AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996
Registration No. 333-_____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209
503-226-4211
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------
RICHARD G. REITEN
President
and Chief Operating Officer
One Pacific Square, 220 N.W. Second Avenue
Portland, Oregon 97209
503-226-4211
BRUCE R. DeBOLT JOHN T. HOOD, Esq.
Senior Vice President, Finance, Reid & Priest LLP
and Chief Financial Officer 40 West 57th Street
One Pacific Square, 220 N.W. Second Avenue New York, New York 10019
Portland, Oregon 97209 212-603-2000
503-226-4211
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
----------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. [ ] __________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
=======================================================================
Proposed Proposed
Title of each maximum maximum
class of offering aggregate
securities to Amount to be price per offering Registration
be registered registered unit price fee
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Debt Securities $150,000,000+ 100%* $150,000,000* $45,455+
========================================================================
* Inserted solely for the purpose of calculating the registration fee.
+ The combined Prospectus filed herewith pursuant to Rule 429 also relates
to an additional $15,000,000 of Debt Securities registered pursuant to
Registration No. 33-64014 which remains unsold and for which a
registration fee of $4,688 has been paid.
----------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the Commis-
sion, acting pursuant to said Section 8(a), may determine.
===========================================================================
Pursuant to Rule 429, the combined Prospectus filed herewith also
relates to Registration No. 33-64014.
PROSPECTUS
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$165,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
----------------------
Northwest Natural Gas Company ("Company") may offer from time to time up
to $165,000,000 aggregate principal amount of its debt securities ("Medium-
Term Notes"), consisting of its First Mortgage Bonds, designated Secured
Medium-Term Notes, Series B ("Secured Notes"), and its Unsecured Medium-
Term Notes, Series B ("Unsecured Notes"). The principal amounts, interest
rates, issue prices and agents' commissions, original issue and maturity
dates, redemption provisions, if any, and other material terms of the
Medium-Term Notes will be established by the Company from time to time and
will be set forth in supplements hereto ("Pricing Supplements"). The
Medium-Term Notes will have maturities from nine months to 30 years from
their respective dates of issue. Interest on each Medium-Term Note will
accrue from its date of issue and will be payable semi-annually in arrears
on each June 1 and December 1, and at maturity. The Medium-Term Notes will
not be subject to redemption prior to their stated maturity unless
otherwise specified in the applicable Pricing Supplement.
The Medium-Term Notes will be initially registered in the name of CEDE &
Co. as registered owner and nominee for The Depository Trust Company, New
York, New York ("DTC"). DTC will act as a securities depository for the
Medium-Term Notes of each issue. Sales of Medium-Term Notes will be made
only in book-entry form in denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000 and, except under the
limited circumstances described herein, beneficial owners of interests in
the Medium-Term Notes will not receive certificates representing their
interests in the Medium-Term Notes. Payments of principal, premium, if
any, and interest will be made through DTC and its Participants and
disbursements of such payments to purchasers will be the responsibility of
such Participants.
For further information with respect to the Medium-Term Notes, see
"Book-Entry System", "Description of the Secured Notes", and "Description
of the Unsecured Notes" herein and the applicable Pricing Supplement.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
============= =============== ====================== ===================
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2)(3) COMPANY(2)(4)
------------- --------------- ---------------------- -------------------
Per Note . 100% .125%-.750% 99.875%-99.250%
------------- --------------- ---------------------- -------------------
Total . . . $165,000,000 $206,250-$1,237,500 $164,793,750-
$163,762,500
============= =============== ====================== ===================
(1) Unless otherwise specified in the applicable Pricing Supplement,
Medium-Term Notes will be issued at 100% of their principal amount.
(2) The Company will pay commissions to any agents engaged by the Company
("Agents"), including Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and PaineWebber Incorporated, in the form
of discounts, ranging from .125% to .750% of the principal amount of
any Medium-Term Note, depending upon maturity, and may sell Medium-
Term Notes to any Agent, as principal. Unless otherwise indicated in
the applicable Pricing Supplement, a Medium-Term Note sold to an
Agent, as principal, will be purchased by such Agent at a price equal
to 100% of the principal amount thereof less a percentage equal to
the commission applicable to an agency sale of a Medium-Term Note of
identical maturity, and may be resold by such Agent to investors and
other purchasers at varying prices related to prevailing market
prices at the time of resale as determined by such Agent, or, if so
agreed, at a fixed public offering price. No commission will be
payable on any sales made directly by the Company.
