AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1998
Registration No. 333-32989
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
incorporation or organization) Identification No.)
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)
---------------------
RICHARD G. REITEN BRUCE R. DeBOLT JOHN T. HOOD, Esq.
President Senior Vice Thelen Reid &
and Chief President, Priest LLP
Executive Officer Finance, 40 West 57th Street
One Pacific Square and Chief New York, New York
220 N.W. Second Avenue Financial Officer 10019
Portland, Oregon 97209 One Pacific Square 212-603-2000
503-226-4211 220 N.W. Second Avenue
Portland, Oregon 97209
503-226-4211
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
---------------------
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]
<PAGE>
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Northwest Natural Gas Company
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Common Stock
-----------
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 640,888 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.
-----------
The date of this Prospectus is July 14, 1998
=================================================================
<PAGE>
TABLE OF CONTENTS
Page Page
---- ----
Available Information . . . 1 Reports to Participants . 6
Incorporation of Certain Dividends . . . . . . . . 6
Documents by Reference . . 1 Certificates for Shares . 6
The Company . . . . . . . . 2 Withdrawal . . . . . . . 6
The Plan . . . . . . . . . 2 Participation by Foreign and
Purpose . . . . . . . . . 2 Other Holders Subject to
Advantages . . . . . . . 2 Withholding . . . . . . 7
Administration . . . . . 2 Stock Dividends and Stock
Custody of Plan Shares . 3 Splits . . . . . . . . . 7
Safekeeping . . . . . . . 3 Shareholder Voting . . . 7
Participation . . . . . . 3 Responsibility of the
Reinvestment and Investment 4 Company . . . . . . . . 8
Enrollment . . . . . . . 4 Suspension, Termination or
Costs . . . . . . . . . . 5 Modification . . . . . . 8
Purchases . . . . . . . . 5 Interpretation and
Price of Shares . . . . . 5 Regulation . . . . . . . 8
Number of Shares to be Correspondence Regarding the
Purchased . . . . . . . 5 Plan . . . . . . . . . . 8
Optional Cash Purchases . 5 Tax Consequences of
Participation in the
Plan . . . . . . . . . . . 8
Use of Proceeds . . . . . . 9
Description of Common Stock 9
Experts . . . . . . . . . . 12
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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.
----------------
<PAGE>
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, 1997;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;
3. The Company's Current Report on Form 8-K dated February
27, 1998; 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 (Latest
Annual Report) shall not be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of such
Latest Annual Report. 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.
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THE COMPANY
Northwest Natural Gas Company is the issuer of the securities
offered hereby. 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. Its executive offices are located at
220 N.W. Second Avenue, Portland, Oregon 97209, and its telephone
number is 503-226-4211.
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
2
<PAGE>
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.
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<PAGE>
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.
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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.
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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
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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.
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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.
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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 1998 to
aggregate $90 million, and in the five-year period, 1998-2002, to
aggregate between $500 million and $550 million.
During the 12-month period ended May 31, 1998, the Company
sold 198,943 authorized but unissued shares under the Plan for a
total consideration of $ 5,195,400.
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
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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
10
<PAGE>
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.
11
<PAGE>
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 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements as of and for the years ended
December 31, 1995 and 1996 incorporated in this Prospectus by
reference to the Latest Annual Report 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
Mark S. Dodson, Esquire, Portland, Oregon. Mr. Dodson is General
Counsel of the Company. These statements and conclusions are set
forth in reliance upon the opinion of Mr. Dodson 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 Thelen Reid & Priest LLP,
New York, New York. These statements are set forth in reliance
upon the opinion of Thelen Reid & Priest LLP given upon their
authority as experts. As of May 31, 1998, Mr. Dodson owned 500
shares of the Company's common stock. Mr. Dodson has been
granted options to purchase 5,000 shares at a price of $27.875.
Mr. Dodson's shares, including the underlying shares subject to
options granted to him, had a fair market value at May 31, 1998
of approximately $151,200.
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. LIST OF EXHIBITS
23.1 - Consent of Mark S. Dodson.
23.2 - Consent of PricewaterhouseCoopers LLP.
23.3 - Consent of Deloitte & Touche LLP.
-----------------
II-1
<PAGE>
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 post-effective amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, and State of Oregon on the
13th day of July, 1998.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Bruce R. DeBolt
-----------------------------
Bruce R. DeBolt
Senior Vice President, Finance,
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933 this post-effective amendment 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 July 13, 1998
---------------------- Officer,
Richard G. Reiten and Director
President and Chief
Executive Officer
/s/ Bruce R. DeBolt Principal Financial July 13, 1998
----------------------- Officer
Bruce R. DeBolt
Senior Vice President, Finance,
and Chief Financial Officer
/s/ D. James Wilson* Principal Accounting July 13, 1998
----------------------- Officer
D. James Wilson
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 July 13, 1998
/s/ Wayne D. Kuni*
-----------------------
Wayne D. Kuni
II-2
<PAGE>
-----------------------
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
* By: /s/ Bruce R. DeBolt
------------------------------
Bruce R. DeBolt
Attorney-in-fact
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
-------
23.1 Consent of Mark S. Dodson.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
-----------------
[LETTERHEAD OF MARK S. DODSON]
July 13, 1998
Northwest Natural Gas Company
One Pacific Square
220 N.W. Second Avenue
Portland, Oregon 97209
Dear Sirs:
I hereby consent to the use of my name in the Prospectus
included as part of Post-effective Amendment No. 1 to Northwest
Natural Gas Company's Registration Statement on Form S-3 (Commission
File No. 333-32989).
Very truly yours,
/s/ Mark S. Dodson
MARK S. DODSON, ESQ.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 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. We also consent to the reference to us under the
headings "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Portland, Oregon
July 13, 1998
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 to Registration Statement (No. 333-32989)
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, 1997,
and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
July 13, 1998
