SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K/A
(Check One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to____________
Commission file number 0-994
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
incorporation or organization) Identification Number)
220 N.W. Second Avenue, Portland, Oregon 97209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 226-4211
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Shares outstanding on January 31, 1997
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Common Stock, $3 1/6 par value,
and Common Share Purchase Rights 22,565,734
Preference Stock, without par value 250,000
Preferred Stock, without par value 137,490
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of the shares of voting stock (common stock) held by
non-affiliates of the registrant at January 31, 1997 was: $560,406,800
DOCUMENTS INCORPORATED BY REFERENCE
List documents incorporated by reference and the Part of the Form 10-K into
which the document is incorporated.
Portions of the Proxy Statement of Company, dated April 11, 1997, are
incorporated by reference in Part III.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. A list of all Financial Statements is incorporated by
reference to Item 8.
2. List of Exhibits filed:
*(3a.) Restated Articles of Incorporation, as filed and
effective June 24, 1988 and amended December 8,
1992, December 1, 1993 and May 27, 1994
(incorporated herein by reference to Exhibit
(3a.) to Form 10-K for 1994, File No. 0-994).
*(3b.) Bylaws as amended effective July 25, 1996
(incorporated herein by reference to Exhibit 3
to Form 10-Q for quarter ended June 30, 1996,
File No. 0-994).
*(4a.) Copy of Mortgage and Deed of Trust, dated as of
July 1, 1946, to Bankers Trust and R. G. Page
(to whom Stanley Burg is now successor),
Trustees (incorporated herein by reference to
Exhibit 7(j) in File No. 2-6494); and copies of
Supplemental Indentures Nos. 1 through 14 to the
Mortgage and Deed of Trust, dated respectively,
as of June 1, 1949, March 1, 1954, April 1,
1956, February 1, 1959, July 1, 1961, January 1,
1964, March 1, 1966, December 1, 1969, April 1,
1971, January 1, 1975, December 1, 1975, July 1,
1981, June 1, 1985 and November 1, 1985
(incorporated herein by reference to Exhibit
4(d) in File No. 33-1929); Supplemental
Indenture No. 15 to the Mortgage and Deed of
Trust, dated as of July 1, 1986 (filed as
Exhibit (4)(c) in File No. 33-24168);
Supplemental Indentures Nos. 16, 17 and 18 to
the Mortgage and Deed of Trust, dated,
respectively, as of November 1, 1988,
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October 1, 1989 and July 1, 1990 (incorporated
herein by reference to Exhibit (4)(c) in File
No. 33-40482); Supplemental Indenture No. 19 to
the Mortgage and Deed of Trust, dated as of
June 1, 1991 (incorporated herein by reference
to Exhibit 4(c) in File No. 33-64014); and
Supplemental Indenture No. 20 to the Mortgage
and Deed of Trust, dated as of June 1, 1993
(incorporated herein by reference to Exhibit
4(c) in File No. 33-53795).
*(4d.) Copy of Indenture, dated as of June 1, 1991,
between the Company and Bankers Trust Company,
Trustee, relating to the Company's Unsecured
Medium-Term Notes (incorporated herein by
reference to Exhibit 4(e) in File No. 33-64014).
*(4e.) Officers' Certificate dated June 12, 1991
creating Series A of the Company's Unsecured
Medium-Term Notes (incorporated herein by
reference to Exhibit (4e.) to Form 10-K for
1993, File No. 0-994).
*(4f.) Officers' Certificate dated June 18, 1993
creating Series B of the Company's Unsecured
Medium-Term Notes (incorporated herein by
reference to Exhibit (4f.) to Form 10-K for
1993, File No. 0-994).
*(4g.) 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 (incorporated herein by reference
to Exhibit 1 to Form 8-A, dated February 27,
1996, File No.
0-994).
*(10j.) Transportation Agreement, dated June 29, 1990,
between the Company and Northwest Pipeline
Corporation (incorporated herein by reference to
Exhibit (10j.) to Form 10-K for 1993, File No.
0-994).
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*(10j.(1)) Replacement Firm Transportation Agreement,
dated July 31, 1991, between the Company and
Northwest Pipeline Corporation (incorporated
herein by reference to Exhibit (10j.(2)) to
Form 10-K for 1992, File No. 0-994).
*(10j.(2)) Firm Transportation Service Agreement, dated
November 10, 1993, between the Company and
Pacific Gas Transmission Company (incorporated
herein by reference to Exhibit (10j.(2)) to
Form 10-K for 1993, File No. 0-994).
