-----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, FNg6qMyEqQPAMinRmb8FAjk0z1cbZ5qgK6ww4dm6Hl2oiSAypYj75nCffOxu3Rao V/TeH9ElP6bY6tekFSBbcQ== 0000950120-02-000575.txt : 20021031 0000950120-02-000575.hdr.sgml : 20021031 20021031150118 ACCESSION NUMBER: 0000950120-02-000575 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021031 EFFECTIVENESS DATE: 20021031 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: 333-100885 FILM NUMBER: 02804872 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 S-8 1 nors8_1030.txt FORM S-8 As filed with the Securities and Exchange Commission on October 31, 2002 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 Restated Stock Option Plan (formerly known as 1985 Stock Option Plan) (Full title of plan) C.J. Rue 220 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: Stuart Chestler Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Amount Offering Aggregate of Title of Securities to Be Price Per Offering Registration to Be Registered Registered Share(1) Price(1) Fee - ------------------- ---------- --------- --------- ------------ Common Stock, $3 1/6 par value (including 1,200,000 attached Rights to Shares $29.20 $35,040,000 $3,224 Purchase Common Stock) - --------------------------------------------------------------------------------- (1) The proposed maximum offering price per share and the proposed maximum aggregate offering price are 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 for the shares to be registered is based on $29.20, which was the average of the high and low prices of the Common Stock on October 29, 2002 as reported on the New York Stock Exchange.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. ---------------------------------------- This Registration Statement incorporates the contents of the Registrant's Registration Statement on Form S-8 filed September 28, 1995, Registration No. 33-63017. Item 8. Exhibits. -------- 4.1 Restated Articles of Incorporation of the Company, as amended. 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, as amended. Incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-994. 4.3 Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company (ChaseMellon Shareholder Services, as successor), 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 by reference to Exhibit 1 to Form 8-A, dated February 27, 1996, File No. 0-994. 4.4 Amendment No. 1, dated as of October 5, 2001, to Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company (Mellon Investor Services LLC, as successor). Incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, File No. 0-994. 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). II-1 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-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, and State of Oregon on the 31st day of October, 2002. NORTHWEST NATURAL GAS COMPANY By: /s/ RICHARD G. REITEN ------------------------ Richard G. Reiten Chairman and Chief Executive 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 and on the date indicated. Signature Title Date --------- ----- ---- /s/ RICHARD G. REITEN Principal Executive October 31, 2002 - -------------------------------- Officer, and Director Richard G. Reiten Chairman and Chief Executive Officer /s/ BRUCE R. DeBOLT Principal Financial October 31, 2002 - -------------------------------- Officer Bruce R. DeBolt Senior Vice President, Finance, and Chief Financial Officer /s/ STEPHEN P. FELTZ Principal Accounting October 31, 2002 - -------------------------------- Officer Stephen P. Feltz Treasurer and Controller /s/ JOHN D. CARTER Director October 31, 2002 - -------------------------------- John D. Carter /s/ THOMAS E. DEWEY, JR. Director October 31, 2002 - -------------------------------- Thomas E. Dewey, Jr. /s/ C. SCOTT GIBSON Director October 31, 2002 - -------------------------------- C. Scott Gibson /s/ TOD R. HAMACHEK Director October 31, 2002 - -------------------------------- Tod R. Hamachek /s/ WAYNE D. KUNI Director October 31, 2002 - -------------------------------- Wayne D. Kuni /s/ RANDALL C. PAPE Director October 31, 2002 - -------------------------------- Randall C. Pape /s/ ROBERT L. RIDGLEY Director October 31, 2002 - -------------------------------- Robert L. Ridgley /s/ DWIGHT A. SANGREY Director October 31, 2002 - -------------------------------- Dwight A. Sangrey /s/ MELODY C. TEPPOLA Director October 31, 2002 - -------------------------------- Melody C. Teppola /s/ RUSSELL F. TROMLEY Director October 31, 2002 - -------------------------------- Russell F. Tromley /s/ RICHARD L. WOOLWORTH Director October 31, 2002 - -------------------------------- Richard L. Woolworth II-2 EXHIBIT INDEX Exhibit Number Document Description - -------- -------------------- 4.1 Restated Articles of Incorporation of the Company, as amended. 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, as amended. Incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-994. 4.3 Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company (ChaseMellon Shareholder Services, as successor), 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 by reference to Exhibit 1 to Form 8-A, dated February 27, 1996, File No. 0-994. 4.4 Amendment No. 1, dated as of October 5, 2001, to Rights Agreement, dated as of February 27, 1996, between the Company and Boatmen's Trust Company (Mellon Investor Services LLC, as successor). Incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, File No. 0-994. 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of Deloitte & Touche. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). II-3 EX-5 3 ex5_1.txt EX. 5.1 - OPINION & CONSENT OF STOEL RIVES LLP Exhibit 5.1 October 31, 2002 Board of Directors Northwest Natural Gas Company 220 N.W. Second Avenue Portland, Oregon 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 1,200,000 shares of Common Stock, $3 1/6 par value, of the Company (the "Shares"), and the rights to purchase Common Stock appurtenant thereto ("Rights"), issuable in connection with the Company's Restated Stock Option Plan (the "Plan"), formerly known as the 1985 Stock Option Plan. We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. 2. All requisite action necessary to make the Shares validly issued, fully paid and non-assessable and the Rights validly issued will have been taken when: (a) the issuance of the Shares shall have been authorized by the Oregon Public Utility Commission, and the Washington Utilities and Transportation Commission shall have issued an order establishing compliance with applicable statutory provisions with respect to such issuance; (b) the Shares shall have been issued in accordance with the Plan; and (c) the Rights appurtenant to the Shares shall have been issued in accordance with the terms of the Rights Agreement dated as of February 27, 1996, as amended, between the Company and Boatmen's Trust Company (ChaseMellon Shareholder Services, as successor). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ STOEL RIVES LLP STOEL RIVES LLP EX-23 4 ex23_1.txt EX. 23.1 - CONSENT OF PRICEWATERHOUSECOOPERS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 2002 relating to the financial statements and financial statement schedule of Northwest Natural Gas Company (the "Company"), which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Portland, Oregon October 31, 2002 -----END PRIVACY-ENHANCED MESSAGE-----