-----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, DFugtsLv3duNgQJRKICTgWm348BTx9ePWxqHZle6DR8AUbQPh77NEAiNT1ORqTne v8/E17wr4anIrEydqB7IDw== 0000893877-97-000153.txt : 19970228 0000893877-97-000153.hdr.sgml : 19970228 ACCESSION NUMBER: 0000893877-97-000153 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970227 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-00994 FILM NUMBER: 97546049 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 10-K405/A 1 FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----- FORM 10-K/A (Check One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to____________ Commission file number 0-994 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 Number) 220 N.W. Second Avenue, Portland, Oregon 97209 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 226-4211 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: Title of each class Shares outstanding on January 31, 1997 - ------------------- --------------------------------------- Common Stock, $3 1/6 par value, and Common Share Purchase Rights 22,565,734 Preference Stock, without par value 250,000 Preferred Stock, without par value 137,490 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]. The aggregate market value of the shares of voting stock (common stock) held by non-affiliates of the registrant at January 31, 1997 was: $560,406,800 DOCUMENTS INCORPORATED BY REFERENCE List documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated. Portions of the Proxy Statement of Company, dated April 11, 1997, are incorporated by reference in Part III. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. A list of all Financial Statements is incorporated by reference to Item 8. 2. List of Exhibits filed: *(3a.) Restated Articles of Incorporation, as filed and effective June 24, 1988 and amended December 8, 1992, December 1, 1993 and May 27, 1994 (incorporated herein by reference to Exhibit (3a.) to Form 10-K for 1994, File No. 0-994). *(3b.) Bylaws as amended effective July 25, 1996 (incorporated herein by reference to Exhibit 3 to Form 10-Q for quarter ended June 30, 1996, File No. 0-994). *(4a.) Copy of Mortgage and Deed of Trust, dated as of July 1, 1946, to Bankers Trust and R. G. Page (to whom Stanley Burg is now successor), Trustees (incorporated herein by reference to Exhibit 7(j) in File No. 2-6494); and copies of Supplemental Indentures Nos. 1 through 14 to the Mortgage and Deed of Trust, dated respectively, as of June 1, 1949, March 1, 1954, April 1, 1956, February 1, 1959, July 1, 1961, January 1, 1964, March 1, 1966, December 1, 1969, April 1, 1971, January 1, 1975, December 1, 1975, July 1, 1981, June 1, 1985 and November 1, 1985 (incorporated herein by reference to Exhibit 4(d) in File No. 33-1929); Supplemental Indenture No. 15 to the Mortgage and Deed of Trust, dated as of July 1, 1986 (filed as Exhibit (4)(c) in File No. 33-24168); Supplemental Indentures Nos. 16, 17 and 18 to the Mortgage and Deed of Trust, dated, respectively, as of November 1, 1988, 2 October 1, 1989 and July 1, 1990 (incorporated herein by reference to Exhibit (4)(c) in File No. 33-40482); Supplemental Indenture No. 19 to the Mortgage and Deed of Trust, dated as of June 1, 1991 (incorporated herein by reference to Exhibit 4(c) in File No. 33-64014); and Supplemental Indenture No. 20 to the Mortgage and Deed of Trust, dated as of June 1, 1993 (incorporated herein by reference to Exhibit 4(c) in File No. 33-53795). *(4d.) Copy of Indenture, dated as of June 1, 1991, between the Company and Bankers Trust Company, Trustee, relating to the Company's Unsecured Medium-Term Notes (incorporated herein by reference to Exhibit 4(e) in File No. 33-64014). *(4e.) Officers' Certificate dated June 12, 1991 creating Series A of the Company's Unsecured Medium-Term Notes (incorporated herein by reference to Exhibit (4e.) to Form 10-K for 1993, File No. 0-994). *(4f.) Officers' Certificate dated June 18, 1993 creating Series B of the Company's Unsecured Medium-Term Notes (incorporated herein by reference to Exhibit (4f.) to Form 10-K for 1993, File No. 0-994). *(4g.) Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company, which includes as Exhibit A thereto the form of a Right Certificate and as Exhibit B thereto the Summary of Rights to Purchase Common Shares (incorporated herein by reference to Exhibit 1 to Form 8-A, dated February 27, 1996, File No. 0-994). *(10j.) Transportation Agreement, dated June 29, 1990, between the Company and Northwest Pipeline Corporation (incorporated herein by reference to Exhibit (10j.) to Form 10-K for 1993, File No. 0-994). 