromley
BENJAMIN R. WHITELEY Director
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Benjamin R. Whiteley
WILLIAM R. WILEY Director
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William R. Wiley
CARLTON WOODARD Director
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Carlton Woodard
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EXHIBIT INDEX
Exhibit
Number Document Description
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4A Restated Articles of Incorporation
of the Company. Incorporated by
reference to Exhibit 3a to the
Company's Annual report on Form 10-K
for the year ended December 31, 1994,
File No. 0-994 (the "1994 Form 10-K").
4B Bylaws of the Company. Incorporated
by reference to Exhibit 3b to the 1994
Form 10-K.
5 Opinion of Counsel.
23 Consent of Independent Accountants.
24 Power of Attorney. See Page II-6.
EXHIBIT 5
September 27, 1995
Board of Directors
Northwest Natural Gas Company
220 NW Second Avenue
Portland, Oregon 97209
I have acted as counsel for Northwest Natural Gas
Company (the "Company") in connection with the filing of a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering the issuance of 500,000 shares of Common Stock, $3 1/6
par value (the "Shares"), of the Company pursuant to the
Company's 1985 Stock Option Plan (the "Plan"). I have reviewed
the corporate actions of the Company in connection with this
matter and have examined those documents, corporate records,
and other instruments I deemed necessary for the purposes of
this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares issuable under the Plan have been duly
authorized and, when issued in accordance with the Plan and
upon receipt of appropriate orders of the Oregon Public Utility
Commission and the Washington Utilities and Transportation
Commission with respect to the issuance and sale of such
Shares, will be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
BRUCE B. SAMON
Bruce B. Samson
General Counsel
DELOITTE & TOUCHE LLP
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
3900 US Bancorp Tower Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, OR 97204-3698
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Northwest Natural Gas Company on Form
S-8 of our report dated February 22, 1995, appearing in the
Annual Report on Form 10-K of Northwest Natural Gas Company for
the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
September 27, 1995
