AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
OREGON 93-0256722
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209
503-226-4211
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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RICHARD G. REITEN
President and Chief Executive Officer
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
503-226-4211
BRUCE R. DeBOLT
Senior Vice President, Finance,
and Chief Financial Officer
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
503-226-4211
JOHN T. HOOD, Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
212-603-2000
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
to be registered registered per share* offering price* fee
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Common Stock,
$3 1/6 Par Value 750,000 shares $26.0625 $19,546,875 $5,924.00
Common Share
Purchase Rights 750,000 rights** - - -
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*Calculated, pursuant to Rule 457(c) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the Common
Stock on July 31, 1997 on the Nasdaq National Market.
**Since no separate consideration is paid for the Common Share Purchase Rights
(Rights), the registration fee for such securities is included in the fee for
the Common Stock. The value attributable to the Rights, if any, is reflected in
the market price of the Common Stock.
Pursuant to Rule 429, the combined Prospectus filed herewith also relates
to Registration Statement No. 33-51271.
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Northwest Natural Gas Company
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Common Stock
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As more fully set forth herein, the Dividend Reinvestment and Stock
Purchase Plan (the Plan) of Northwest Natural Gas Company (the Company) provides
holders of the Company's common stock with a simple and convenient method of
purchasing additional shares of common stock without payment of any brokerage
commission or service charge. Any holder of record of the Company's common stock
may join the Plan.
Participants in the Plan may:
- have cash dividends on all of their shares automatically
reinvested; or
- have cash dividends on only a part of their shares automatically
reinvested; or
- invest by making optional cash payments of not more than $50,000
per calendar year and continue to receive cash dividends on
shares registered in their names and held in certificate form; or
- invest both their cash dividends and such optional cash payments;
or
- deposit certificates for shares of common stock registered in
their names into the Plan for safekeeping and have cash dividends
on all shares so deposited reinvested.
Participants also may withdraw from the Plan at any time.
All dividends on shares credited to a participant's account under the
Plan will be automatically applied to the purchase of additional shares.
Shares needed for the Plan may be purchased, at the option of the
Company, from the Company, in the National Market tier of the Nasdaq Stock
Market or through negotiated transactions. The price of shares purchased by
participants in the Plan with reinvested dividends or with optional cash
payments will be (i) in the case of authorized but unissued shares purchased
from the Company, the average of the high and low trading prices as reported in
the Nasdaq Stock Market on the Investment Date as defined in the Plan, and (ii)
in the case of shares purchased in the open market or through negotiated
transactions, the average price (excluding brokerage commissions) paid to obtain
them.
This Prospectus relates to 836,226 shares of common stock and the
common share purchase rights appurtenant thereto of the Company registered for
sale under the Plan. It is suggested that this Prospectus be retained for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is August 6, 1997
TABLE OF CONTENTS
Available Information.......................................................3
Incorporation of Certain Documents by Reference.............................3
The Company.................................................................4
The Plan....................................................................4
Purpose...................................................................4
Advantages................................................................4
Administration............................................................4
Custody of Plan Shares....................................................5
Safekeeping...............................................................5
Participation.............................................................5
Reinvestment and Investment...............................................6
Enrollment................................................................6
Costs.....................................................................6
Purchases.................................................................7
Price of Shares...........................................................7
Number of Shares to be Purchased..........................................7
Optional Cash Purchases...................................................7
Reports to Participants...................................................8
Dividends.................................................................8
Certificates for Shares...................................................8
Withdrawal................................................................8
Participation by Foreign and Other Holders Subject to Withholding.........9
Stock Dividends and Stock Splits..........................................9
Shareholder Voting........................................................9
Responsibility of the Company.............................................9
Suspension, Termination or Modification..................................10
Interpretation and Regulation............................................10
Correspondence Regarding the Plan........................................10
Tax Consequences of Participation in the Plan..............................10
Use of Proceeds............................................................11
Description of Common Stock................................................11
Experts....................................................................13
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER, UNDER ANY CIRCUMSTANCES, SHALL CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SINCE ITS DATE.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the Commission). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following regional
offices: Seven World Trade Center, Suite 1300, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy statements and other information filed electronically by the
Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Form 10-K/A, dated February 27, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The Company's Current Report on Form 8-K dated July 17, 1997; and
4. The Company's Registration Statement on Form 8-A dated
February 27, 1996.
Each document filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and shall be a part hereof from the
date of filing of such document; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Section 13 of
the Exchange Act prior to the filing with the Commission of the Company's most
recent Annual Report on Form 10-K shall not be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of such Annual Report
on Form 10-K. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded,
for purposes of this Prospectus, to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH
PERSON TO WHOM A COPY OF THIS PROSPECTUS SHALL HAVE BEEN DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS SHALL HAVE
BEEN SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO NORTHWEST NATURAL GAS COMPANY, SHAREHOLDER
SERVICES, 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209, OR BY CALLING THE
FOLLOWING NUMBER: 503-226-4211.
THE COMPANY
Northwest Natural Gas Company is the issuer of the securities offered
hereby. Its executive offices are located at 220 N.W. Second Avenue, Portland,
Oregon 97209, and its telephone number is 503-226-4211. The Company and its
predecessors have supplied gas service to the public since 1859. The Company is
principally engaged in the distribution of natural gas to customers in western
Oregon and southwestern Washington, including the Portland metropolitan area.
