-----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, MXpUha2aEqfAY1VgpC4llXHIEuVs+aDCzk5b7FeDWhgFxo2F/PU266qiDDbcgF5y 0pO1t5nT8iFBhKNU+iGxxw== 0000893877-95-000144.txt : 19951024 0000893877-95-000144.hdr.sgml : 19951024 ACCESSION NUMBER: 0000893877-95-000144 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951020 EFFECTIVENESS DATE: 19951108 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63585 FILM NUMBER: 95583070 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 S-8 1 FORM S-8, RETIREMENT K SAVINGS PLAN As filed with the Securities and Exchange Commission on October 20, 1995 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in charter) ___________________ OREGON 93-0256722 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 220 NW Second Avenue Portland, Oregon 97209 (Address of Principal (Zip Code) Executive Offices) ___________________ Northwest Natural Gas Company Retirement K Savings Plan ____________________ C. J. Rue Secretary Northwest Natural Gas Company 220 NW Second Avenue Portland, OR 97209 (503) 226-4211 (Name, address and telephone number, including area code, of agent for service) 2
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum of Amount Offering Aggregate Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered Share(1) Price(1) Fee - ---------------------------------------------------------------------------- Common Stock, $3 1/6 par value 200,000 Shares $32.25 $6,450,000 $2,224 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 $32.25, which was the average of the high and low prices of the Common Stock on October 16, 1995 as reported in The Wall Street Journal for NASDAQ National Market Issues.
II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by Northwest Natural Gas Company (the "Company") and the Northwest Natural Gas Company Retirement K Savings Plan (the "Plan") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's and the Plan's latest annual reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual reports, referred to in (a) above. (c) The description of the Common Stock of the Company contained in the Company's registration statement filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company or the Plan pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Oregon Business Corporation Act (the "Act") provides, in general, that a director or officer of a corporation who has been or is threatened to be made a II-2 defendant in a legal proceeding because that person is or was a director or officer of the corporation: (a) shall be indemnified by the corporation for all expenses of such litigation when the director or officer is wholly successful on the merits or otherwise; (b) may be indemnified by the corporation for the expenses, judgments, fines and amounts paid in settlement of such litigation (other than a derivative lawsuit) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful); and (c) may be indemnified by the corporation for expenses of a derivative lawsuit (a suit by a shareholder alleging a breach by a director or officer of a duty owed to the corporation) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation, provided the director or officer is not adjudged liable to the corporation. The Act also authorizes the advancement of litigation expenses to a director or officer upon receipt of a written affirmation of the director's or officer's good faith belief that the standard of conduct has been met and a written undertaking by such director or officer to repay such expenses if it is ultimately determined that he or she is not entitled to be indemnified. The Act also provides that the indemnification provided thereunder shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The Company's Bylaws provide that the Company shall indemnify directors and officers to the fullest extent permitted under the Act, thus making mandatory the discretionary indemnification authorized by the Act. The Company's Restated Articles of Incorporation provide that the Company shall indemnify its officers and directors to the fullest extent permitted by law, which may be broader than the indemnification authorized by the Act. The Company's shareholders have approved and the Company has entered into indemnity agreements with its directors and officers which provide for indemnity to the fullest extent permitted by law and also alter or clarify the statutory indemnity in the following respects: II-3 (1) prompt advancement of litigation expenses is provided if the director or officer makes the required affirmation and undertaking; (2) the director or officer is permitted to enforce the indemnity obligation in court and the burden is on the Company to prove that the director or officer is not entitled to indemnification; (3) indemnity is explicitly provided for judgments and settlements in derivative actions; (4) prompt indemnification is provided unless a determination is made that the director or officer is not entitled to indemnification; and (5) partial indemnification is permitted if the director or officer is not entitled to full indemnification. The Company maintains in effect a policy of insurance providing for reimbursement to the Company of payments made to directors and officers as indemnity for damages, judgments, settlements, costs and expenses incurred by them which the Company may be required or permitted to make according to applicable law, common or statutory, or under provisions of its Restated Articles of Incorporation, Bylaws or agreements effective under such laws. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. -------- 4A. 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 (the "1994 Form 10-K"). 4B. Bylaws of the Company. Incorporated by reference to Exhibit 3b to the 1994 Form 10-K. 5A. Internal Revenue Service determination letter. 5B. Opinion of Counsel about amendments to the Plan. 15. Letter about unaudited interim financial information. 23A. Consent of Independent Accountants. II-4 23B. Consent of Counsel. See 5B. 24. Power of Attorney. See Page II-6. 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 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 II-5 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. II-6 POWER 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 October 20, 1995. 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 October 20, 1995. Signature Title - --------- ----- Principal Executive Officer: ROBERT L. RIDGLEY President and Chief Executive - -------------------------- Officer and Director Robert L. Ridgley Principal Financial Officer: BRUCE R. DeBOLT Senior Vice President, Finance, - -------------------------- and Chief Financial Officer Bruce R. DeBolt II-7 Principal Accounting Officer: D. JAMES WILSON Treasurer and Controller - ------------------------- D. James Wilson Directors: 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 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 WILLIAM R. WILEY Director - ------------------------- William R. Wiley CARLTON WOODARD Director - ------------------------- Carlton Woodard 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 II-8 behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on October 20, 1995. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN By C. J. RUE ------------------------------- C. J. Rue EXHIBIT INDEX Exhibit Number Document Description - ------- -------------------- 4A 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 (the "1994 Form 10-K"). 4B Bylaws of the Company. Incorporated by reference to Exhibit 3b to the 1994 Form 10-K. 5A Internal Revenue Service determination letter. 5B Opinion of Counsel about amendments to the Plan. 15 Letter about unaudited interim financial information. 23A Consent of Independent Accountants. 23B Consent of Counsel. See 5B. 24 Power of Attorney. See Page II-6. EX-5.A 2 EXHIBIT 5A, IRS DETERMINATION LTR EXHIBIT 5A 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. 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, RICHARD R. OROSCO Richard R. Orosco District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum EX-5.B 3 EXHIBIT 5B, OPINION OF COUNSEL STOEL RIVES _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 900 SW Fifth Avenue Telephone: (503) 224-3380 Portland, OR 97204-1268 Facsimile: (503) 220-2480 EXHIBIT 5B October 20, 1995 Northwest Natural Gas Company One Pacific Square 220 NW Second Avenue Portland, OR 97209 We have acted as counsel for Northwest Natural Gas Company (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 200,000 shares of common stock, $3 1/6 par value of the Company, and an indeterminate amount of interests in the Northwest Natural Gas Company Retirement K Savings Plan (the "Plan"). The Internal Revenue Service issued its favorable determination letter, dated June 1, 1995 on the Plan covering the 1993 Restatement and Amendment No. 1 to the 1993 Restatement. Subsequent to the issuance of the determination letter, the Company adopted Amendment No. 2 to the 1993 Restatement of the Plan. It is our opinion that the provisions of the Plan amended by Amendment No. 2 are, as amended, in compliance with the applicable requirements of the Employee Retirement Income Security Act of 1974, as amended. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES Stoel Rives EX-15 4 EXHIBIT 15, LETTER RE FINANCIAL INFO DELOITTE & TOUCHE LLP _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3900 US Bancorp Tower Telephone: (503) 222-1341 111 SW Fifth Avenue Facsimile: (503) 224-2172 Portland, OR 97204-3698 EXHIBIT 15 Northwest Natural Gas Company 220 NW Second Avenue Portland, Oregon 97209 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Northwest Natural Gas Company and subsidiaries for the periods ended March 31, 1995 and 1994 and June 30, 1995 and 1994, as indicated in our reports dated April 28, 1995 and July 31, 1995, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995, are being used in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP - ------------------------------ DELOITTE & TOUCHE LLP October 20, 1995 EX-23.A 5 EXHIBIT 23A, CONSENT OF INDEPENDENT ACCOUNTANTS DELOITTE & TOUCHE LLP _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3900 US Bancorp Tower Telephone: (503) 222-1341 111 SW Fifth Avenue Facsimile: (503) 224-2172 Portland, OR 97204-3698 EXHIBIT 23A 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 22, 1995, appearing in the Annual Report on Form 10-K of Northwest Natural Gas Company for the year ended December 31, 1994. DELOITTE & TOUCHE LLP - ------------------------------ DELOITTE & TOUCHE LLP October 20, 1995 -----END PRIVACY-ENHANCED MESSAGE-----