As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
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OREGON 93-0256722
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
220 N.W. Second Avenue
Portland, Oregon 97209
(Address of Principal (Zip Code)
Executive Offices)
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NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
(Full title of plan)
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C. J. RUE
Secretary
Northwest Natural Gas Company
200 N.W. Second Avenue
Portland, Oregon 97209
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 226-4211
Copy to:
DENNIS LEYBOLD
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
1
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share (1) Price (1) Fee
- ---------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 500,000 Shares $27.53125 $13,765,625 $4,060.86
$3 1/6 par value
- -------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $27.53125, which was
the average of the high and low prices of the Common Stock on March
27, 1998 as reported in The Wall Street Journal for NASDAQ National
Market Issues.
This Registration Statement also relates to the registrant's Registration
Statement on Form S-8, Registration No. 33-63585.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the registration of additional
shares of the same class as other securities for which a Registration Statement
on Form S-8 relating to the Retirement K Savings Plan is effective.
The contents of the Registration Statement on Form S-8, Reg. No. 33-63585
of the registrant are hereby incorporated by reference.
Exhibits referenced below have been filed as appropriate.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3a to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 0-994.
4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3b to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 0-994.
5.1 Internal Revenue Service determination letter.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (see pp. II-3).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective
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<PAGE>
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each new post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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(d) The Company hereby undertakes to submit the Northwest Natural Gas
Company Retirement K Savings Plan (the "Plan") and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner, and to make all changes
required by the IRS in order to qualify the Plan.
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<PAGE>
POWERS OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints Bruce R. DeBolt and C. J. Rue, and each of them severally,
as his or her attorney-in-fact to sign in his or her name and behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such Agent
for Service as its attorney-in-fact with like authority to sign and file any
such amendments in its name and behalf.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Portland, State of Oregon, on February 26, 1998.
NORTHWEST NATURAL GAS COMPANY
By BRUCE R. DeBOLT
-------------------------------------------
Bruce R. DeBolt, Senior Vice
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 26, 1998.
Signature Title
RICHARD G. REITEN President and Chief Executive
- --------------------------------- Officer and Director
Richard G. Reiten (Principal Executive Officer)
BRUCE R. DeBOLT Senior Vice President, Finance,
- --------------------------------- and Chief Financial Officer
Bruce R. DeBolt (Principal Financial Officer)
D. JAMES WILSON Treasurer and Controller
- --------------------------------- Principal Accounting Officer
D. James Wilson
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MARY ARNSTAD Director
- ---------------------------------
Mary Arnstad
THOMAS E. DEWEY, JR. Director
- ---------------------------------
Thomas E. Dewey, Jr.
TOD R. HAMACHEK Director
- ---------------------------------
Tod R. Hamachek
RICHARD B. KELLER Director
- ---------------------------------
Richard B. Keller
WAYNE D. KUNI Director
- ---------------------------------
Wayne D. Kuni
Director
- ---------------------------------
Randall C. Pape
ROBERT L. RIDGLEY Director
- ---------------------------------
Robert L. Ridgley
DWIGHT A. SANGREY Director
- ---------------------------------
Dwight A. Sangrey
MELODY C. TEPPOLA Director
- ---------------------------------
Melody C. Teppola
RUSSELL F. TROMLEY Director
- ---------------------------------
Russell F. Tromley
BENJAMIN R. WHITELEY Director
- ---------------------------------
Benjamin R. Whiteley
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Plan has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Portland, State of Oregon, on February 26, 1998.
NORTHWEST NATURAL GAS COMPANY
RETIREMENT K SAVINGS PLAN
By C. J. RUE
-------------------------------------------
C. J. Rue
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3a to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 0-994.
4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3b
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 0-994.
5.1 Internal Revenue Service determination letter.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (see pp. II-3).
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EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
915 SECOND AVENUE, MS 510
SEATTLE, WA 98174
Employer Identification Number:
93-0256722
Date: June 01 1995 File Folder Number:
931003226
NORTHWEST NATURAL GAS COMPANY Person to Contact:
C/O DENNIS LEYBOLD DEBRA WITSOE
900 SW FIFTH AVENUE, SUITE 2300 Contact Telephone Number:
PORTLAND, OR 97204 (206) 220-6080
Plan Name:
NORTHWEST NATURAL
GAS COMPANY
RETIREMENT K
SAVINGS PLAN
Plan Number: 008
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated May 23, 1995. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees who
are highly compensated. If this occurs, your plan will not remain qualified.
<PAGE>
This determination letter is applicable for the amendment(s) adopted on
February 25, 1993.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last paragraph
of Publication 794 under the caption "Limitations of a Favorable Determination
Letter".
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representatives as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Richard R. Orosco
Richard R. Orosco
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 20, 1998, which appears on
page 33 of Northwest Natural Gas Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
PRICE WATERHOUSE LLP
Portland, Oregon
March 30, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northwest Natural Gas Company on Form S-8 of our report dated February 12, 1997,
appearing in the Annual Report on Form 10-K of Northwest Natural Gas Company for
the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 30, 1998
