As filed with the Securities and Exchange Commission on September 25, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
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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)
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NORTHWEST NATURAL GAS COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of plan)
-------------------
C. J. RUE
SECRETARY
NORTHWEST NATURAL GAS COMPANY
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
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be to Be Price Per Offering Amount of
Registered Registered Share Price Registration Fee
------------------------- ---------- --------- --------- ----------------
Deferred Compensation $5,000,000 N/A $5,000,000 $1,250
Obligations (payable in
cash) (1)
Deferred Compensation 100,000 shares $22.75(2) $2,275,000(2) $ 569
Obligations (payable in ------
Common Stock, $3 1/6
par value) (1)
Total $1,819
======
--------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of the
Company to pay deferred compensation in the future in accordance with the
terms of the Northwest Natural Gas Company Executive Deferred Compensation
Plan. Deferred compensation will be paid either in cash or in Common Stock
(and deferred compensation plan accounts will be denominated either in cash
or Common Stock) in accordance with irrevocable elections made by plan
participants prior to the deferral of the compensation. Shares of Common
Stock to be delivered to plan participants will be acquired in the open
market with funds provided by the Company.
(2) 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 $22.75, which was the average of the
high and low prices of the Common Stock on the New York Stock Exchange on
September 21, 2001 as reported in The Wall Street Journal.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Northwest Natural Gas Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Company's annual report or prospectus referred to in (a) above.
(c) The descriptions of the Common Stock of the Company and the
Rights to Purchase Common Stock contained in the Company's registration
statements filed under Section 12 of the Securities Exchange Act of 1934,
including any amendments or reports filed for the purpose of updating the
descriptions.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
-------------------------
The securities registered hereby are deferred compensation obligations of
the Company under the Northwest Natural Gas Company Executive Deferred
Compensation Plan (the "Plan"). These securities represent the contractual
obligation of the Company to pay or distribute when due to participants in the
Plan cash or common stock with respect to amounts deferred in accordance with
the terms of the Plan. The right of each participant in the Plan is that of a
general, unsecured creditor of the Company. A participant's interest under the
Plan may not be sold, assigned, transferred, pledged or otherwise encumbered.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Oregon Business Corporation Act (the "Act") provides, in general, that
a director or officer of a corporation who has been or is threatened to be made
a defendant in a legal proceeding because that person is or was a director or
officer of the corporation:
(1) shall be indemnified by the corporation for all expenses of such
litigation when the director or officer is wholly successful on the merits or
otherwise;
(2) may be indemnified by the corporation for the expenses, judgments,
fines and amounts paid in settlement of such litigation (other than a derivative
lawsuit) if he or she acted in good faith and in a manner reasonably believed to
be in, or at least not opposed to, the best interests of the corporation (and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful); and
(3) may be indemnified by the corporation for expenses of a derivative
lawsuit (a suit by a shareholder alleging a breach by a director or officer of a
duty owed to the corporation) if he or she acted in good faith and in a manner
reasonably believed to be in, or at least not opposed to, the best interests of
the corporation, provided the director or officer is not adjudged liable to the
corporation.
The Act also authorizes the advancement of litigation expenses to a
director or officer upon receipt of a written affirmation of the director's or
officer's good faith belief that the standard of conduct in Section (2) or (3)
above has been met and a written undertaking by such director or officer to
repay such expenses if it is ultimately determined that he or she did not meet
that standard and, therefore, is not entitled to be indemnified. The Act also
provides that the indemnification provided thereunder shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.
The Company's Bylaws provide that the Company shall indemnify directors and
officers to the fullest extent permitted under the Act, thus making mandatory
the discretionary indemnification authorized by the Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify its officers and directors to the fullest extent permitted by
law, which may be broader than the indemnification authorized by the Act.
The Company's shareholders have approved and the Company has entered into
indemnity agreements with its directors and officers which provide for indemnity
to the fullest extent permitted by law and also alter or clarify the statutory
indemnity in the following respects:
(1) prompt advancement of litigation expenses is provided if the director
or officer makes the required affirmation and undertaking;
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(2) the director or officer is permitted to enforce the indemnity
obligation in court and the burden is on the Company to prove that the director
or officer is not entitled to indemnification;
(3) indemnity is explicitly provided for judgments and settlements in
derivative actions;
(4) prompt indemnification is provided unless a determination is made that
the director or officer is not entitled to indemnification; and
(5) partial indemnification is permitted if the director or officer is not
entitled to full indemnification.
The Company maintains in effect a policy of insurance providing for
reimbursement to the Company of payments made to directors and officers as
indemnity for damages, judgments, settlements, costs and expenses incurred by
them which the Company may be required or permitted to make according to
applicable law, common or statutory, or under provisions of its Restated
Articles of Incorporation, Bylaws or agreements effective under such laws.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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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 March 31, 1999, 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,
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.
5.1 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
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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 amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 such 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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(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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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, State of Oregon, on September 25, 2001.
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 by the following persons in the
capacities indicated on September 25, 2001.
Signature Title
--------- -----
*RICHARD G. REITEN Chairman 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)
*STEPHEN P. FELTZ Treasurer and Controller
------------------------------ (Principal Accounting Officer)
Stephen P. Feltz
*MARY ARNSTAD Director
------------------------------
Mary Arnstad
*THOMAS E. DEWEY, JR. Director
------------------------------
Thomas E. Dewey, Jr.
*TOD R. HAMACHEK Director
------------------------------
Tod R. Hamachek
*WAYNE D. KUNI Director
------------------------------
Wayne D. Kuni
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*RANDALL C. PAPE 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
*RICHARD L. WOOLWORTH Director
------------------------------
Richard L. Woolworth
*By /s/ C.J. RUE
------------------------------
C.J. Rue,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document Description
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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 March 31, 1999, 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, 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.
5.1 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.