THE PLAN
The following constitutes the Company's Dividend Reinvestment and Stock
Purchase Plan (the Plan).
PURPOSE
The purpose of the Plan is to provide holders of common stock of the
Company with a simple and convenient way of investing cash dividends and
optional cash payments in shares of common stock without payment of any
brokerage commission or service charge. At the Company's option, shares
purchased under the Plan will be (a) authorized but unissued shares purchased
from the Company, (b) outstanding shares purchased in the market or through
negotiated transactions, or (c) both. To the extent that such shares will be
purchased from the Company, the Company will receive additional funds for its
continuing construction program and for general corporate purposes.
ADVANTAGES
Participants in the Plan may (a) have cash dividends on all or part of
their common stock registered in their names automatically reinvested, or (b)
reinvest their cash dividends and, in addition, invest up to $50,000 per
calendar year through optional cash payments, or (c) continue to receive their
cash dividends on shares registered in their names and invest by making such
optional cash payments. No commission or service charge is paid by participants
in connection with purchases under the Plan. The Company pays any brokerage fees
for purchases and all costs of Plan administration.
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to
participants' accounts. In addition, dividends in respect of such fractions, as
well as full shares, will be credited to participants' accounts and reinvested
in additional shares of common stock.
All shares purchased under the Plan will be credited to and, unless
otherwise requested, held in participants' accounts under the Plan. Shares held
by the Agent and credited to participants' accounts are referred to as Plan
Shares. Participants who want to reinvest dividends on shares registered in
their names (Registered Shares) also may elect to deposit such shares with the
Agent for safekeeping, converting them to Plan Shares. By holding their shares
in their Plan accounts, participants are protected against loss, theft or
destruction of stock certificates. However, dividends on all Plan Shares must be
automatically reinvested.
Statements reflecting each purchase for a participant will be furnished
to that participant and will provide simplified recordkeeping.
ADMINISTRATION
The Company is the Agent for participants in the Plan and, as such,
administers the Plan, keeps records, sends statements of account activity to
participants and performs other duties relating to the Plan. At its option, the
Company may appoint another agent to administer the Plan in whole or in part.
The Agent will appoint a broker-dealer registered under the Securities Exchange
Act of 1934 (Purchasing Representative) to act as independent agent for Plan
participants in purchasing and selling shares for participants in the NASDAQ
National Market or through negotiated transactions. Subject to the objective of
obtaining the lowest over-all cost of shares purchased, the Purchasing
Representative will have full discretion as to all matters relating to purchases
of shares.
CUSTODY OF PLAN SHARES
The Agent will hold for safekeeping the shares purchased for each
participant until termination of participation in the Plan or until it receives
a written request by a participant for the issuance of all or part of his
shares. Shares of common stock purchased under the Plan, as well as shares
deposited with the Agent for safekeeping, will be registered in the name of the
Agent or its nominee, as agent for participants in the Plan. At its option, the
Company may appoint another agent to act as custodian of the shares of common
stock and of funds held under the Plan.
SAFEKEEPING
A participant may elect to deposit Registered Shares into his Plan
account for safekeeping as Plan Shares. Any lost certificates must be replaced
before a participant may deposit the shares represented by such certificate.
Dividends on all shares deposited for safekeeping will be automatically
reinvested.
Certificates representing Registered Shares to be deposited for
safekeeping should be sent, together with a completed Safekeeping Authorization
Form, by registered mail to Northwest Natural Gas Company, Shareholder Services,
220 N. W. Second Avenue, Portland, Oregon 97209. Certificates should not be
endorsed. A Safekeeping Authorization Form may be obtained from the Company at
any time.
It is suggested that participants use registered mail when sending
stock certificates, declaring a value equal to 2% of the market value of the
shares on the date of mailing. This amount would be the approximate cost of
replacing the certificates should they be lost in the mail.
It is the responsibility of the participant to retain his records
relative to the cost of any shares represented by certificates deposited for
safekeeping.
PARTICIPATION
All holders of record of at least one share of common stock are
eligible to participate in the Plan. In order to be eligible to participate in
the Plan, a beneficial shareholder whose shares are held in the name of a bank
or broker in "street name," should request his or her bank or broker to have
such shares registered in his or her name. Alternatively, such beneficial
shareholders may participate indirectly by requesting their brokers to
participate on their behalf. Such indirect participation must be through the
registered holders of the shares.
Shareholders of record who desire the dividends on only some of their
Registered Shares to be reinvested under the Plan may indicate such number of
shares upon an Enrollment Card under "Partial Dividend Reinvestment." This form
of participation is not available with respect to Plan Shares, since dividends
on all Plan Shares must be reinvested.
A holder of record of common stock may join the Plan by signing an
Enrollment Card and returning it to the Company. A postage-paid envelope is
provided for this purpose.
Shareholders of record may obtain an Enrollment Card from the Company
at any time.
