-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANMik9iKaE4XkQMEQePA/MlkN1ZdOpQQZT1nLGQ4IkcJ4COChT6p3G0Kl8vuwLRg xwy2JYrzSZHUk3ZRLX4zRA== 0000073020-96-000009.txt : 19960625 0000073020-96-000009.hdr.sgml : 19960625 ACCESSION NUMBER: 0000073020-96-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST NATURAL GAS CO CENTRAL INDEX KEY: 0000073020 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 930256722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00994 FILM NUMBER: 96584683 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Transition period from ________ to ________ Commission file number 0-994 NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN ---------------------------- (Full Title of Plan) NORTHWEST NATURAL GAS COMPANY 220 N. W. Second Avenue Portland, Oregon 97209 ------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) ITEM 4. FINANCIAL STATEMENTS Page ---- Financial Statements Independent Auditors' Report 5 Statements of Net Assets Available for Benefits, December 31, 1995 and 1994 6 Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 1995 and 1994 7 Notes to Financial Statements, Years Ended December 31, 1995 and 1994 8 Supplemental Schedules, Year Ended December 31, 1995 14 All other schedules have been omitted because the information required is included in the financial statements or the notes thereto or the requirements for submission of the schedules are not present. EXHIBIT 23 Independent Auditors' Consent NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN Financial Statements as of and for the Years Ended December 31, 1995 and 1994, Supplemental Schedules as of and for the Year Ended December 31, 1995, and Independent Auditors' Report NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN TABLE OF CONTENTS - ------------------------------------------------------------------------ Page ---- INDEPENDENT AUDITORS' REPORT 5 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994: Statements of Net Assets Available for Benefits 6 Statements of Changes in Net Assets Available for Benefits 7 Notes to Financial Statements 8-13 SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1995: Item 27a - Schedule of Assets Held for Investment Purposes 14 Item 27d - Schedule of Reportable Transactions - Series 15 Schedules not filed herewith are omitted because of the absence of conditions under which they are required. DELOITTE & TOUCHE LLP - --------------------------------------------------------------------- Suite 3900 Telephone: (503) 222-1341 111 SW Fifth Avenue Facsimile: (503) 224-2172 Portland, OR 97204-3698 INDEPENDENT AUDITORS' REPORT Administrative Committee Northwest Natural Gas Company Retirement K Savings Plan We have audited the accompanying financial statements of the Northwest Natural Gas Company Retirement K Savings Plan as of December 31, 1995 and 1994 and for the years then ended, listed in the Table of Contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules, listed in the Table of Contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP May 2, 1996 NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------
1995 1994 ---- ---- INVESTMENTS - At fair value: Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund $ 12,073 $ 15,181 Fixed Income Investment Fund 361,266 213,612 Balanced Investment Fund 9,686,823 7,233,891 Bank and Government Investment Fund 3,195,003 3,289,129 Common Stock Investment Fund 12,694,321 8,658,766 Columbia Special Fund 3,861,067 2,228,874 Northwest Natural Gas Company Common Stock 7,448,721 5,900,339 Participant Loans 327,285 351,102 ----------- ----------- Total investments 37,586,559 27,890,894 CONTRIBUTIONS RECEIVABLE - 16,888 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $37,586,559 $27,907,782 =========== =========== See notes to financial statements.
NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------
1995 1994 ---- ---- ADDITIONS: Investment income $ 834,341 $ 481,610 Net appreciation (depreciation) in fair value of investments (Note 7) 6,111,016 (721,436) ----------- ----------- Net investment income (loss) 6,945,357 (239,826) ----------- ----------- CONTRIBUTIONS: Elective and rollovers (Note 8) 3,816,257 3,507,841 Employer (Note 8) 755,684 601,340 ----------- ----------- Total contributions 4,571,941 4,109,181 ----------- ----------- Total additions 11,517,298 3,869,355 ----------- ----------- DEDUCTIONS: Withdrawals (Note 8) (1,643,540) (902,249) Trustee fees and expenses (194,981) (159,736) ----------- ----------- Total deductions (1,838,521) (1,061,985) ----------- ----------- NET INCREASE IN NET ASSETS AVAIABLE FOR BENEFITS 9,678,777 2,807,370 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 27,907,782 25,100,412 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $37,586,559 $27,907,782 =========== =========== See notes to financial statements.
NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 - ---------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Northwest Natural Gas Company Retirement K Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan's provisions. GENERAL - Northwest Natural Gas Company (the "Company") formerly had two employee savings plans. The Bargaining Unit Employee Savings Plan ("Bargaining Unit Plan") was established on January 1, 1988 as a trusteed, salary deferral plan for all employees of the Company who were covered by a collective bargaining agreement. The Northwest Natural Gas Company Employee Savings Plan ("Non-Bargaining Unit Plan"), adopted effective January 1, 1985, covered the remainder of employees. Effective December 31, 1991, the Bargaining Unit Plan and Non-Bargaining Unit Plan were merged into one plan and the plan name was changed to the Retirement K Savings Plan. Eligible employees may begin participation after three months of service with the Company. At December 31, 1995, the Plan had 1,181 participants of which 1,027 were active. CONTRIBUTIONS AND WITHDRAWALS - Under the Plan, participants may elect to contribute, subject to Internal Revenue Code limitations, up to 15% of gross pay to the Plan through salary deferral. The Company contributes 50% of each non- bargaining employee contribution, up to 4% of gross pay. The match for bargaining unit employees was 50% of employee contributions up to 2% for 1994 and 50% of employee contributions up to 3% for 1995. Under the hardship withdrawal provisions of the Plans, participants may withdraw salary deferral amounts while still employed by the Company. INVESTMENT OPTIONS - Participants may direct contributions in any of six investment options (four options represent collective investment funds managed by Columbia Trust Company). - BANK AND GOVERNMENT INVESTMENT FUND - a pooled investment fund which invests in bank investment contracts that are insured by the Federal Deposit Insurance Corporation, government money market funds and short-term direct obligations of the U.S. Government. - COMMON STOCK INVESTMENT FUND - a pooled investment fund, which invests principally in equities and equity equivalents (convertible preferred stock, convertible bonds, etc.). - FIXED INCOME INVESTMENT FUND - a pooled investment fund which invests in a diversified portfolio of investment-grade fixed income securities. - BALANCED INVESTMENT FUND - invests in the Fixed Income Investment Fund, the Common Stock Investment Fund, and the Cash Investment Fund (a pooled investment fund of money market instruments and/or money market funds with maturities of less than one year). - COLUMBIA SPECIAL FUND - a publicly-traded mutual fund which invests in securities considered more aggressive than the market as a whole. - NORTHWEST NATURAL GAS COMPANY STOCK - Funds are invested in common stock of Northwest Natural Gas Company. VESTING - All contributions to participant accounts are fully vested and nonforfeitable at all times. PARTICIPANT LOANS - The Plan provides for participant loans under certain guidelines. Participants' loans are repaid through payroll deductions and participants' remaining account balances are used as collateral for the loan. Interest charged on the loans will equal the current U.S. National Bank of Oregon prime rate plus 1%. PAYMENT OF BENEFITS - On termination of service due to death, disability, or retirement, a participant may receive the value of his or her account as a lump-sum distribution. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed in preparation of the Plan's financial statements. BASIS OF ACCOUNTING - The financial statements are prepared using the accrual basis of accounting. VALUATION OF INVESTMENTS - Net asset values of the Columbia Trust Company collective investment funds and the Columbia Special Fund are determined by the trustee on a daily basis. Investments in the Company's common stock are valued at the closing price on the last day of the year as quoted on the Nasdaq National Market tier of the Nasdaq Stock Market. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Securities transactions are recorded on the date the securities are purchased or sold. Interest income is recorded as earned. The cost of securities sold is determined by the average cost method. PAYMENT OF BENEFITS - Benefits are recorded when paid. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to conform to the 1995 presentation. 3. TERMINATION PROVISIONS In the event of any total or partial termination or discontinuance of the Plan, the accounts of all participants shall remain fully vested and nonforfeitable. The Company may continue the trust to pay benefits as they mature, or liquidate and distribute the net assets of the trust among participants and beneficiaries in proportion to their interests. 4. TRUSTEE FEES AND OTHER EXPENSES Certain expenses of administration and servicing of the Plan, including equipment, supplies, and payroll expenses of administrative and clerical personnel, are provided by the Company without charge to the Plan. Trustee expenses and investment manager fees are paid by the Plan. 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Columbia Trust Company which is the trustee as defined by the Plan. There were purchases of Northwest Natural Gas Company stock during the years ended December 31, 1995 and 1994 of 34,831 shares for $1,081,535 and 33,467 shares for $1,065,787, respectively. 6. FEDERAL INCOME TAX STATUS The Plan obtained its latest determination letter dated June 1, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS During 1995 and 1994, the Plan's investments (including investments bought or sold, as well as held during the period) appreciated (depreciated) in value as follows:
1995 1994 ---- ---- Columbia Trust Company Collective Investment Plan and Trust: Fixed Income Investment Fund $ 60,873 $ (8,703) Balanced Investment Fund 1,874,573 8,633 Bank and Government Investment Fund 201,019 157,957 Common Stock Investment Fund 2,889,344 111,796 Columbia Special Fund 328,656 (109,058) Northwest Natural Gas Company Common Stock 756,551 (882,061) ---------- ---------- Total $6,111,016 $ (721,436) ========== ==========
8. FUND INFORMATION Net investment income (loss), elective and rollover contributions, employer contributions, and withdrawals are as follows for the years ended December 31, 1995 and 1994:
1995 1994 ---- ---- Net Investment Income (Loss): Fixed Income Investment Fund $ 48,666 $ (8,583) Balanced Investment Fund 1,878,121 12,164 Bank and Government Investment Fund 208,275 159,835 Common Stock Investment Fund 2,902,374 119,402 Columbia Special Fund 765,934 34,154 Northwest Natural Gas Common Stock 1,141,987 (561,339) Participant loans - 4,541 ---------- ---------- Total $6,945,357 $ (239,826) ========== ========== Elective and Rollover Contributions: Fixed Income Investment Fund $ 55,129 $ 41,405 Balanced Investment Fund 890,950 838,410 Bank and Government Investment Fund 286,261 260,670 Common Stock Investment Fund 1,119,006 1,021,481 Columbia Special Fund 717,222 555,042 Northwest Natural Gas Common Stock 747,689 790,833 ---------- ---------- Total $3,816,257 $3,507,841 ========== ========== Employer Contributions: Fixed Income Investment Fund $ 11,965 $ 7,880 Balanced Investment Fund 179,216 146,361 Bank and Government Investment Fund 56,964 43,914 Common Stock Investment Fund 212,087 174,792 Columbia Special Fund 135,336 96,460 Northwest Natural Gas Common Stock 160,116 131,933 ---------- ---------- Total $ 755,684 $ 601,340 ========== ========== Withdrawals: Fixed Income Investment Fund $ 7,013 $ 365 Balanced Investment Fund 419,649 147,588 Bank and Government Investment Fund 550,705 231,767 Common Stock Investment Fund 334,271 289,980 Columbia Special Fund 59,984 33,131 Northwest Natural Gas Common Stock 269,189 197,600 Participant loans 2,729 1,818 ---------- ---------- Total $1,643,540 $ 902,249 ========== ==========
9. CONCENTRATION OF RISK The Plan's assets consist primarily of financial instruments including cash, the Company's common stock, mutual and collective funds, and participant notes. The financial instruments may subject the Plan to concentrations of risk, as market value of securities are dependent on the ability of the issuer to honor its contractual commitments, and investments in common stock are subject to changes in market values of the stock. * * * * * * NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 - ---------------------------------------------------------------------------
(c) (e) (a) (b) Shares/ (d) Current Identity of Issue Units Cost Value ----------------- -------- ------- ------- * Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund 9,572 $ 12,062 $ 12,073 Fixed Income Investment Fund 64,312 314,548 361,266 Balanced Investment Fund 1,200,760 6,539,738 9,686,823 Bank and Government Investment Fund 2,334,982 2,726,349 3,195,003 Common Stock Investment Fund 1,122,226 7,567,329 12,694,321 Columbia Special Fund 180,087 3,642,827 3,861,067 * Northwest Natural Gas Company Common Stock 225,719 5,872,008 7,448,721 ---------- ---------- Subtotal 26,674,861 37,259,274 Participant loans (interest rates from 7% - 10%, maturities from 1/96 - 8/00) 327,285 327,285 ----------- ---------- TOTAL INVESTMENTS $27,002,146 $37,586,559 =========== =========== *Represents identification of known party in interest of the plan.
NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES YEAR ENDED DECEMBER 31, 1995 - ------------------------------------------------------------------------------------------------------------
Purchases Sales --------- ------------------------------------------------------------ (h) (f) Current Expense Value of (i) (c) (d) (e) Incurred (g) Asset on Net (a)/(b) Purchase Selling Lease with Cost of Transaction Gain Party/Description Price Price Rental Transaction Asset Date or (Loss) ------------------ ------- ------- ------ ----------- ------ --------- --------- Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund $ 851,616 $872,141 $ - $ - $870,997 $872,141 $ 1,144 Balanced Investment Fund 1,304,590 726,231 - - 530,304 726,231 195,927 Bank and Government Investment Fund 701,952 997,096 - - 869,217 997,096 127,879 Common Stock Investment Fund 1,687,022 543,791 - - 366,438 543,791 177,353 Columbia Special Fund 1,503,792 200,253 - - 199,378 200,253 875 Northwest Natural Gas Company Common Stock 1,081,535 286,956 - - 233,846 286,956 53,110 Note: There were no single reportable transactions for the year ended December 31, 1995. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Northwest Natural Gas Company Retirement K Savings Plan Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN By /s/ C. J. Rue --------------------------- C. J. Rue, Chairman, Retirement K Savings Plan Administrative Committee Date: June 24, 1996 NORTHWEST NATURAL GAS COMPANY EXHIBIT INDEX to Annual Report on Form 11-K For Year Ended December 31, 1995 Exhibit Document Number - -------- ------- Independent Auditors' Consent 23
EX-23 2 DELOITTE & TOUCHE LLP ---------------------------------------------------------------------- Suite 3900 Telephone: (503) 222-1341 111 SW Fifth Avenue Facsimile: (503) 224-2172 Portland, Oregon 97204-3698 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-63017 and 33-63585, Post-Effective Amendment No. 1 to Registration Statement No. 2-76276, and Post-Effective Amendment No. 2 to Registration Statement No. 2-77195 on Form S-8 and in Registration Statement Nos. 33-64014, 33-51271, and 33-53795, and Post-Effective Amendment No. 1 to Registration Statement Nos. 33-1304 and 33-20384 on Form S-3 of our report dated May 2, 1996 appearing in this Form 11-K of Northwest Natural Gas Company Retirement K Savings Plan for the year ended December 31, 1995. DELOITTE & TOUCHE LLP June 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----