*(10j.(3)) Service Agreement, dated June 17, 1993, between
Northwest Pipeline Corporation and the Company
(incorporated herein by reference to Exhibit
(10j.(3)) to Form 10-K for 1994, File No.
0-994).
*(10j.(4)) Firm Transportation Service Agreement, dated
October 22, 1993, between Pacific Gas
Transmission Company and the Company
(incorporated herein by reference to Exhibit
(10j.(4)) to Form 10-K for 1994, File No.
0-994).
*(10j.(5)) Firm Transportation Service Agreement, dated
June 22, 1994, between Pacific Gas Transmission
Company and the Company (incorporated herein by
reference to Exhibit (10j.(5)) to Form 10-K for
1995, File No. 0-994).
(11) Statement re computation of per share earnings.
(12) Statement re computation of ratios.
(16) Letter re change in certifying accountant.
(23) Independent Auditors' Consent.
(27) Financial Data Schedule.
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Executive Compensation Plans and Arrangements:
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*(10a.) Employment agreement, dated October 27, 1983,
between the Company and an executive officer
(incorporated herein by reference to Exhibit
(10a.) to Form 10-K for 1989, File No. 0-994).
*(10b.) Executive Supplemental Retirement Income Plan,
1995 Restatement (incorporated herein by
reference to Exhibit (10b.) to Form 10-K for
1994, File No. 0-994).
*(10b.-1) 1995 Amendment to Executive Supplemental
Retirement Income Plan (1995 Restatement)
(incorporated herein by reference to Exhibit
(10b.-1) to Form 10-K for 1995, File No.
0-994).
*(10c.) 1985 Stock Option Plan, as amended effective
May 25, 1995 (incorporated herein by reference to
Exhibit (10c.) to Form 10-K for 1995, File
No. 0-994).
*(10e.) Executive Deferred Compensation Plan, 1990
Restatement, effective January 1, 1990
(incorporated herein by reference to Exhibit
(10e.) to Form 10-K for 1990, File No. 0-994).
*(10e.-1) Amendment No. 1 to Executive Deferred
Compensation Plan (incorporated herein by
reference to Exhibit (10e.-1) to Form 10-K for
1991, File No. 0-994).
*(10e.-2) Amendment No. 2 to Executive Deferred
Compensation Plan (incorporated herein by
reference to Exhibit (10e.-2) to Form 10-K for
1994, File No. 0-994).
*(10f.) Directors Deferred Compensation Plan, 1988
Restatement, effective January 1, 1988
(incorporated herein by reference to Exhibit
(10g.) to Form 10-K for 1987, File No. 0-994).
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<PAGE>
*(10f.-1) Amendment No. 1 to Directors Deferred
Compensation Plan (incorporated herein by
reference to Exhibit
(10f.-1) to Form 10-K for 1994, File No. 0-994).
*(10g.) Form of Indemnity Agreement as entered into
between the Company and each director and
executive officer (incorporated herein by
reference to Exhibit (10g.) to Form 10-K for
1988, File No. 0-994).
*(10i.) Non-Employee Directors Stock Compensation Plan,
as amended effective July 1, 1991 (incorporated
herein by reference to Exhibit (10i.) to Form
10-K for 1991, File No. 0-994).
*(10k.) Executive Annual Incentive Plan, effective
March 1, 1990, as amended effective January 1,
1992 and January 1, 1996 (incorporated by
reference to Exhibit (10k.) to Form 10-K for
1995, File No. 0-994).
*(10l.) Employment agreement dated November 27, 1989,
between the Company and an executive officer
(incorporated herein by reference to Exhibit
(10l.) to Form 10-K for 1991, File No. 0-994).
*(10m.) Agreement dated September 22, 1994, between the
Company and an executive officer (incorporated
herein by reference to Exhibit (10m.) to Form
10-K for 1994, File No. 0-994).
*(10n.) Employment agreement dated November 2, 1995, as
amended February 27, 1996, between the Company
and an executive officer (incorporated herein by
reference to Exhibit (10n.) to Form 10-K for
1995, File No. 0-994).
*(10o.) Form of Severance Agreement as entered into
between the Company and designated executive
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<PAGE>
officers (incorporated herein by reference to
Exhibit (10o.) to Form 10-K for 1995, File No.
0-994).