REINVESTMENT AND INVESTMENT
If an Enrollment Card is received on or before the record date for a
dividend payment, reinvestment of dividends will begin with that dividend,
unless the Enrollment Card indicates "Optional Cash Purchases Only." If the
Enrollment Card is received after the record date, reinvestment of dividends
will begin with the next dividend payment date. (Dividend payment dates
ordinarily are the fifteenth day of February, May, August and November and
corresponding record dates normally precede payment dates by 15 days.) If a
certificate representing Registered Shares to be deposited for safekeeping,
together with a completed Safekeeping Authorization Form, is received on or
before the record date for a dividend payment, reinvestment of dividends on all
such shares will begin with that dividend. If such certificate and Form is
received after the record date, reinvestment of dividends will begin with the
next dividend payment date unless a participant already has elected "Full
Dividend Reinvestment" for such shares.
All optional cash payments received prior to any monthly "Investment
Date" will be invested as of that Investment Date. Optional cash payments
received on or after any monthly "Investment Date" will be invested as of the
next Investment Date. The Investment Dates in February, May, August and November
will be the dividend payment dates in those months. In any other month, the
Investment Date will be the 15th day of such month.
For example, a dividend payable February 15 will be reinvested if a
completed Enrollment Card, or a certificate and a completed Safekeeping
Authorization Form, is received by the Company on or before the record date of
January 31. If the Enrollment Card, or such certificate and Form, is received
after January 31, but on or before the record date for the next dividend
payment, the first dividend reinvested will be the dividend payable May 15.
Likewise, any optional cash payments received on or before February 14
will be invested as of February 15. If any optional cash payment is received
after February 14, but on or before March 14, the investment will be made as of
March 15.
ENROLLMENT
If the participant elects "Full Dividend Reinvestment," the Enrollment
Card directs the Agent to apply to the purchase of additional shares under the
Plan all of the participant's cash dividends on all of the participant's
Registered Shares and Plan Shares. If a participant elects "Partial Dividend
Reinvestment," the Enrollment Card directs the Agent to apply to the purchase of
additional shares under the Plan all of his cash dividends on that number of
Registered Shares designated in the appropriate space on the Enrollment Card, as
well as cash dividends on all of the participant's Plan Shares. It also directs
the Agent to apply any optional cash payments a participant might make to the
purchase of additional shares in accordance with the Plan. If a participant
elects "Optional Cash Purchases Only" on the Enrollment Card, a participant will
continue to receive cash dividends on Registered Shares in the usual manner, but
the Agent will apply any optional cash payment received from him and dividends
on Plan Shares to the purchase of additional shares under the Plan.
COSTS
All costs of administration of the Plan are paid by the Company. There
are no brokerage fees on new shares purchased from the Company. The Company pays
all brokerage fees in connection with purchases made in the NASDAQ National
Market or through negotiated transactions. There will be a service charge for
selling whole shares held in a participant's Plan account when requested by the
participant. Except for this service charge, there are no expenses in connection
with withdrawal from the Plan.
PURCHASES
Shares purchased in any month directly from the Company will be
purchased as of the Investment Date for that month.
Shares purchased in any month in the NASDAQ National Market or through
negotiated transactions will be purchased, at the discretion of the Purchasing
Representative, during the period beginning on the tenth trading day prior to
the Investment Date for that month and ending on the fifth trading day after the
Investment Date.
PRICE OF SHARES
The "Purchase Price" of authorized but unissued shares purchased from
the Company with reinvested dividends or with optional cash payments on any
Investment Date will be the average of the high and low prices as reported on
the NASDAQ National Market on the Investment Date (or the last trading day
immediately preceding the Investment Date, if the NASDAQ National Market is
closed on the Investment Date).
The "Purchase Price" of shares purchased in respect of any Investment
Date in the NASDAQ National Market or through negotiated transactions will be
the average price (excluding brokerage fees) paid by the Purchasing
Representative to obtain them.
NUMBER OF SHARES TO BE PURCHASED
The number of shares to be purchased depends on the amount of a
participant's dividends or optional cash payments and the Purchase Price of the
shares purchased with such funds. Each participant's account will be credited
with that number of shares, including fractions computed to three decimal
places, equal to each participant's total amount to be invested divided by the
Purchase Price.
OPTIONAL CASH PURCHASES
Optional cash payments received from a participant prior to the
Investment Date for any month will be applied by the Agent to the purchase of
shares as of the Investment Date for that month. DIVIDENDS PAYABLE ON ALL PLAN
SHARES, INCLUDING THOSE PURCHASED AS A RESULT OF OPTIONAL CASH PAYMENTS, WILL BE
AUTOMATICALLY REINVESTED UNDER THE PLAN. Dividends on Registered Shares will not
be reinvested if the participant has elected "Optional Cash Purchases Only" on
the Enrollment Card.
The option to make cash purchases is available to each participant at
any time after joining the Plan. Optional cash purchases made by a participant
cannot, in any calendar year, exceed a total of $50,000. There is no minimum
amount required. Any amount received in excess of $50,000 per calendar year will
be returned to the participant.
An optional cash purchase may be made by a participant when enrolling
by enclosing a check or money order with the Enrollment Card. Thereafter,
optional cash purchases may be made through the use of a cash payment form sent
to each participant periodically. The same amount of money need not be sent each
month and there is no obligation to make an optional cash purchase each month.