3 *(10j.(1)) Replacement Firm Transportation Agreement, dated July 31, 1991, between the Company and Northwest Pipeline Corporation (incorporated herein by reference to Exhibit (10j.(2)) to Form 10-K for 1992, File No. 0-994). *(10j.(2)) Firm Transportation Service Agreement, dated November 10, 1993, between the Company and Pacific Gas Transmission Company (incorporated herein by reference to Exhibit (10j.(2)) to Form 10-K for 1993, File No. 0-994). *(10j.(3)) Service Agreement, dated June 17, 1993, between Northwest Pipeline Corporation and the Company (incorporated herein by reference to Exhibit (10j.(3)) to Form 10-K for 1994, File No. 0-994). *(10j.(4)) Firm Transportation Service Agreement, dated October 22, 1993, between Pacific Gas Transmission Company and the Company (incorporated herein by reference to Exhibit (10j.(4)) to Form 10-K for 1994, File No. 0-994). *(10j.(5)) Firm Transportation Service Agreement, dated June 22, 1994, between Pacific Gas Transmission Company and the Company (incorporated herein by reference to Exhibit (10j.(5)) to Form 10-K for 1995, File No. 0-994). (11) Statement re computation of per share earnings. (12) Statement re computation of ratios. (16) Letter re change in certifying accountant. (23) Independent Auditors' Consent. (27) Financial Data Schedule. 4 Executive Compensation Plans and Arrangements: ---------------------------------------------- *(10a.) Employment agreement, dated October 27, 1983, between the Company and an executive officer (incorporated herein by reference to Exhibit (10a.) to Form 10-K for 1989, File No. 0-994). *(10b.) Executive Supplemental Retirement Income Plan, 1995 Restatement (incorporated herein by reference to Exhibit (10b.) to Form 10-K for 1994, File No. 0-994). *(10b.-1) 1995 Amendment to Executive Supplemental Retirement Income Plan (1995 Restatement) (incorporated herein by reference to Exhibit (10b.-1) to Form 10-K for 1995, File No. 0-994). *(10c.) 1985 Stock Option Plan, as amended effective May 25, 1995 (incorporated herein by reference to Exhibit (10c.) to Form 10-K for 1995, File No. 0-994). *(10e.) Executive Deferred Compensation Plan, 1990 Restatement, effective January 1, 1990 (incorporated herein by reference to Exhibit (10e.) to Form 10-K for 1990, File No. 0-994). *(10e.-1) Amendment No. 1 to Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit (10e.-1) to Form 10-K for 1991, File No. 0-994). *(10e.-2) Amendment No. 2 to Executive Deferred Compensation Plan (incorporated herein by reference to Exhibit (10e.-2) to Form 10-K for 1994, File No. 0-994). *(10f.) Directors Deferred Compensation Plan, 1988 Restatement, effective January 1, 1988 (incorporated herein by reference to Exhibit (10g.) to Form 10-K for 1987, File No. 0-994). 5 *(10f.-1) Amendment No. 1 to Directors Deferred Compensation Plan (incorporated herein by reference to Exhibit (10f.-1) to Form 10-K for 1994, File No. 0-994). *(10g.) Form of Indemnity Agreement as entered into between the Company and each director and executive officer (incorporated herein by reference to Exhibit (10g.) to Form 10-K for 1988, File No. 0-994). *(10i.) Non-Employee Directors Stock Compensation Plan, as amended effective July 1, 1991 (incorporated herein by reference to Exhibit (10i.) to Form 10-K for 1991, File No. 0-994). *(10k.) Executive Annual Incentive Plan, effective March 1, 1990, as amended effective January 1, 1992 and January 1, 1996 (incorporated by reference to Exhibit (10k.) to Form 10-K for 1995, File No. 0-994). *(10l.) Employment agreement dated November 27, 1989, between the Company and an executive officer (incorporated herein by reference to Exhibit (10l.) to Form 10-K for 1991, File No. 0-994). *(10m.) Agreement dated September 22, 1994, between the Company and an executive officer (incorporated herein by reference to Exhibit (10m.) to Form 10-K for 1994, File No. 0-994). *(10n.) Employment agreement dated November 2, 1995, as amended February 27, 1996, between the Company and an executive officer (incorporated herein by reference to Exhibit (10n.) to Form 10-K for 1995, File No. 0-994). *(10o.) Form of Severance Agreement as entered into between the Company and designated executive 6 officers (incorporated herein by reference to Exhibit (10o.) to Form 10-K for 1995, File No. 0-994). The Company agrees to furnish the Commission, upon request, a copy of certain instruments defining rights of holders of long-term debt of the Company or its consolidated subsidiaries which authorize securities thereunder in amounts which do not exceed 10% of the total assets of the Company. (b) Reports on Form 8-K. No Current Reports on Form 8-K were filed during the quarter ended December 31, 1996. - --------------------------- *Incorporated herein by reference as indicated. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHWEST NATURAL GAS COMPANY Dated: February 27, 1997 By: /s/ Bruce R. DeBolt ----------------------------------- Name: Bruce R. DeBolt Title: Senior Vice President and Chief Financial Officer 8 NORTHWEST NATURAL GAS COMPANY EXHIBIT INDEX To Annual Report on Form 10-K For Fiscal Year Ended December 31, 1996 Exhibit Document Number -------- ------ * Restated Articles of Incorporation, as filed June 24, 1988 and amended December 8, 1992, December 1, 1993 and May 27, 1994 (3a.) * Bylaws as amended effective July 25, 1996 (3b.) * Mortgage and Deed of Trust, dated as of July 1, 1946, as supplemented by Supplemental Indenture Nos. 1 through 20 (4a.) * Indenture, dated as of June 1, 1991, between the Company and Bankers Trust Company (4d.) * Officers' Certificate dated June 12, 1991 creating Unsecured Medium-Term Notes Series A (4e.) * Officers' Certificate dated June 18, 1993 creating Unsecured Medium-Term Notes Series B (4f.) * Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company (4g.) * Transportation Agreement, dated June 29, 1990, between the Company and Northwest Pipeline Corporation (10j.) * Replacement Firm Transportation Agreement, dated July 31, 1991, between the Company and Northwest Pipeline Corporation (10j.(1)) * Firm Transportation Service Agreement, dated November 10, 1993, between the Company and Pacific Gas Transmission Company (10j.(2)) * Service Agreement, dated June 17, 1993, between Northwest Pipeline Corporation and the Company (10j.(3)) * Firm Transportation Service Agreement, dated October 22, 1993, between Pacific Gas Transmission Company and the Company (10j.(4)) * Firm Transportation Service Agreement, dated June 22, 1994, between Pacific Gas Transmission Company and the Company (10j.(5)) Statement re computation of per share earnings (11) Statement re computation of ratios (12) Letter re change in certifying accountant (16) Independent Auditors' Consent (23) Financial Data Schedule (27) Executive Compensation Plans and Arrangements --------------------------------------------- * Employment Agreement, dated October 27, 1983, between the Company and an executive officer (10a.) * Executive Supplemental Retirement Income Plan, 1995 Restatement (10b.) * 1995 Amendment to Executive Supplemental Retirement Income Plan (1995 Restatement) (10b.-1) * 1985 Stock Option Plan as amended effective May 25, 1995 (10c.) * Executive Deferred Compensation Plan, 1990 Restatement, effective January 1, 1990 (10e.) * Amendment No. 1 to Executive Deferred Compensation Plan (10e.-1) * Amendment No. 2 to Executive Deferred Compensation Plan (10e.-2) * Directors Deferred Compensation Plan, 1988 Restatement, effective January 1, 1988 (10f.) * Amendment No. 1 to Directors Deferred Compensation Plan (10f.-1) * Form of Indemnity Agreement entered into between the Company and each director and executive officer (10g.) * Non-Employee Directors Stock Compensation Plan, as amended effective July 1, 1991 (10i.) * Executive Annual Incentive Plan, effective March 1, 1990, as amended effective January 1, 1992 and January 1, 1996 (10k.) * Employment agreement dated November 27, 1989 between the Company and an executive officer (10l.) * Employment agreement dated September 22, 1994 between the Company and an executive officer (10m.) * Agreement dated November 2, 1995, as amended February 27, 1996, between the Company and an executive officer (10n.) * Form of Severance Agreement as entered into between the Company and designated executive officers. (10o.) - -------------------------- * Incorporated by reference EX-16 2 LETTER OF DELOITTE & TOUCHE Deloitte & Touche LLP Suite 3900 Telephone: (503) 222-1341 111 S. W. Fifth Avenue Facsimile: (503) 224-2172 Portland, Oregon 97204-3698 Exhibit 16 February 26, 1997 Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N. W. Washington, D. C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Part II, Item 9 of Form 10-K of Northwest Natural Gas Company dated February 24, 1997. Yours truly, /s/ Deloitte & Touche LLP Deloitte & Touche LLP -----END PRIVACY-ENHANCED MESSAGE-----