SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1994 Commission File Number 1-7196
CASCADE NATURAL GAS CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-0599090
(State of incorporation or organization) (IRS Employer
Identification Number)
222 Fairview Avenue North
Seattle, Washington 98109
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (206) 624-3900
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
----------------------- ----------------------
Common stock, par value
$1 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
- --------------
None
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
the Form 10-K. X
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of the close of business on February 28, 1995 was $124,242,147.
As of the close of business on February 28, 1995, Registrant had outstanding
8,954,389 shares of common stock.
Portions of the Registrant's definitive proxy statement for its 1995 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K.
(a) 1. and 2. For a list of the financial statements and the financial
statement schedule filed herewith, see the index to financial
statements and supplementary data in Item 8 of this report.
(a) 3. For a list of the exhibits filed herewith, see the index to
exhibits following the signature pages of this report. Each
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this report is
identified in the list.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the quarter ended
December 31, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DATED: May 18, 1995.
CASCADE NATURAL GAS CORPORATION
(Registrant)
By /s/ James E. Haug
James E. Haug, Treasurer and
Chief Accounting Officer
INDEX TO EXHIBITS
Exhibit
No. Description
3.1 Restated Articles of Incorporation of the Registrant as amended
through May 9, 1994. Incorporated by reference to Exhibit 3A to
the Registrant's quarterly report on Form 10-Q dated April 29,
1994.
3.2 Restated Bylaws of the Registrant. Incorporated by reference to
Exhibit 3-(2) to the Registrant's annual report on Form 10-K for
the year ended December 31, 1990.
4.1 Indenture dated as of August 1, 1992, between the Registrant and
The Bank of New York relating to Medium-Term Notes. Incorporated
by reference to Exhibit 4 to the Registrant's current report on
Form 8-K dated August 12, 1992.
4.2 First Supplemental Indenture dated as of October 25, 1993, between
the Registrant and The Bank of New York relating to Medium-Term
Notes. Incorporated by reference to Exhibit 4 to the Registrant's
quarterly report on Form 10-Q for the quarter ended June 30, 1993.
4.3 Rights Agreement dated as of March 19, 1993, between the
Registrant and Harris Trust and Savings Bank. Incorporated by
reference to Exhibit 2 to the Registrant's registration statement
on Form 8-A dated April 21, 1993.
4.4 Amendment to Rights Agreement dated June 15, 1993, between the
Registrant and The Bank of New York. Incorporated by reference to
Exhibit 4 to the Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1993.
10.1 This number not used.
10.2 Service Agreement (Storage Gas Service under Rate Schedule SGS-1)
dated January 12, 1994, between Northwest Pipeline Corporation and
the Registrant. Incorporated by reference to Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (1993 Form 10-K).
10.3 Service agreement (assigned Storage Gas Service under Rate
Schedule SGS-1) dated January 12, 1994, between Northwest Pipeline
Corporation and the Registrant. Incorporated by reference to
Exhibit 10.3 to the Registrant's 1993 Form 10-K.
10.4 Service Agreement (Liquefaction -- Storage Gas Service under Rate
Schedule SGS-1) dated January 12, 1994, between Northwest Pipeline
Corporation and the Registrant. Incorporated by reference to
Exhibit 10.4 to the Registrant's 1993 Form 10-K.
10.5 Gas Purchase Agreement dated November 1, 1990, between Mobil Oil
Canada and the Registrant. Incorporated by reference to
Exhibit 10-6 to the 1991 Form 10-K.
10.6 Amendment to Gas Purchase Agreement dated August 30, 1991, between
Mobil Oil Canada and the Registrant. Incorporated by reference to
Exhibit 10(h)(2) to the Registrant's registration statement on
Form S-2, No. 33-52672 (the 1992 Form S-2).
10.7 Amendment to Natural Gas Purchase Agreement dated September 1,
1993, between Canadian Hydrocarbons Marketing Inc., and the
Registrant. Incorporated by reference to Exhibit 10.1 to
amendment no. 1 to the Registrant's quarterly report on
Form 10-Q/A for the quarter ended September 30, 1993.
10.8 Natural Gas Sales Agreement dated November 1, 1990, as
supplemented by letter dated August 27, 1992, between Canadian
Hydrocarbons Marketing Inc. and the Registrant. Incorporated by
reference to Exhibit 10(k) to the 1992 Form S-2.
10.9 Long Term Gas Sales Agreement dated August 26, 1993, between
Canadian Hydrocarbons Marketing Inc., and the Registrant.
Incorporated by reference to Exhibit 10.2 to amendment no. 1 to
the Registrant's quarterly report on Form 10-Q/A for the quarter
ended September 30, 1993.
10.10 Gas Sale Agreement dated November 1, 1993, between Mobil Natural
Gas Inc. and the Registrant. Incorporated by reference to
Exhibit 10.10 to the Registrant's 1993 Form 10-K.
10.11 Agreement for Sale and Purchase of Gas dated November 1, 1993, as
amended by Letter Amendment dated December 8, 1993, between Mobil
Natural Gas, Inc., and the Registrant. Incorporated by reference
to Exhibit 10.11 to the Registrant's 1993 Form 10-K.
10.12 Replacement Firm Transportation Agreement dated July 31, 1991,
between Northwest Pipeline Corporation and the Registrant.