In order to minimize accumulation of uninvested funds, optional cash
payments will be invested monthly.
Optional cash payments received by the Agent will be returned to the
participants upon written request received by the Agent at any time prior to the
Investment Date following their receipt. NO INTEREST WILL BE PAID BY THE COMPANY
OR THE AGENT ON CASH PAYMENTS WHILE THEY ARE HELD BY THE AGENT PENDING
INVESTMENT.
REPORTS TO PARTICIPANTS
As soon as practicable after purchases for their accounts, statements
will be mailed to participants advising them of their investments. The
statements are participants' continuing record of the cost of their purchases
and should be retained for income tax purposes. In addition, participants will
receive copies of the same communications sent to every other holder of shares
of common stock, including the Company's quarterly reports, annual report,
notice of annual meeting and proxy statement, and income tax information form
reporting dividends paid.
DIVIDENDS
A participant will be credited with dividends on all shares acquired
under the Plan, including a fraction of a share.
CERTIFICATES FOR SHARES
Certificates for shares purchased under the Plan and any shares
deposited with the Agent for safekeeping will be registered in the name of the
Agent or its nominee and held for the accounts of participants. No certificates
will be issued to a participant for shares in his account unless he so requests
the Agent in writing, or until his account is terminated. At any time, except as
otherwise provided in the fourth paragraph under "Withdrawal" below, a
participant may request the Agent to send him a certificate for any whole shares
credited to his account. Any remaining whole shares and fraction of a share will
continue to be credited to the participant's account.
Shares credited to the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstances.
Participants' Plan accounts are maintained in the same names in which
the participants' certificates were registered when they entered the Plan.
Certificates for whole shares withdrawn from the Plan will be registered
similarly when issued.
WITHDRAWAL
A participant may withdraw shares from the Plan by requesting either
the issuance or sale of Plan Shares.
In order to withdraw shares from the Plan, a participant must notify
the Agent in writing that he wishes to withdraw. When requested by a
participant, or upon termination of the Plan by the Company, a certificate for
whole shares credited to his account under the Plan will be issued and a cash
payment will be made for any fraction of a share.
Upon his withdrawal from the Plan, a participant also may request that
the Agent sell all or part of the whole shares credited to his account under the
Plan. Except as otherwise provided in the following paragraph, the sale will be
made for his account within five business days after receipt of the request by
the Agent. The participant will receive the proceeds, less a service charge, and
any applicable brokerage fees or commissions and any transfer tax, from the sale
of the whole shares sold at his request and a cash payment for any fraction of a
share credited to his account.
A participant may withdraw from the Plan at any time, provided,
however, that any notice of withdrawal received on or after an ex-dividend date
for a dividend will not be effective until the dividend paid with respect to
such ex-dividend date has been reinvested and the shares credited to the
withdrawing participant's account. (Ex-dividend dates ordinarily are the second
business day prior to the record date. "Record dates" are described above under
"Reinvestment and Investment".)
If a participant disposes of all of his or her Registered Shares, the
Company, at its option, either may treat such disposal as a notice of withdrawal
or may continue to reinvest the dividends on Plan Shares.
PARTICIPATION BY FOREIGN AND OTHER HOLDERS SUBJECT TO WITHHOLDING
In the case of foreign holders of common stock whose dividends are
subject to United States income tax withholding or other holders of common stock
whose dividends are subject to United States back-up withholding there will be
reinvested an amount equal to the dividends less the amount of tax required to
be withheld. Statements confirming purchases made for such participants will
indicate the net dividend reinvested and the amount of tax withheld.
Foreign shareholders who check the "Optional Cash Payments Only" box on
the Enrollment Card will continue to receive cash dividends on Registered Shares
in the same manner as if they were not participating in the Plan. Optional cash
payments received from them must be in United States dollars and will be
invested the same way as payments from other participants.
STOCK DIVIDENDS AND STOCK SPLITS
Any dividend payable in stock or split shares distributed by the
Company on Plan Shares will be added to the participant's account. Such stock
dividends or split shares distributed on Registered Shares will be mailed
directly to the participant in the same manner as to the shareholders who are
not participating in the Plan.
SHAREHOLDER VOTING
Plan Shares, including fractional Plan Shares, will be voted as the
participant directs.
The proxy card sent to each participant in connection with any annual
or special meeting of shareholders will represent all Registered Shares, if any,
and all Plan Shares owned by such participant.
As in the case of non-participating shareholders, if no instructions
are indicated on the properly signed and returned proxy card, all of the
participant's shares - Registered Shares, if any, and Plan Shares - will be
voted in accordance with the recommendations of the Company. If the proxy card
is not returned, the participant's shares may be voted only if the participant
or a duly appointed representative votes in person at the meeting.
RESPONSIBILITY OF THE COMPANY
Neither the Company nor any agent appointed by the Company with respect
to the Plan will be liable for any act done in good faith or for any good faith
omission to act including, without limitation, any claim of liability arising
out of failure to terminate a participant's account upon such participant's
death or with respect to the prices at which shares of common stock are
purchased or sold for the participant's account and the times when such
purchases or sales are made or with respect to any fluctuation in the market
value after purchase or sale of shares.