(3) The Company has agreed to indemnify the Agents against certain
liabilities under the Securities Act of 1933.
(4) Assuming Medium-Term Notes are issued at 100% of their principal
amount and before deducting expenses payable by the Company estimated
at $252,000, including reimbursement of certain expenses of the
Agents.
----------------------
The Medium-Term Notes are being offered on a continuing basis by the
Company through the Agents, which have agreed to use their best efforts to
solicit purchases of the Medium-Term Notes. Medium-Term Notes may also be
sold to any Agent, as principal, for resale to investors and other
purchasers at varying prices related to prevailing market prices at the
time of resale, as determined by such Agent, or, if so agreed, at a fixed
public offering price. The Company reserves the right to sell Medium-Term
Notes directly to investors on its own behalf. The Medium-Term Notes will
not be listed on any securities exchange, and there can be no assurance
that the Medium-Term Notes offered by this Prospectus will be sold or that
there will be a secondary market for the Medium-Term Notes. The Company
reserves the right to withdraw, cancel or modify the offer made hereby
without notice. The Company or any Agent may reject, in whole or in part,
any offer to purchase Medium-Term Notes. See "Plan of Distribution".
----------------------
MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED
----------------------
The date of this Prospectus is November __, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy
statements and other information filed by the Company can be inspected
and copied at the public reference facilities of the Commission, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549,
as well as at the following regional offices: Seven World Trade
Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy statements and other information filed electronically
by the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange
Commission:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1996.
(3) The Company's Current Report on Form 8-K dated February 27,
1996.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded, for purposes of this Prospectus, to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each
person to whom a copy of this Prospectus shall have been delivered,
upon written or oral request of such person, a copy of any or all of
the documents which have been incorporated in this Prospectus by
reference, other than exhibits to such documents, unless such exhibits
shall have been specifically incorporated by reference into such
documents. Requests for such copies should be directed to C.J. Rue,
Secretary, Northwest Natural Gas Company, One Pacific Square, 220 N.W.
Second Avenue, Portland, Oregon 97209, telephone 503-226-4211.
THE COMPANY
The Company's executive offices are located at One Pacific
Square, 220 N.W. Second Avenue, Portland, Oregon 97209. Its telephone
number is 503-226-4211. The Company and its predecessors have
supplied gas service to the public since 1859. The Company is
principally engaged in the distribution of natural gas to customers in
western Oregon and southwestern Washington, including the Portland
metropolitan area.
USE OF PROCEEDS AND FINANCING PROGRAM
The net proceeds to be received by the Company from the sale of
the Medium-Term Notes will be added to the general funds of the
Company and used for corporate purposes, primarily to fund, in part,
the Company's ongoing utility construction program.
The Company expects its utility construction expenditures in 1996
to aggregate $92 million, and in the five-year period, 1996-2000, to
aggregate between $500 million and $550 million.
It is estimated that 50% or more of the funds required for
utility purposes during the 1996-2000 period will be internally
generated and that the balance, as well as substantially all of the
funds required for the refunding of maturing and higher-cost debt,
will be raised through the sale of equity and debt securities,
including the Medium-Term Notes, in such amounts and at such times as
the Company's cash requirements and market conditions shall determine.
Approximately $21 million of debt securities matured in 1996 and
approximately $25 million and $15 million will mature in 1997 and
1998, respectively.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges, calculated according to
the rules set forth under the Securities Act of 1933, as amended, for
the following twelve-month periods were:
TWELVE MONTHS ENDED
-------------------------------------------------------------------
JUNE 30, DECEMBER 31,
-------- ----------------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
3.54 3.15 3.08 3.22 1.81 1.59
Earnings consist of net income to which has been added taxes on
income and fixed charges. Fixed charges consist of interest on all
indebtedness, amortization of debt expense and discount or premium,
and the estimated interest portion of rentals charged to income.
BOOK-ENTRY SYSTEM
DTC will act as securities depository for the Medium-Term Notes
of each issue. Except under the circumstances described below, the
Medium-Term Notes will be issued in the form of one or more fully
registered notes that will be deposited with, or on behalf of, DTC or
such other depository as may be subsequently designated
("Depository"), and registered in the name of CEDE & Co. (DTC's
partnership nominee), or such other Depository or its nominee as may
be subsequently designated.
