Exhibit 25(a)
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE
ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
______________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification n.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________________________
NORTHWEST NATURAL GAS COMPANY
(Exact name of obligor as specified in the charter)
OREGON 93-0256722
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
ONE PACIFIC SQUARE
220 N.W. SECOND AVENUE
PORTLAND, OREGON 97209
(Address of principal executive offices) (Zip Code)
______________________________
FIRST MORTGAGE BONDS
(Title of the indenture securities)
_________________________________________________________________
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated June 23, 1992 -
Incorporated herein by reference to Exhibit 1
filed with Form T-1 Statement, Registration No.
33-48267.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No.
33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated
as amended on September 21, 1993. - Incorporated
herein by reference to Exhibit 4 filed with Form
T-1 Statement, Registration No. 33-52359.
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein
by reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of March 31, 1994 -
Attached
EXHIBIT 8 - Not Applicable
EXHIBIT 9 - Not Applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 16th
day of May, 1994.
BANKERS TRUST COMPANY
By: Shikha Dombek
-------------------------------
Shikha Dombek
Assistant Secretary
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 0 0 6 2 3
ST-BK: 36-4840 FFIEC 031
Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS MARCH 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of
the quarter.
SCHEDULE RC--BALANCE SHEET
C400
Dollar Amounts In Thousands RFCD Bil Mil Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-
A):
a. Noninterest-bearing balances and currency
and coin(1)___________ 0081 1,764,000 1.a.
b. Interest-bearing balances (2)_____________ 0071 1,588,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A) _________________________ 1754 0 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D)_________________ 1773 3,677,000 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds sold ______________________ 0276 2,153,000 3.a.
b. Securities purchased under agreements to
resell __________________________________ 0277 979,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income (from
Schedule RC-C) RCFD 2122 17,386,000 4.a.
b. LESS: Allowance for loan and lease
losses _______ RCFD 3123 1,269,000 4.b.
c. LESS: Allocated transfer risk
reserve ____ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus
4.b and 4.c) ____________________________ 2125 16,117,000 4.d.
5. Assets held in trading accounts _____________ 3545 35,036,000 5.
6. Premises and fixed assets (including
capitalized leases) _________________________ 2145 704,000 6.
7. Other real estate owned (from
Schedule RC-M) ______________________________ 2150 248,000 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-M) 2130 188,000 8.
9. Customers' liability to this bank on
acceptances outstanding _____________________ 2155 436,000 9.
10. Intangible assets (from Schedule RC-M) ______ 2143 10,000 10.
11. Other assets (from Schedule RC-F) ___________ 2160 10,462,000 11.
12. Total assets (sum of items 1 through 11)_____ 2170 73,362,000 12.
___________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 0 0 6 2 3
ST-BK: 36-4840 FFIEC 031
Page RC-2
SCHEDULE RC--CONTINUED
Dollar Amounts In Thousands Bil Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices
(sum of totals of
columns A and C from
Schedule
RC-E part I) RCON 2200 8,815,000 13.a.
(1) Noninterest-
bearing(1) RCON 6631 3,691,000 13.a.(1)
(2) Interest-
bearing RCON 6636 5,124,000 13.a.(2)
b. In foreign offices,
Edge and Agreement
subsidiaries, and
IBFs (from Schedule
RC-E part II) RCFN 2200 11,770,000 13.b.
(1) Noninterest-
bearing RCFN 6631 570,000 13.b.(1)
(2) Interest-
bearing RCFN 6636 11,200,000 13.b.(2)
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds purchased RCFD 0278 4,755,000 14.a.
b. Securities sold under
agreements to repurchase RCFD 0279 121,000 14.b.
15. a. Demand notes issued to the
U.S. Treasury RCON 2840 0 15.a.
b. Trading liabilities RCFD 3548 19,956,000 15.b.
16. Other borrowed money:
a. With original maturity of
one year or less RCFD 2332 11,599,000 16.a.
b. With original maturity of
more than one year RCFD 2333 1,341,000 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases RCFD 2910 9,000 17.
18. Bank's liability on acceptances
executed and outstanding RCFD 2920 436,000 18.
19. Subordinated notes and debentures RCFD 3200 1,279,000 19.
20. Other liabilities (from
schedule RC-G) RCFD 2930 9,107,000 20.
21. Total liabilities (sum of items
13 through 20) RCFD 2948 69,188,000 21.
22. Limited-life preferred stock and
related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and
related surplus RCFD 3838 250,000 23.
24. Common stock RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related
to preferred stock) RCFD 3839 498,000 25.
26. a. Undivided profits and capital
reserves RCFD 3632 2,859,000 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale
securities RCFD 8434 39,000 26.b.
27. Cumulative foreign currency
translation adjustments RCFD 3284 (324,000) 27.
28. Total equity capital (sum of
items 23 through 27) RCFD 3210 4,174,000 28.
29. Total liabilities, limited-life
preferred stock, and equity capital
(sum of items 21, 22, and 28) RCFD 3300 73,362,000 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes
the most comprehensive level of auditing work
performed for the bank by independent external
auditors as of any date during 1993................ Number
RCFD 6724 2 M.1
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required
by state chartering authority)
4 = Director's examination of the bank performed by
other external auditors (may be required by state
chartering authority)
5 = Review of the bank's financial statements by
external auditors
6 = Compilation of the bank's financial statements by
external auditors
7 = Other audit procedures (excluding tax preparation
work)
8 = No external audit work
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(1) Including total demand deposits and noninterest-bearing time and
savings deposits.