PARTICIPANTS SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT
OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED OR SOLD UNDER THE PLAN.
SUSPENSION, TERMINATION OR MODIFICATION
Notwithstanding any other provision of the Plan, the Board of Directors
of the Company reserves the right to amend, suspend, modify or terminate the
Plan at any time. Notice of any such amendment, suspension, modification or
termination will be sent to all participants.
INTERPRETATION AND REGULATION
The officers of the Company are authorized to take such actions to
carry out the Plan as may be consistent with the Plan's terms and conditions.
The Company reserves the right to interpret and regulate the Plan as it
deems desirable or necessary in connection with the Plan's operation.
CORRESPONDENCE REGARDING THE PLAN
All correspondence concerning the Plan should be addressed to:
Northwest Natural Gas Company
Shareholder Services
220 N. W. Second Avenue
Portland, Oregon 97209
(503) 220-2590
OR
1-800-422-4012, extension 3402
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The current Federal income tax consequences to the participant will be
as follows:
With respect to reinvested cash dividends used to purchase authorized
but unissued shares from the Company, a participant will be treated for Federal
income tax purposes as having received a distribution in an amount equal to the
fair market value on the dividend payment date of the full number of shares and
fractional shares purchased with reinvested dividends. The fair market value of
such shares on the dividend payment date will be treated as dividend income to
the participant to the extent of the current and accumulated earnings and
profits of the Company, as determined for Federal income tax purposes. The basis
of the shares so purchased will be equal to the fair market value of such shares
on the dividend payment date.
With respect to reinvested cash dividends used to purchase shares in
the open market or through negotiated transactions, a participant will be
treated for Federal income tax purposes as having received a distribution in an
amount equal to the cash reinvested plus brokerage commissions paid to obtain
the shares. The cash reinvested plus brokerage commissions will be treated as
dividend income to the participant to the extent of the current and accumulated
earnings and profits of the Company, as determined for Federal income tax
purposes. The basis of the shares so purchased will be equal to the amount of
this distribution including the brokerage commissions paid by the Company.
A participant who purchases shares with optional cash payments will
recognize no taxable income upon such purchases except to the extent of
brokerage fees paid by the Company to obtain the shares. The basis of shares
purchased in this manner will be the amount of the optional cash payment plus
brokerage fees.
A participant will not realize any taxable income upon the distribution
to him of certificates for whole shares credited to his account. However, gain
or loss will be realized by the participant when whole and fractional shares are
sold pursuant to the participant's request to sell shares held in the Plan and
when whole shares are sold by the participant. A participant who receives on
termination of participation or on termination of the Plan by the Company a cash
adjustment for a fraction of a share credited to such participant's account will
realize gain or loss with respect to such fraction. Gain or loss will be
measured by the difference between the amount the participant receives and his
tax basis for the shares, or fraction of a share, sold. Such shares will
normally constitute capital assets in the hands of a participant and gain or
loss on their sale will constitute long- or short-term capital gain or loss
depending on the period for which the shares shall be held.
The foregoing tax information is provided solely as a general guide to
participants. Therefore, participants are advised to consult their own tax
advisors as to the Federal and State income tax effect of participation in the
Plan.
USE OF PROCEEDS
To the extent that authorized but unissued shares are purchased under
the Plan from the Company, the net proceeds from their sale will be added to the
general funds of the Company and will be used to finance in part its continuing
utility construction program and for general corporate purposes. The Company
expects its utility construction expenditures in 1997 to aggregate $110 million,
and in the five-year period, 1997-2001, to aggregate between $500 million and
$550 million.
During the 12-month period ended June 30, 1997, the Company sold
211,091 authorized but unissued shares under the Plan for a total consideration
of $5,526,000.
DESCRIPTION OF COMMON STOCK
The following is a summary of certain rights and privileges of the
common stock of the Company. The summary does not purport to be complete and is
qualified in its entirety by reference to the Restated Articles of Incorporation
and the Bylaws of the Company.
The common stock offered pursuant to the Plan is part of the one class
of common stock of the Company of the par value of $3 1/6 per share.
DIVIDENDS AND LIQUIDATION RIGHTS: Except as hereinafter stated, the
common stock is entitled to receive such dividends as are declared by the Board
of Directors and to receive ratably on liquidation any assets which remain after
payment of liabilities. The Company's preferred stock and the preference stock
are entitled in preference to the common stock (1) to cumulative dividends at
the annual rate fixed for each series by the Board of Directors, and (2) in
voluntary and involuntary liquidation, to the amounts fixed for each series by
the Board of Directors, plus in each case, unpaid accumulated dividends.
DIVIDEND LIMITATIONS: Should dividends on either the preferred or the
preference stock be in arrears, no dividends on the common stock may be paid or
declared. Except with the consent of the holders of a majority of the preferred
stock then outstanding, no dividends on the common stock or the preference stock
may be paid or declared unless the preferred stock purchase and sinking fund
obligations have been met for that year. Future series of the preferred or the
preference stock could contain sinking fund, purchase or redemption obligations
under which no dividends on the common stock may be paid or declared while such
obligations are in default. Common stock dividends also may be restricted by the
provisions of future instruments pursuant to which the Company may issue
long-term debt.