So long as the Depository, or its nominee, is the registered
owner of the Medium-Term Notes, such Depository or such nominee, as
the case may be, will be considered the owner of such Medium-Term
Notes for all purposes under the Mortgage or the Indenture (each as
defined below), as the case may be, including notices and voting.
Payments of principal of, and premium, if any, and interest on, the
Medium-Term Notes will be made to the Depository or its nominee, as
the case may be, as the registered owner of such Medium-Term Notes.
Except as set forth below, owners of beneficial interests in
Medium-Term Notes will not be entitled to have any individual
Medium-Term Notes registered in their names, will not receive or be
entitled to receive physical delivery of any such Medium-Term Notes
and will not be considered the owners of Medium-Term Notes under the
Mortgage or the Indenture. Accordingly, each person holding a
beneficial interest in a Medium-Term Note must rely on the procedures
of the Depository and, if such person is not a Direct Participant (as
hereinafter defined), on procedures of the Direct Participant through
which such person holds its interest, to exercise any of the rights of
the registered owner of such Medium-Term Note.
If the Depository is at any time unwilling or unable to continue
as depository and a successor depository is not appointed by the
Company, individual registered Medium-Term Notes will be issued in
exchange for the Medium-Term Notes held by the Depository. In
addition, the Company, at any time and in its sole discretion, may
determine not to have the Medium-Term Notes held by the Depository
and, in such event, individual registered Medium-Term Notes will be
issued in exchange for the Medium-Term Notes held by the Depository.
In any such instance, an owner of a beneficial interest in the Medium-
Term Notes will be entitled to physical delivery of individual Medium-
Term Notes equal in principal amount to such beneficial interest and
to have such Medium-Term Notes registered in its name. Individual
Medium-Term Notes so issued will be issued as registered Medium-Term
Notes in denominations of $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.
The following is based solely on information furnished by DTC:
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other
organizations ("Direct Participants"). DTC is owned by a number of
its Direct Participants and by The New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available
to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are
on file with the Commission.
Purchases of the Medium-Term Notes under the DTC system must be
made by or through Direct Participants, which will receive a credit
for the Medium-Term Notes on DTC's records. The ownership interest of
each actual purchaser of each Medium-Term Note ("Beneficial Owner") is
in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Medium-Term
Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests
in the Medium-Term Notes, except in the event that use of the book-
entry system for the Medium-Term Notes is discontinued.
To facilitate subsequent transfers, all Medium-Term Notes
deposited by Participants with DTC are registered in the name of CEDE
& Co. The deposit of Medium-Term Notes with DTC and their
registration in the name of CEDE & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of
the Medium-Term Notes; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Medium-Term Notes are
credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
If the Medium-Term Notes of any issue are redeemable prior to the
maturity date, redemption notices shall be sent to CEDE & Co. If less
than all of the Medium-Term Notes of any issue are being redeemed,
DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
Neither DTC nor CEDE & Co. will consent or vote with respect to
the Medium-Term Notes. Under its usual procedures, DTC mails an
Omnibus Proxy to the Company as soon as possible after the record
date. The Omnibus Proxy assigns CEDE & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Medium-Term
Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Medium-Term Notes will be
made to DTC. DTC's practice is to credit Direct Participants' accounts
on the date on which interest is payable in accordance with their
respective holdings shown on DTC's records, unless DTC has reason to
believe that it will not receive payment on such payment date.
Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participant and not of DTC, the Mortgage Trustees (as defined below),
the Indenture Trustee (as defined below) or the Company, subject to
any statutory or regulatory requirements as may be in effect from time
to time. Payment of principal and interest to DTC is the
responsibility of the Company and the Corporate Trustee (as defined
below) or the Indenture Trustee, as the case may be. Disbursement of
such payments to Direct Participants shall be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall
be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing services as securities depository
with respect to the Medium-Term Notes at any time by giving reasonable
notice to the Company, the Mortgage Trustees and the Indenture
Trustee.
