-----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, Cwtlu4fkweVmOHy00j71+i0CFdWphOyoNJNiZBhjpSH7qrQfHj8jTXFsDtDhXTzZ oaVZuvUWguGXs9UjuwlBhg== 0000893877-98-000266.txt : 19980401 0000893877-98-000266.hdr.sgml : 19980401 ACCESSION NUMBER: 0000893877-98-000266 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980331 EFFECTIVENESS DATE: 19980331 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: SEC FILE NUMBER: 333-48919 FILM NUMBER: 98580167 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 30, 1998 Registration No. 333-________ 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 its charter) ---------- OREGON 93-0256722 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 220 N.W. Second Avenue Portland, Oregon 97209 (Address of Principal (Zip Code) Executive Offices) ---------- NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN (Full title of plan) ---------- C. J. RUE Secretary Northwest Natural Gas Company 200 N.W. Second Avenue Portland, Oregon 97209 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 226-4211 Copy to: DENNIS LEYBOLD Stoel Rives LLP 900 SW Fifth Avenue, Suite 2300 Portland, Oregon 97204-1268 1
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------- Maximum Maximum Amount Amount Offering Aggregate of Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered Share (1) Price (1) Fee - ---------------- ---------- --------- --------- --------- Common Stock 500,000 Shares $27.53125 $13,765,625 $4,060.86 $3 1/6 par value - -------------------------------------------------------------------------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $27.53125, which was the average of the high and low prices of the Common Stock on March 27, 1998 as reported in The Wall Street Journal for NASDAQ National Market Issues. This Registration Statement also relates to the registrant's Registration Statement on Form S-8, Registration No. 33-63585. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement relates to the registration of additional shares of the same class as other securities for which a Registration Statement on Form S-8 relating to the Retirement K Savings Plan is effective. The contents of the Registration Statement on Form S-8, Reg. No. 33-63585 of the registrant are hereby incorporated by reference. Exhibits referenced below have been filed as appropriate. Item 8. Exhibits. 4.1 Restated Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3a to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-994. 4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3b to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 0-994. 5.1 Internal Revenue Service determination letter. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Deloitte & Touche LLP. 24.1 Powers of Attorney (see pp. II-3). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective II-1 amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each new post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 (d) The Company hereby undertakes to submit the Northwest Natural Gas Company Retirement K Savings Plan (the "Plan") and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner, and to make all changes required by the IRS in order to qualify the Plan. II-3 POWERS OF ATTORNEY Each director and/or officer of the registrant whose signature appears below hereby appoints Bruce R. DeBolt and C. J. Rue, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and the registrant hereby also appoints each such Agent for Service as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on February 26, 1998. NORTHWEST NATURAL GAS COMPANY By BRUCE R. DeBOLT ------------------------------------------- Bruce R. DeBolt, Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on February 26, 1998. Signature Title RICHARD G. REITEN President and Chief Executive - --------------------------------- Officer and Director Richard G. Reiten (Principal Executive Officer) BRUCE R. DeBOLT Senior Vice President, Finance, - --------------------------------- and Chief Financial Officer Bruce R. DeBolt (Principal Financial Officer) D. JAMES WILSON Treasurer and Controller - --------------------------------- Principal Accounting Officer D. James Wilson II-4 MARY ARNSTAD Director - --------------------------------- Mary Arnstad THOMAS E. DEWEY, JR. Director - --------------------------------- Thomas E. Dewey, Jr. TOD R. HAMACHEK Director - --------------------------------- Tod R. Hamachek RICHARD B. KELLER Director - --------------------------------- Richard B. Keller WAYNE D. KUNI Director - --------------------------------- Wayne D. Kuni Director - --------------------------------- Randall C. Pape ROBERT L. RIDGLEY Director - --------------------------------- Robert L. Ridgley DWIGHT A. SANGREY Director - --------------------------------- Dwight A. Sangrey MELODY C. TEPPOLA Director - --------------------------------- Melody C. Teppola RUSSELL F. TROMLEY Director - --------------------------------- Russell F. Tromley BENJAMIN R. WHITELEY Director - --------------------------------- Benjamin R. Whiteley II-5 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee of the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on February 26, 1998. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN By C. J. RUE ------------------------------------------- C. J. Rue II-6 EXHIBIT INDEX Exhibit Number Document Description - ------- -------------------- 4.1 Restated Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3a to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-994. 4.2 Bylaws of the Company. Incorporated by reference to Exhibit 3b to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 0-994. 5.1 Internal Revenue Service determination letter. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Deloitte & Touche LLP. 24.1 Powers of Attorney (see pp. II-3). II-7 EX-5.1 2 INTERNAL REVENUE SERVICE DETERMINATION LETTER EXHIBIT 5.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 915 SECOND AVENUE, MS 510 SEATTLE, WA 98174 Employer Identification Number: 93-0256722 Date: June 01 1995 File Folder Number: 931003226 NORTHWEST NATURAL GAS COMPANY Person to Contact: C/O DENNIS LEYBOLD DEBRA WITSOE 900 SW FIFTH AVENUE, SUITE 2300 Contact Telephone Number: PORTLAND, OR 97204 (206) 220-6080 Plan Name: NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN Plan Number: 008 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated May 23, 1995. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). Your plan does not consider total compensation for purposes of figuring benefits. In operation, the provision may discriminate in favor of employees who are highly compensated. If this occurs, your plan will not remain qualified. This determination letter is applicable for the amendment(s) adopted on February 25, 1993. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitations of a Favorable Determination Letter". This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representatives as indicated in the power of attorney. If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Richard R. Orosco Richard R. Orosco District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 20, 1998, which appears on page 33 of Northwest Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1997. PRICE WATERHOUSE LLP Portland, Oregon March 30, 1998 EX-23.2 4 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northwest Natural Gas Company on Form S-8 of our report dated February 12, 1997, appearing in the Annual Report on Form 10-K of Northwest Natural Gas Company for the year ended December 31, 1997. DELOITTE & TOUCHE LLP Portland, Oregon March 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----