As filed with the Securities and Exchange Commission
on October 20, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in charter)
___________________
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)
___________________
Northwest Natural Gas Company
Retirement K Savings Plan
____________________
C. J. Rue
Secretary
Northwest Natural Gas Company
220 NW Second Avenue
Portland, OR 97209
(503) 226-4211
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
$3 1/6 par value 200,000 Shares $32.25 $6,450,000 $2,224
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- ----------------------------------------------------------------------------
<FN>
(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 $32.25, which was the
average of the high and low prices of the Common Stock on October 16,
1995 as reported in The Wall Street Journal for NASDAQ National Market
Issues.
</TABLE>
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Northwest Natural Gas
Company (the "Company") and the Northwest Natural Gas Company
Retirement K Savings Plan (the "Plan") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's and the Plan's latest annual reports
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934.
(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 reports, 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 or the Plan 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.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. 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
<PAGE>II-2
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:
<PAGE>II-3
(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.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
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.
5A. Internal Revenue Service determination letter.
5B. Opinion of Counsel about amendments to the Plan.
15. Letter about unaudited interim financial information.
23A. Consent of Independent Accountants.
<PAGE>II-4
23B. Consent of Counsel. See 5B.
24. Power of Attorney. See Page II-6.
Item 9. Undertakings.
------------
(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
<PAGE>II-5
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.
(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.
<PAGE>II-6
POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below hereby appoints Bruce R. DeBolt and C. J. Rue,
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
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on October 20,
1995.
NORTHWEST NATURAL GAS COMPANY
By BRUCE R. DeBOLT
------------------------------------
Bruce R. DeBolt, Senior Vice
President and Chief Financial
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 October 20, 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
<PAGE>II-7
Principal Accounting Officer:
D. JAMES WILSON Treasurer and Controller
- -------------------------
D. James Wilson
Directors:
MARY ARNSTAD Director
- -------------------------
Mary Arnstad
THOMAS E. DEWEY, JR. Director
- -------------------------
Thomas E. Dewey, Jr.
TOD R. HAMACHEK Director
- -------------------------
Tod R. Hamachek
RICHARD B. KELLER Director
- -------------------------
Richard B. Keller
WAYNE D. KUNI Director
- -------------------------
Wayne D. Kuni
DWIGHT A. SANGREY Director
- -------------------------
Dwight A. Sangrey
MELODY C. TEPPOLA Director
- -------------------------
Melody C. Teppola
RUSSELL F. TROMLEY Director
- -------------------------
Russell F. Tromley
BENJAMIN R. WHITELEY Director
- -------------------------
Benjamin R. Whiteley
WILLIAM R. WILEY Director
- -------------------------
William R. Wiley
CARLTON WOODARD Director
- -------------------------
Carlton Woodard
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Administrative Committee of the Plan
has duly caused this registration statement to be signed on its
<PAGE>II-8
behalf by the undersigned, thereunto duly authorized, in the City
of Portland, State of Oregon, on October 20, 1995.
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
By C. J. RUE
-------------------------------
C. J. Rue
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
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.
5A Internal Revenue Service determination letter.
5B Opinion of Counsel about amendments to the Plan.
15 Letter about unaudited interim financial information.
23A Consent of Independent Accountants.
23B Consent of Counsel. See 5B.
24 Power of Attorney. See Page II-6.
EXHIBIT 5A
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
915 SECOND AVENUE, MS 510
SEATTLE, WA 98174
Employer Identification Number:
93-0256722
Date: June 01 1995 File Folder Number:
931003226
NORTHWEST NATURAL GAS COMPANY Person to Contact:
C/O DENNIS LEYBOLD DEBRA WITSOE
900 SW FIFTH AVENUE, SUITE 2300 Contact Telephone Number:
PORTLAND, OR 97204 (206) 220-6080
Plan Name:
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
Plan Number: 008
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated May 23, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
Your plan does not consider total compensation for purposes of
figuring benefits. In operation, the provision may discriminate in favor
of employees who are highly compensated. If this occurs, your plan will
not remain qualified.
<PAGE>
This determination letter is applicable for the amendment(s) adopted
on February 25, 1993.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefiting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter".
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representatives as
indicated in the power of attorney.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
RICHARD R. OROSCO
Richard R. Orosco
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
STOEL RIVES
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
900 SW Fifth Avenue Telephone: (503) 224-3380
Portland, OR 97204-1268 Facsimile: (503) 220-2480
EXHIBIT 5B
October 20, 1995
Northwest Natural Gas Company
One Pacific Square
220 NW Second Avenue
Portland, OR 97209
We 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 200,000 shares of common
stock, $3 1/6 par value of the Company, and an indeterminate amount of
interests in the Northwest Natural Gas Company Retirement K Savings
Plan (the "Plan").
The Internal Revenue Service issued its favorable
determination letter, dated June 1, 1995 on the Plan covering the 1993
Restatement and Amendment No. 1 to the 1993 Restatement. Subsequent
to the issuance of the determination letter, the Company adopted
Amendment No. 2 to the 1993 Restatement of the Plan.
It is our opinion that the provisions of the Plan amended by
Amendment No. 2 are, as amended, in compliance with the applicable
requirements of the Employee Retirement Income Security Act of 1974,
as amended.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
STOEL RIVES
Stoel Rives
DELOITTE & TOUCHE LLP
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3900 US Bancorp Tower Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, OR 97204-3698
EXHIBIT 15
Northwest Natural Gas Company
220 NW Second Avenue
Portland, Oregon 97209
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, 1995 and 1994 and
June 30, 1995 and 1994, as indicated in our reports dated April 28,
1995 and July 31, 1995, respectively; because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included
in your Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995, are being used 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.
DELOITTE & TOUCHE LLP
- ------------------------------
DELOITTE & TOUCHE LLP
October 20, 1995
DELOITTE & TOUCHE LLP
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3900 US Bancorp Tower Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, OR 97204-3698
EXHIBIT 23A
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
- ------------------------------
DELOITTE & TOUCHE LLP
October 20, 1995
