SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from ________ to ________
Commission file number 0-994
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
----------------------------
(Full Title of Plan)
NORTHWEST NATURAL GAS COMPANY
220 N. W. Second Avenue
Portland, Oregon 97209
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(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
ITEM 4. FINANCIAL STATEMENTS
Page
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Financial Statements
Independent Auditors' Report 5
Statements of Net Assets Available for Benefits,
December 31, 1995 and 1994 6
Statements of Changes in Net Assets Available
for Benefits, Years Ended December 31,
1995 and 1994 7
Notes to Financial Statements, Years Ended
December 31, 1995 and 1994 8
Supplemental Schedules, Year Ended December 31,
1995 14
All other schedules have been omitted because the
information required is included in the financial statements or
the notes thereto or the requirements for submission of the
schedules are not present.
EXHIBIT
23 Independent Auditors' Consent
NORTHWEST NATURAL GAS
COMPANY RETIREMENT K
SAVINGS PLAN
Financial Statements as of and for the Years Ended
December 31, 1995 and 1994, Supplemental Schedules
as of and for the Year Ended December 31, 1995, and
Independent Auditors' Report
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
TABLE OF CONTENTS
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Page
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INDEPENDENT AUDITORS' REPORT 5
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994:
Statements of Net Assets Available for Benefits 6
Statements of Changes in Net Assets Available for
Benefits 7
Notes to Financial Statements 8-13
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment
Purposes 14
Item 27d - Schedule of Reportable Transactions
- Series 15
Schedules not filed herewith are omitted because of the absence
of conditions under which they are required.
DELOITTE & TOUCHE LLP
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Suite 3900 Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, OR 97204-3698
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Northwest Natural Gas Company
Retirement K Savings Plan
We have audited the accompanying financial statements of the Northwest
Natural Gas Company Retirement K Savings Plan as of December 31, 1995
and 1994 and for the years then ended, listed in the Table of
Contents. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets
available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules, listed in the Table of Contents, are presented
for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. These supplemental schedules have been subjected to the
auditing procedures applied in our audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements
taken as a whole.
DELOITTE & TOUCHE LLP
May 2, 1996
<TABLE>
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
INVESTMENTS - At fair value:
Columbia Trust Company Collective
Investment Plan and Trust:
Cash Investment Fund $ 12,073 $ 15,181
Fixed Income Investment Fund 361,266 213,612
Balanced Investment Fund 9,686,823 7,233,891
Bank and Government Investment
Fund 3,195,003 3,289,129
Common Stock Investment Fund 12,694,321 8,658,766
Columbia Special Fund 3,861,067 2,228,874
Northwest Natural Gas Company
Common Stock 7,448,721 5,900,339
Participant Loans 327,285 351,102
----------- -----------
Total investments 37,586,559 27,890,894
CONTRIBUTIONS RECEIVABLE - 16,888
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $37,586,559 $27,907,782
=========== ===========
See notes to financial statements.
</TABLE>
<TABLE>
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- -------------------------------------------------------------------------
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ADDITIONS:
Investment income $ 834,341 $ 481,610
Net appreciation (depreciation)
in fair value of investments
(Note 7) 6,111,016 (721,436)
----------- -----------
Net investment income (loss) 6,945,357 (239,826)
----------- -----------
CONTRIBUTIONS:
Elective and rollovers (Note 8) 3,816,257 3,507,841
Employer (Note 8) 755,684 601,340
----------- -----------
Total contributions 4,571,941 4,109,181
----------- -----------
Total additions 11,517,298 3,869,355
----------- -----------
DEDUCTIONS:
Withdrawals (Note 8) (1,643,540) (902,249)
Trustee fees and expenses (194,981) (159,736)
----------- -----------
Total deductions (1,838,521) (1,061,985)
----------- -----------
NET INCREASE IN NET ASSETS AVAIABLE
FOR BENEFITS 9,678,777 2,807,370
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 27,907,782 25,100,412
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $37,586,559 $27,907,782
=========== ===========
See notes to financial statements.
</TABLE>
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- ----------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Northwest Natural Gas
Company Retirement K Savings Plan (the "Plan") provides only
general information. Participants should refer to the Plan
document for a more comprehensive description of the Plan's
provisions.
GENERAL - Northwest Natural Gas Company (the "Company")
formerly had two employee savings plans. The Bargaining Unit
Employee Savings Plan ("Bargaining Unit Plan") was
established on January 1, 1988 as a trusteed, salary
deferral plan for all employees of the Company who were
covered by a collective bargaining agreement. The Northwest
Natural Gas Company Employee Savings Plan ("Non-Bargaining
Unit Plan"), adopted effective January 1, 1985, covered the
remainder of employees. Effective December 31, 1991, the
Bargaining Unit Plan and Non-Bargaining Unit Plan were
merged into one plan and the plan name was changed to the
Retirement K Savings Plan. Eligible employees may begin
participation after three months of service with the
Company. At December 31, 1995, the Plan had 1,181
participants of which 1,027 were active.