Incorporated by reference to Exhibit 10(1) to the 1992 Form S-2.
10.12.1 Amendments dated August 20, 1992, November 1, 1992, October 20,
1993, and December 17, 1993, to Replacement Firm Transportation
Agreement dated July 31, 1991, between Northwest Pipeline
Corporation and the Registrant. Incorporated by reference to
Exhibit 10.12.1 to the Registrant's 1993 Form 10-K.
10.13 Firm Transportation Service Agreement dated April 25, 1991,
between Pacific Gas Transmission Company and the Registrant (1993
expansion). Incorporated by reference to Exhibit 10(m) to the
1992 Form S-2.
10.14 Firm Transportation Service Agreement dated October 27, 1993,
between Pacific Gas Transmission Company and the Registrant.
Incorporated by reference to Exhibit 10.14 to the Registrant's
1993 Form 10-K.
10.15 Assignment and Amendment of Gas Purchase Contract dated
September 30, 1991 (effective November 1, 1992) among Northwest
Pipeline Corporation, West Coast Energy Inc., West Coast Energy
Marketing Ltd., Canadian Hydrocarbons Marketing Inc., and the
Registrant, amending Kingsgate Gas Sales Agreement dated
September 23, 1960, as amended by Letter Agreement dated
August 15, 1989, between Northwest Pipeline Corporation and West
Coast Energy Inc. Incorporated by reference to Exhibit 10(s) to
the 1992 Form S-2.
10.15.1 Interim Pricing Arrangement dated November 4, 1993 between
Canadian Hydrocarbons Marketing Inc. and the Registrant relating
to the Kingsgate Gas Sales Agreement. Incorporated by reference
to Exhibit 10.16.1 to the Registrant's 1993 Form 10-K.
10.16 Clay Basin Inventory Sales Agreement dated July 31, 1991, between
Northwest Pipeline Corporation and the Registrant. Incorporated
by reference to Exhibit 10(t) to the 1992 Form S-2.
10.17 Storage Agreement dated July 23, 1990, between Washington Water
Power Company and the Registrant. Incorporated by reference to
Exhibit 10(v) to the 1992 Form S-2.
10.18 Service Agreement (Firm Redelivery Transportation Agreement under
Rate Schedule TF-2 for Cascade's SGS-1) dated January 12, 1994,
between Northwest Pipeline Corporation and the Registrant.
10.19 Service Agreement (Firm Redelivery Transportation Agreement under
Rate Schedule TF-2 for Cascade's assignment of SGS-1 from WWP)
dated January 12, 1994, between Northwest Pipeline Corporation and
the Registrant.
10.20 Service Agreement (Firm Redelivery Transportation Agreement under
rate Schedule TF-2 for Cascade's LS-1) dated January 12, 1994,
between Northwest Pipeline Corporation and the Registrant.
10.21 Gas Purchase Contract dated October 1, 1994, between IGI
Resources, Inc. and the Registrant. A PORTION OF THIS CONTRACT IS
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
10.22 Amended and restated Natural Gas Sales Agreement dated August 17,
1994, between Westcoast Gas Services, Inc. and Registrant which
replaces and substitutes for the Kingsgate Gas Sales Agreement
dated September 23, 1960. A PORTION OF THIS AGREEMENT IS SUBJECT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.
10.23 Firm Transportation Service Agreement dated November 4, 1994,
between Pacific Gas Transmission and the Registrant, effective
November 1, 1995.
10.24 Firm Transportation Agreement dated August 1, 1994, between
Northwest Pipeline Corporation and Registrant.
10.25 Prearranged Permanent Capacity Release of Firm Natural Gas
Transportation Agreements dated November 30, 1993 between Tenaska
Gas Co., Tenaska Washington Partners, L.P., and Registrant.
10.26 Agreement for Peak Gas Supply Service dated August 1, 1992,
between Tenaska Gas Co., Tenaska Washington Partners, L.P., and
Registrant. A PORTION OF THIS AGREEMENT IS SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.
10.27 Agreement for Peaking Gas Supply Service dated November 22, 1991,
between Longview Fibre Company and Registrant. A PORTION OF THIS
AGREEMENT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
10.29 1991 Director Stock Award Plan of the Registrant.* Incorporated
by reference to Exhibit 10(n) to the 1992 Form S-2.
10.30 Executive Supplemental Income Retirement Plan of the Registrant
and Supplemental Benefit Trust as amended and restated as of
May 1, 1989, as amended by Amendment No. 1 dated July 1, 1991.*
Incorporated by reference to Exhibit 10(o) to the 1992 Form S-2.
10.31 Employment agreement between the Registrant and W. Brian
Matsuyama.* Incorporated by reference to Exhibit 10(p) to the
1992 Form S-2.
10.32 Employment agreement between the Registrant and Jon T. Stoltz.*
Incorporated by reference to Exhibit 10(q) to the 1992 Form S-2.
12. Computation of Ratio of Earnings to Fixed Charges.
21. A list of the Registrant's subsidiaries is omitted because the
subsidiaries considered in the aggregate as a single subsidiary do
not constitute a significant subsidiary.
23. Consent of Deloitte & Touche LLP to the incorporation of their
report in the Registrant's registration statements.
27. Financial Data Schedule (electronic filing only).
* Management contract or compensatory plan or arrangement.