VOTING RIGHTS AND CLASSIFICATION OF THE BOARD OF DIRECTORS: Except as
provided by law or as described below, only the common stock has voting rights.
Cumulative voting is permitted by the Restated Articles of Incorporation to
holders of common stock at elections of directors. The preferred stock has the
special right to elect the smallest number of directors which constitutes at
least one-fourth of the total number of directors, or two directors, whichever
is greater, if payments of four quarterly dividends or more on any share or
shares of preferred stock should be in arrears.
The Board of Directors of the Company may consist of not less than nine
nor more than 13 persons, as determined by the Board. The current number is 12.
The Board is divided into three classes, each equal in number. One class is
elected for a three-year term at each annual meeting of shareholders. Vacancies,
including those resulting from an increase in the size of the Board, may be
filled by a majority vote of the directors then in office. One or more of the
directors may be removed, with or without cause, by the affirmative vote of the
holders of not less than two-thirds of the shares entitled to vote thereon;
provided, however, that if fewer than all of the directors should be candidates
for removal, no one of them shall be removed if the votes cast against such
director's removal would be sufficient to elect such director if then
cumulatively voted at an election of the class of directors of which such
director shall be a part. Except for those persons nominated by the Board, no
person shall be eligible for election as a director unless a request from a
shareholder entitled to vote in the election of directors that such person be
nominated and such person's consent thereto shall be delivered to the Secretary
of the Company in advance of the meeting at which such election shall be held.
The foregoing provisions may not be amended or repealed except by the
affirmative vote of the holders of not less than two-thirds of the shares
entitled to vote at an election of directors. The foregoing provisions will not
apply to directors, if any, elected by the holders of the preferred stock.
PRE-EMPTIVE RIGHTS: The holders of the common stock have no pre-emptive
rights.
TRANSACTIONS WITH RELATED PERSONS: The Company shall not enter into any
business transaction with a related person or in which a related person shall
have an interest (except proportionately as a shareholder of the Company)
without first obtaining both (1) the affirmative vote of the holders of not less
than two-thirds of the outstanding shares of the capital stock of the Company
not held by such related person, and (2) the determination of a majority of the
continuing directors that the cash or fair market value of the property,
securities or other consideration to be received per share by the holders, other
than such related person, of the shares of each class or series of the capital
stock of the Company in such business transaction shall not be less than the
highest purchase price paid by such related person in acquiring any of its
holdings of shares of the same class or series, unless the continuing directors
by a majority vote shall either (a) have expressly approved the acquisition of
the shares of the capital stock of the Company that caused such related person
to become a related person, or (b) have expressly approved such business
transaction. As used in this paragraph: a "business transaction" includes a
merger, consolidation, reorganization or recapitalization, a purchase, sale,
lease, exchange or mortgage of all or a substantial part (10% or more) of the
property of the Company or a related person, an issuance, sale or exchange of
securities and a liquidation, spin-off or dissolution; a "related person"
includes a person, organization or group thereof owning ten percent or more of
the capital stock of the Company; "continuing directors" are those (1) who were
directors of the Company on April 9, 1984 and (2) those who became directors
subsequent thereto and whose nomination for directorship shall have been
approved by a majority of the then continuing directors. The foregoing
provisions may not be amended or repealed except by the affirmative vote of the
holders of not less than two-thirds of the shares of the capital stock of the
Company (other than shares held by related persons).
TRANSFER AGENT AND REGISTRAR: The Company is the transfer agent and
registrar for the common stock. Both the transfer agent and the registrar are
located in Portland, Oregon.
COMMON SHARE PURCHASE RIGHTS: The holders of the common stock have one
common share purchase right (Right) for each of their shares. Each Right,
initially evidenced by and traded with the common stock, entitles the holder to
purchase one-tenth of a share of common stock at a Purchase Price of $6.67,
subject to adjustment. The Rights will be exercisable only if a person or group
(Person) shall acquire ownership of 15% or more of the common stock (such Person
being hereinafter referred to as an "Acquiring Person") or shall announce a
tender offer, the consummation of which would result in such Person becoming an
Acquiring Person.
If any Person shall have become an Acquiring Person, each Right, other
than Rights owned by the Acquiring Person (which shall be void), may be
exercised by its holder to purchase, at a 50% discount, shares of common stock
having a market value equal to twenty times the Purchase Price. If a Person
shall have become an Acquiring Person but shall not have acquired ownership of
50% or more of the common stock, the Board of Directors may provide for the
exchange of all or a part of the Rights (other than Rights which shall be void
as described above) for common stock at a ratio of one share per Right.
In the event that (i) the Company shall consolidate or merge with any
other person, (ii) any person shall consolidate or merge with the Company and
the Company shall be the surviving corporation and, in connection therewith, all
or part of the common stock shall be changed into or exchanged for stock or
other securities of any person (including the Company) or cash or any other
property, or (iii) the Company shall sell or otherwise transfer, assets or
earning power aggregating 50% or more of the assets or earning power of the
Company to any other person, each Right, except Rights owned by an Acquiring
Person (which shall be void), may be exercised by its holder to purchase, at a
50% discount, shares of common stock of the other person having a market value
equal to twenty times the Purchase Price.