CONTRIBUTIONS AND WITHDRAWALS - Under the Plan, participants
may elect to contribute, subject to Internal Revenue Code
limitations, up to 15% of gross pay to the Plan through
salary deferral. The Company contributes 50% of each non-
bargaining employee contribution, up to 4% of gross pay. The
match for bargaining unit employees was 50% of employee
contributions up to 2% for 1994 and 50% of employee
contributions up to 3% for 1995. Under the hardship
withdrawal provisions of the Plans, participants may
withdraw salary deferral amounts while still employed by the
Company.
INVESTMENT OPTIONS - Participants may direct contributions
in any of six investment options (four options represent
collective investment funds managed by Columbia Trust
Company).
- BANK AND GOVERNMENT INVESTMENT FUND - a pooled
investment fund which invests in bank investment
contracts that are insured by the Federal Deposit
Insurance Corporation, government money market funds
and short-term direct obligations of the U.S.
Government.
- COMMON STOCK INVESTMENT FUND - a pooled investment
fund, which invests principally in equities and equity
equivalents (convertible preferred stock, convertible
bonds, etc.).
- FIXED INCOME INVESTMENT FUND - a pooled investment fund
which invests in a diversified portfolio of investment-grade
fixed income securities.
- BALANCED INVESTMENT FUND - invests in the Fixed Income
Investment Fund, the Common Stock Investment Fund, and the
Cash Investment Fund (a pooled investment fund of money
market instruments and/or money market funds with maturities
of less than one year).
- COLUMBIA SPECIAL FUND - a publicly-traded mutual fund which
invests in securities considered more aggressive than the
market as a whole.
- NORTHWEST NATURAL GAS COMPANY STOCK - Funds are invested in
common stock of Northwest Natural Gas Company.
VESTING - All contributions to participant accounts are fully
vested and nonforfeitable at all times.
PARTICIPANT LOANS - The Plan provides for participant loans under
certain guidelines. Participants' loans are repaid through
payroll deductions and participants' remaining account balances
are used as collateral for the loan. Interest charged on the
loans will equal the current U.S. National Bank of Oregon prime
rate plus 1%.
PAYMENT OF BENEFITS - On termination of service due to death,
disability, or retirement, a participant may receive the value of
his or her account as a lump-sum distribution.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies
followed in preparation of the Plan's financial statements.
BASIS OF ACCOUNTING - The financial statements are prepared
using the accrual basis of accounting.
VALUATION OF INVESTMENTS - Net asset values of the Columbia
Trust Company collective investment funds and the Columbia
Special Fund are determined by the trustee on a daily basis.
Investments in the Company's common stock are valued at the
closing price on the last day of the year as quoted on the
Nasdaq National Market tier of the Nasdaq Stock Market.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Securities
transactions are recorded on the date the securities are
purchased or sold. Interest income is recorded as earned.
The cost of securities sold is determined by the average
cost method.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
RECLASSIFICATIONS - Certain 1994 amounts have been
reclassified to conform to the 1995 presentation.
3. TERMINATION PROVISIONS
In the event of any total or partial termination or
discontinuance of the Plan, the accounts of all participants
shall remain fully vested and nonforfeitable. The Company
may continue the trust to pay benefits as they mature, or
liquidate and distribute the net assets of the trust among
participants and beneficiaries in proportion to their
interests.
4. TRUSTEE FEES AND OTHER EXPENSES
Certain expenses of administration and servicing of the
Plan, including equipment, supplies, and payroll expenses of
administrative and clerical personnel, are provided by the
Company without charge to the Plan. Trustee expenses and
investment manager fees are paid by the Plan.
5. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed
by Columbia Trust Company which is the trustee as defined by
the Plan. There were purchases of Northwest Natural Gas
Company stock during the years ended December 31, 1995 and
1994 of 34,831 shares for $1,081,535 and 33,467 shares for
$1,065,787, respectively.
6. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter dated
June 1, 1995, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included
in the Plan's financial statements.
7. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
<TABLE>
During 1995 and 1994, the Plan's investments (including
investments bought or sold, as well as held during the
period) appreciated (depreciated) in value as follows:
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Columbia Trust Company Collective
Investment Plan and Trust:
Fixed Income Investment Fund $ 60,873 $ (8,703)
Balanced Investment Fund 1,874,573 8,633
Bank and Government Investment Fund 201,019 157,957
Common Stock Investment Fund 2,889,344 111,796
Columbia Special Fund 328,656 (109,058)
Northwest Natural Gas Company Common
Stock 756,551 (882,061)
---------- ----------
Total $6,111,016 $ (721,436)
========== ==========
</TABLE>
8. FUND INFORMATION
<TABLE>
Net investment income (loss), elective and rollover
contributions, employer contributions, and withdrawals are as
follows for the years ended December 31, 1995 and 1994:
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Net Investment Income (Loss):
Fixed Income Investment Fund $ 48,666 $ (8,583)
Balanced Investment Fund 1,878,121 12,164
Bank and Government Investment Fund 208,275 159,835
Common Stock Investment Fund 2,902,374 119,402
Columbia Special Fund 765,934 34,154
Northwest Natural Gas Common Stock 1,141,987 (561,339)
Participant loans - 4,541
---------- ----------
Total $6,945,357 $ (239,826)
========== ==========
Elective and Rollover Contributions:
Fixed Income Investment Fund $ 55,129 $ 41,405
Balanced Investment Fund 890,950 838,410
Bank and Government Investment Fund 286,261 260,670
Common Stock Investment Fund 1,119,006 1,021,481
Columbia Special Fund 717,222 555,042
Northwest Natural Gas Common Stock 747,689 790,833
---------- ----------
Total $3,816,257 $3,507,841
========== ==========
Employer Contributions:
Fixed Income Investment Fund $ 11,965 $ 7,880
Balanced Investment Fund 179,216 146,361
Bank and Government Investment Fund 56,964 43,914
Common Stock Investment Fund 212,087 174,792
Columbia Special Fund 135,336 96,460
Northwest Natural Gas Common Stock 160,116 131,933
---------- ----------
Total $ 755,684 $ 601,340
========== ==========
Withdrawals:
Fixed Income Investment Fund $ 7,013 $ 365
Balanced Investment Fund 419,649 147,588
Bank and Government Investment Fund 550,705 231,767
Common Stock Investment Fund 334,271 289,980
Columbia Special Fund 59,984 33,131
Northwest Natural Gas Common Stock 269,189 197,600
Participant loans 2,729 1,818
---------- ----------
Total $1,643,540 $ 902,249
========== ==========
</TABLE>
9. CONCENTRATION OF RISK
The Plan's assets consist primarily of financial instruments
including cash, the Company's common stock, mutual and collective
funds, and participant notes. The financial instruments may
subject the Plan to concentrations of risk, as market value of
securities are dependent on the ability of the issuer to honor its
contractual commitments, and investments in common stock are
subject to changes in market values of the stock.
* * * * * *
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
<TABLE>
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
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<CAPTION>
(c) (e)
(a) (b) Shares/ (d) Current
Identity of Issue Units Cost Value
----------------- -------- ------- -------
<S> <C> <C> <C> <C>
* Columbia Trust Company Collective
Investment Plan and Trust:
Cash Investment Fund 9,572 $ 12,062 $ 12,073
Fixed Income Investment Fund 64,312 314,548 361,266
Balanced Investment Fund 1,200,760 6,539,738 9,686,823
Bank and Government
Investment Fund 2,334,982 2,726,349 3,195,003
Common Stock Investment
Fund 1,122,226 7,567,329 12,694,321
Columbia Special Fund 180,087 3,642,827 3,861,067
* Northwest Natural Gas Company
Common Stock 225,719 5,872,008 7,448,721
---------- ----------
Subtotal 26,674,861 37,259,274
Participant loans (interest
rates from 7% - 10%, maturities
from 1/96 - 8/00) 327,285 327,285
----------- ----------
TOTAL INVESTMENTS $27,002,146 $37,586,559
=========== ===========
*Represents identification of known party in interest of the plan.
</TABLE>
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
<TABLE>
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Purchases Sales
--------- ------------------------------------------------------------
(h)
(f) Current
Expense Value of (i)
(c) (d) (e) Incurred (g) Asset on Net
(a)/(b) Purchase Selling Lease with Cost of Transaction Gain
Party/Description Price Price Rental Transaction Asset Date or (Loss)
------------------ ------- ------- ------ ----------- ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Columbia Trust Company Collective
Investment Plan and Trust:
Cash Investment Fund $ 851,616 $872,141 $ - $ - $870,997 $872,141 $ 1,144
Balanced Investment Fund 1,304,590 726,231 - - 530,304 726,231 195,927
Bank and Government
Investment Fund 701,952 997,096 - - 869,217 997,096 127,879
Common Stock Investment Fund 1,687,022 543,791 - - 366,438 543,791 177,353
Columbia Special Fund 1,503,792 200,253 - - 199,378 200,253 875
Northwest Natural Gas Company
Common Stock 1,081,535 286,956 - - 233,846 286,956 53,110
Note: There were no single reportable transactions for the year ended December 31, 1995.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Northwest Natural Gas Company
Retirement K Savings Plan Administrative Committee has duly
caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
By /s/ C. J. Rue
---------------------------
C. J. Rue, Chairman,
Retirement K Savings Plan
Administrative Committee
Date: June 24, 1996
NORTHWEST NATURAL GAS COMPANY
EXHIBIT INDEX
to
Annual Report on Form 11-K
For Year Ended
December 31, 1995
Exhibit
Document Number
- -------- -------
Independent Auditors' Consent 23
</TABLE>
DELOITTE & TOUCHE LLP
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Suite 3900 Telephone: (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 97204-3698
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement Nos. 33-63017 and 33-63585, Post-Effective Amendment
No. 1 to Registration Statement No. 2-76276, and Post-Effective
Amendment No. 2 to Registration Statement No. 2-77195 on Form
S-8 and in Registration Statement Nos. 33-64014, 33-51271, and
33-53795, and Post-Effective Amendment No. 1 to Registration
Statement Nos. 33-1304 and 33-20384 on Form S-3 of our report
dated May 2, 1996 appearing in this Form 11-K of Northwest
Natural Gas Company Retirement K Savings Plan for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
June 21, 1996