The Company agrees to furnish the Commission, upon request,
a copy of certain instruments defining rights of holders of
long-term debt of the Company or its consolidated
subsidiaries which authorize securities thereunder in
amounts which do not exceed 10% of the total assets of the
Company.
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed during the quarter ended
December 31, 1996.
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*Incorporated herein by reference as indicated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY
Dated: February 27, 1997 By: /s/ Bruce R. DeBolt
-----------------------------------
Name: Bruce R. DeBolt
Title: Senior Vice President
and Chief Financial Officer
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<PAGE>
NORTHWEST NATURAL GAS COMPANY
EXHIBIT INDEX
To
Annual Report on Form 10-K
For Fiscal Year Ended
December 31, 1996
Exhibit
Document Number
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* Restated Articles of Incorporation, as filed
June 24, 1988 and amended December 8, 1992,
December 1, 1993 and May 27, 1994 (3a.)
* Bylaws as amended effective July 25, 1996 (3b.)
* Mortgage and Deed of Trust, dated as of July 1,
1946, as supplemented by Supplemental Indenture
Nos. 1 through 20 (4a.)
* Indenture, dated as of June 1, 1991, between
the Company and Bankers Trust Company (4d.)
* Officers' Certificate dated June 12, 1991
creating Unsecured Medium-Term Notes Series A (4e.)
* Officers' Certificate dated June 18, 1993
creating Unsecured Medium-Term Notes Series B (4f.)
* Rights Agreement, dated as of February 27, 1996,
between the Company and Boatmen's Trust Company (4g.)
* Transportation Agreement, dated June 29, 1990,
between the Company and Northwest Pipeline
Corporation (10j.)
* Replacement Firm Transportation Agreement,
dated July 31, 1991, between the Company and
Northwest Pipeline Corporation (10j.(1))
* Firm Transportation Service Agreement, dated
November 10, 1993, between the Company and
Pacific Gas Transmission Company (10j.(2))
<PAGE>
* Service Agreement, dated June 17, 1993, between
Northwest Pipeline Corporation and the Company (10j.(3))
* Firm Transportation Service Agreement, dated
October 22, 1993, between Pacific Gas
Transmission Company and the Company (10j.(4))
* Firm Transportation Service Agreement, dated
June 22, 1994, between Pacific Gas Transmission
Company and the Company (10j.(5))
Statement re computation of per share earnings (11)
Statement re computation of ratios (12)
Letter re change in certifying accountant (16)
Independent Auditors' Consent (23)
Financial Data Schedule (27)
Executive Compensation Plans and Arrangements
---------------------------------------------
* Employment Agreement, dated October 27, 1983,
between the Company and an executive officer (10a.)
* Executive Supplemental Retirement Income Plan,
1995 Restatement (10b.)
* 1995 Amendment to Executive Supplemental
Retirement Income Plan (1995 Restatement) (10b.-1)
* 1985 Stock Option Plan as amended effective
May 25, 1995 (10c.)
* Executive Deferred Compensation Plan, 1990
Restatement, effective January 1, 1990 (10e.)
* Amendment No. 1 to Executive Deferred
Compensation Plan (10e.-1)
* Amendment No. 2 to Executive Deferred
Compensation Plan (10e.-2)
<PAGE>
* Directors Deferred Compensation Plan, 1988
Restatement, effective January 1, 1988 (10f.)
* Amendment No. 1 to Directors Deferred
Compensation Plan (10f.-1)
* Form of Indemnity Agreement entered into
between the Company and each director and
executive officer (10g.)
* Non-Employee Directors Stock Compensation Plan,
as amended effective July 1, 1991 (10i.)
* Executive Annual Incentive Plan, effective
March 1, 1990, as amended effective
January 1, 1992 and January 1, 1996 (10k.)
* Employment agreement dated November 27, 1989
between the Company and an executive officer (10l.)
* Employment agreement dated September 22, 1994
between the Company and an executive officer (10m.)
* Agreement dated November 2, 1995, as amended
February 27, 1996, between the Company and an
executive officer (10n.)
* Form of Severance Agreement as entered into
between the Company and designated executive
officers. (10o.)
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* Incorporated by reference
Deloitte & Touche LLP
Suite 3900 Telephone: (503) 222-1341
111 S. W. Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 97204-3698
Exhibit 16
February 26, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N. W.
Washington, D. C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Part II, Item 9 of Form 10-K of
Northwest Natural Gas Company dated February 24, 1997.
Yours truly,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
