-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XJydQ7qF8D67Tfn/9TG3UaaeyY7arCFva359H/vKf/SdXaaHd8hE5PzmllfJ15VM /HubrPLICw/OedxwxZ2yVA== 0000950120-94-000035.txt : 19940702 0000950120-94-000035.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950120-94-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940623 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST NATURAL GAS CO CENTRAL INDEX KEY: 0000073020 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 930256722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00994 FILM NUMBER: 94535451 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 8-K 1 CURRENT REPORT ON FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 1994 ------------------ NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) Oregon 0-994 93-0256722 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209 (Address of principal executive offices) Registrant's telephone number, including area code (503) 226-4211 -------------- Item 7. Financial Statements Pro Forma Financial Information and Exhibits - - - - - ------- ----------------------------------------------------------------- (c) Exhibits 1(b) Supplemental Distribution Agreement, dated March 29, 1994 (Reference is made to Registration File No. 33-64014) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHWEST NATURAL GAS COMPANY ----------------------------- Registrant By: /s/ Bruce R. DeBolt ------------------------------- Bruce R. DeBolt Senior Vice President and Chief Financial Officer Date: June 23, 1994 EX-1 2 SUPPLEMENTAL DISTRIBUTION AGREEMENT EXHIBIT 1(b) NORTHWEST NATURAL GAS COMPANY One Pacific Square 220 N.W. Second Avenue Portland, Oregon 97209 March 29, 1994 First Chicago Capital Markets, Inc. One First National Plaza Chicago, Illinois 60670 Re: Supplemental Distribution Agreement ----------------------------------- Dear Sirs: Northwest Natural Gas Company, an Oregon corporation (the "Company"), has previously entered into a Distribution Agreement, dated June 18, 1993 (the "Distribution Agreement"), among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Kidder Peabody & Co. Incorporated, with respect to the issuance and sale by the Company of its Series B, Medium-Term Notes ("the Securities"). A copy of the Distribution Agreement, including Annexes I through V thereto, of which Annex I is the Administrative Procedure (the "Administrative Procedure"), is attached hereto. The Company hereby appoints First Chicago Capital Markets, Inc. ("FCCM"), as its agent for the purpose of selling to one or more investors not to exceed $20,000,000 aggregate principal amount of the Securities. The Distribution Agreement, including Annexes I through V thereto, hereby are incorporated into and made a part of this Agreement by reference. In connection with the sale of the Securities by you as agent of the Company, you and the Company agree to be bound by all of the terms and conditions thereof, except as follows: 1. All terms used herein which are defined in the Distribution Agreement shall have the same meanings as in the Distribution Agreement, except that (a) the terms, "Agent", "Agents" and "you", shall be deemed to refer to FCCM, and (b) the term, "Commencement Date", shall be deemed to be the date of this Agreement or such other date as to which you and the Company may agree, and (c) references in Annexes I through V to the Distribution Agreement to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and to Kidder, Peabody & Co. Incorporated shall be deemed to refer to FCCM. 2. Section 2(b) of the Distribution Agreement shall be deemed to be amended to delete the third and fourth sentences thereof. 3. Section 2(e) of the Distribution Agreement shall be deemed to be amended to read: "The Company agrees to pay each Agent a commission, at the time of settlement (each a "Settlement Date") of any sale of a Security by the Company as a result of a solicitation made by such Agent, in an amount to be agreed upon by the Company and such Agent, such amount to be not less than 0.125% nor more than 0.750% of the principal amount of each Security sold." 4. Section 5 of the Distribution Agreement shall be deemed to be amended to (a) delete subsection (h) thereof, and (b) delete clauses (ii) and (iv) of subsection (1) thereof. 5. For purposes of Section 12 of the Distribution Agreement, communications to you pursuant to the Distribution Agreement shall be addressed to: First Chicago Capital Markets, Inc. 153 West 51st Street New York, NY 10019 Attention: Linda A. Dawson Telephone: (212) 373-1319 Fax: (212) 373-1391 with a copy to: First Chicago Capital Markets, Inc. One First National Plaza Suite 0030 Chicago, IL 60670 Attention: George Woolsey Senior Credit Officer Product Risk Management 6. For purposes of the Administrative Procedure: a. Pricing Supplements with respect to Certificated and Book-Entry Securities will be delivered to you as follows: Operations Manager, Medium-Term Notes First Chicago Capital Markets, Inc. One First National Plaza Mail Suite 0237 Chicago, IL 60670 Attention: Marcel Bonnewit Telephone: (312) 732-9631 b. Certificated Securities will be delivered to you as follows: Bankers Trust 16 Wall Street 5th Floor, Window 51 New York, NY 10015 Attention: Jim Murray Telephone: (212) 618-2370 The Company, heretofore, has furnished to you copies of (i) the Registration Statement (excluding exhibits, thereto not filed therewith), (ii) the order of the Commission declaring the Registration Statement to be effective, (iii) the Prospectus, dated June 17, 1993, which, excluding Pricing Supplements, is in the form most recently filed with the Commission, and (iv) the orders of the Public Utility Commission of Oregon and of the Washington Utilities and Transportation Commission with respect to the sale of the Securities. This Agreement shall be governed by the laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement. If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below. Very truly yours, NORTHWEST NATURAL GAS COMPANY By: /s/ Bruce R. DeBolt ---------------------------- Name: Bruce R. DeBolt Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written FIRST CHICAGO CAPITAL MARKETS, INC. By: /s/ Lynne C. Kaye ------------------------- Name: Lynne C. Kaye Title: Vice President Attachment to Supplemental Distribution Agreement Dated March 29, 1994 Distribution Agreement, dated June 18, 1993 ------------------------------------------- Incorporated herein by reference to Exhibit 1(a) in File No. 33-64014 -----END PRIVACY-ENHANCED MESSAGE-----