At any time prior to any Person becoming an Acquiring Person, the Board
of Directors may redeem the Rights at a price of $.01 per Right. The Rights will
expire on March 15, 2006 unless they are exchanged or redeemed (as described
above) earlier than that date.
The issuance of common stock upon exercise of the Rights will be
subject to any necessary regulatory approvals.
The Rights have anti-takeover effects because they will cause
substantial dilution to a Person who attempts to acquire the Company on terms
not approved by the Board of Directors.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, a copy of
which has been filed with the Commission.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The statements made as to matters of law and legal conclusions in the
documents incorporated in this Prospectus by reference and under "Description of
Common Stock" herein have been reviewed by Bruce B. Samson, Esquire, Portland,
Oregon. Mr. Samson is General Counsel of the Company. These statements and
conclusions are set forth in reliance upon the opinion of Mr. Samson given upon
his authority as an expert. The statements made as to matters of law and legal
conclusions under "Tax Consequences of Participation in the Plan" herein have
been reviewed by Reid & Priest LLP, New York, New York. These statements are set
forth in reliance upon the opinion of Reid & Priest LLP given upon their
authority as experts. As of June 30, 1997, Mr. Samson owned 7,184 shares of the
Company's common stock (including approximately 3,055 shares held in the
Company's Retirement K Savings Plan at June 30, 1997) and has been granted
options to purchase 6,091 shares at a price of $16.59, 3,000 shares at a price
of $24.00 per share and 7,500 shares at a price of $20.92 per share, the market
prices of the shares on the dates of such grants as adjusted to reflect a
3-for-2 split of the Company's common stock. Mr. Samson's shares, including the
underlying shares subject to options granted to him, had a fair market value at
June 30, 1997 of approximately $622,600.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (estimated except for
registration fee) in connection with the offering described in this Registration
Statement:
Securities and Exchange Commission registration fee $ 5,924
Printing of Registration Statement, Prospectus
and other documents 8,000
Blue Sky filing and counsel fees 10,000
Accountants' fee 5,000
Miscellaneous expenses 31,076
-------
Total $60,000
=======
ITEM 15. 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 defendant in a legal proceeding because that person is or was a director
or officer of the corporation:
(1) shall be indemnified by the corporation for reasonable expenses of
such litigation when the director or officer is wholly successful on the merits
or otherwise;
(2) 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
(3) 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 in Section (2) or (3)
above has been met and an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he or she did not meet that
standard and, therefore, 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:
(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 16. LIST OF EXHIBITS
*4(a)- Restated Articles of Incorporation, as filed and
effective June 24, 1988, as amended December 8,
1992, December 1, 1993 and May 27, 1994 (filed as
Exhibit (3a.) to Form 10-K for 1994).
*4(b)- Bylaws as amended July 25, 1996 (filed as
Exhibit 3 to Form 10-Q for quarter ended
June 30, 1996).
*4(c)- Rights Agreement, dated as of February 27, 1996,
between the Company and Boatmen's Trust Company,
which includes as Exhibit A thereto the form of a
Right Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares
(filed as Exhibit 1 to Form 8-A, dated February
27, 1996).
5(a)- Opinion of Bruce B. Samson, Esq.
5(b) and 8 - Opinion of Reid & Priest LLP.
23 - Consent of Deloitte & Touche LLP. Consents of
Bruce B. Samson and Reid & Priest LLP are
included in their opinions filed, respectively,
as Exhibit 5(a) and Exhibit 5(b).
24 - Power of Attorney (see page II-3).
-----------------
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
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, represent 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 (1)(i) and(1)(ii) above do not apply if the
registration statement is on Form S-3 and 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 such 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.
The undersigned registrant hereby further 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.
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 provisions described under Item 15 above, 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
on the following page hereby appoints Richard G. Reiten, Bruce R. DeBolt and
John T. Hood, the Agents for Service named in this registration statement, and
each of them severally, as his attorney-in-fact to sign in his 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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, and State of Oregon on the 6th day of
August, 1997.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Richard G. Reiten
-------------------------
Richard G. Reiten
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 and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Richard G. Reiten Principal Executive August 6, 1997
Richard G. Reiten Officer, and Director
President and Chief
Executive Officer
/s/ Bruce R. DeBolt Principal Financial August 6, 1997
Bruce R. DeBolt Officer
Senior Vice President, Finance,
and Chief Financial Officer
/s/ D. James Wilson Principal Accounting August 6, 1997
D. James Wilson Officer
Treasurer and Controller
/s/ Mary Arnstad
Mary Arnstad
/s/ Thomas E. Dewey, Jr.
Thomas E. Dewey, Jr.
/s/ Tod R. Hamachek
Tod R. Hamachek
/s/ Richard B. Keller
Richard B. Keller
Directors August 6, 1997
/s/ Wayne D. Kuni
Wayne D. Kuni
Randall C. Pape
/s/Robert L. Ridgley
Robert L. Ridgley
/s/ Dwight A. Sangrey
Dwight A. Sangrey
/s/ Melody C. Teppola
Melody C. Teppola
/s/ Russell F. Tromley
Russell F. Tromley
/s/ Benjamin R. Whiteley
Benjamin R. Whiteley
INDEX TO EXHIBITS
Exhibit
*4(a) Restated Articles of Incorporation, as filed and
effective June 24, 1988, as amended December 8,
1992, December 1, 1993 and May 27, 1994 (filed as
Exhibit (3a.) to Form 10-K for 1994).
*4(b) Bylaws as amended July 25, 1996 (filed as
Exhibit 3 to Form 10-Q for quarter ended
June 30, 1996).
*4(c) Rights Agreement, dated as of February 27, 1996,
between the Company and Boatmen's Trust Company,
which includes as Exhibit A thereto the form of a
Right Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares
(filed as Exhibit 1 to Form 8-A, dated February
27, 1996).
5(a) Opinion of Bruce B. Samson, Esq.
5(b) and 8 Opinion of Reid & Priest LLP.
23 Consent of Deloitte & Touche LLP. Consents of
Bruce B. Samson and Reid & Priest LLP are
included in their opinions filed, respectively,
as Exhibit 5(a) and Exhibit 5(b).
24 Power of Attorney (see page II-3).
-----------------
* Previously filed
Exhibit 5(a)
BRUCE B. SAMSON
Attorney at law
220 N. W. Second Avenue
Portland, Oregon 97209
August 6, 1997
Northwest Natural Gas Company
One Pacific Square
220 N. W. Second Avenue
Portland, Oregon 97209
Dear Sirs:
With reference to the Registration Statement to be filed by the
Company on or about the date hereof with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, contemplating the sale by the
Company of 750,000 additional shares of its Common Stock (Stock) and the Common
Share Purchase Rights appurtenant thereto (Rights) pursuant to its Dividend
Reinvestment and Stock Purchase Plan (Plan), I am of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Oregon and is qualified to do business in the
State of Washington.
2. All of the presently issued and outstanding shares of Stock have
been legally issued and are fully paid and non-assessable.
3. All of the presently issued and outstanding Rights have been
legally issued.
4. To the extent that the Company shall issue authorized but unissued
shares of Stock and Rights appurtenant thereto for sale pursuant to the Plan,
all action necessary to make such Stock legally issued, fully paid and
non-assessable and the Rights appurtenant to such Stock legally issued will have
been taken when:
(a) the Registration Statement shall have become effective;
(b) the issuance of such Stock shall have been authorized by the
Oregon Public Utility Commission and the Washington Utilities and Transportation
Commission;
(c) such Stock shall have been issued and delivered for the
consideration contemplated in the Registration Statement; and
(d) the Rights appurtenant to such Stock shall have been issued in
accordance with the terms of the Rights Agreement dated as of February 27, 1996
between the Company and Boatmen's Trust Company (ChaseMellon Shareholder
Services, successor).
I consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name, as counsel, therein.
Very truly yours,
/s/ Bruce B. Samson
Bruce B. Samson, Esq.
EXHIBITS 5(B) AND 8
REID & PRIEST LLP
A New York Registered Limited Liability Partnership
40 West 57 Street
New York, New York 10019-4097
212-603-2000
New York, New York
August 6, 1997
Northwest Natural Gas Company
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
Dear Sirs:
With reference to the Registration Statement to be filed by the
Company on or about the date hereof with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, contemplating the sale by the
Company of 750,000 additional shares of its Common Stock (Stock) and the Common
Share Purchase Rights appurtenant thereto (Rights) pursuant to its Dividend
Reinvestment and Stock Purchase Plan (Plan), we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Oregon.
2. To the extent that the Company shall issue authorized but unissued
shares of Stock and Rights appurtenant thereto for sale pursuant to the Plan,
all action necessary to make such Stock legally issued, fully paid and
non-assessable and the Rights appurtenant to such Stock legally issued will have
been taken when:
(a) the Registration Statement shall have become effective;
(b) the issuance of such Stock shall have been authorized by the
Oregon Public Utility Commission and the Washington Utilities and Transportation
Commission;
(c) such Stock shall have been issued and delivered for the
consideration contemplated in the Registration Statement; and
(d) the Rights appurtenant to such Stock shall have been issued in
accordance with the terms of the Rights Agreement dated as of February 27, 1996
between the Company and Boatmen's Trust Company (ChaseMellon Shareholder
Services, successor).
3. The statements made in the Registration Statement under the
heading, "Tax Consequences of Participation in the Plan", constitute an accurate
general description of the material federal income tax consequences to
participants of participation in the Plan.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts on the laws of the States of Oregon and Washington. We
have relied as to all matters governed by the laws of such States on the opinion
of Bruce B. Samson, Esq., General Counsel for the Company, which is to be filed
as an exhibit to the Registration Statement.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name, as counsel, therein.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
EXHIBIT 23
DELOITTE & TOUCHE LLP
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Suite 3900 Telephone (503) 222-1341
111 SW Fifth Avenue Facsimile (503) 224-2172
Portland, Oregon 92709-3698
INDEPENDENT AUDITORS' CONSENT
Northwest Natural Gas Company:
We consent to the incorporation by reference in this Registration Statement of
Northwest Natural Gas Company on Form S-3 of our report dated February 12, 1997,
appearing in the Annual Report on Form 10-K of Northwest Natural Gas Company for
the year ended December 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is a part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
August 6, 1997