----------------------
None of the Company or the Mortgage Trustees or the Indenture
Trustee will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial
interests in the Medium-Term Notes or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
DESCRIPTION OF THE SECURED NOTES
GENERAL
The Secured Notes, which comprise a series of the Company's First
Mortgage Bonds ("Bonds"), are to be issued under the Company's
Mortgage and Deed of Trust, dated as of July 1, 1946, to Bankers Trust
Company ("Corporate Trustee") and R.G. Page (Stanley Burg, successor),
as trustees ("Mortgage Trustees"), as supplemented by twenty
supplemental indentures, all of which are collectively referred to as
the "Mortgage".
The statements herein concerning the Secured Notes and the
Mortgage are merely an outline and do not purport to be complete. They
make use of terms defined in the Mortgage and are qualified in their
entirety by express reference to the cited Sections and Articles. They
may be changed with respect to any Secured Note by the applicable
Pricing Supplement, which should be read in conjunction with this
description.
The Secured Notes will be offered on a continuing basis and each
Secured Note will mature on such date, not less than nine months or
more than 30 years from its date of issue, as selected by the
purchaser and agreed to by the Company.
The Pricing Supplement relating to each Secured Note will set
forth the principal amount, interest rate, issue price and Agent's
commission, original issue and maturity dates, redemption provisions,
if any, and other material terms of such Secured Note.
INTEREST
Interest on each Secured Note will be payable semi-annually in
arrears on June 1 and December 1 of each year and at maturity.
Interest payable on any interest payment date for any Secured
Note will be payable to the person in whose name such Secured Note is
registered on the record date with respect to such interest payment
date, which shall be the May 15 or November 15 (whether or not a
business day), as the case may be, next preceding such interest
payment date; provided that, (i) if the original issue date of any
Secured Note is after a record date and before the corresponding
interest payment date, such Secured Note shall bear interest from the
original issue date, but payment of interest shall commence on the
second interest payment date succeeding the original issue date, and
(ii) interest payable on the maturity date will be payable to the
person to whom the principal thereof shall be payable.
Unless otherwise indicated in the applicable Pricing Supplement,
interest on the Secured Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.
FORM, EXCHANGE AND PAYMENT
The Secured Notes will be issued in fully registered form in
denominations of $1,000 or any amount in excess thereof that is an
integral multiple of $1,000. The Secured Notes will be exchangeable at
the office of Bankers Trust Company in New York City, without charge
other than taxes or other governmental charges incident thereto.
Principal, premium, if any, and interest will be payable at such
office. (See Twentieth Supplemental, Sec. 1.01.) Notwithstanding the
foregoing, for so long as the Secured Notes shall be held by the
Depository or its nominee, owners of beneficial interests in the
Secured Notes will not be entitled to have any individual Secured
Notes registered in their names, and transfers of beneficial interests
and payments of principal, premium, if any, and interest will be made
as described herein under "Book-Entry System".
REDEMPTION
To the extent, if any, provided in the Pricing Supplement
relating to any Secured Note, such Secured Note will be redeemable, on
30 days' notice, in whole or in part, at any time on or after the
initial redemption date, if any, fixed at the time of sale and set
forth in the applicable Pricing Supplement. On or after the initial
redemption date, such Secured Note will be redeemable in whole or in
part, at the option of the Company at a redemption price determined in
accordance with the following paragraph, plus accrued interest to the
date fixed for redemption.
The redemption price for each Secured Note subject to redemption
shall, for the twelve-month period commencing on the initial
redemption date, be equal to a certain percentage of the principal
amount of such Secured Note and thereafter, shall decline for the
twelve-month period commencing on each anniversary of the initial
redemption date by a percentage of principal amount ("Reduction
Percentage") until the redemption price shall be 100% of the principal
amount. The initial redemption date and price and any Reduction
Percentage with respect to each Secured Note subject to redemption
will be fixed at the time of sale and set forth in the applicable
Pricing Supplement.
If so specified in the Pricing Supplement relating to any Secured
Note, the Company may not, prior to the redemption limitation date, if
any, set forth in such Pricing Supplement, redeem such Secured Note as
contemplated above as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys
borrowed having an effective interest cost to the Company (calculated
in accordance with generally accepted financial practice) of less than
the effective interest cost to the Company (similarly calculated) of
such Secured Note.
If, at the time the notice of redemption shall be given, the
redemption money shall not be on deposit with the Corporate Trustee,
the redemption may be made subject to the receipt of such money before
the date fixed for redemption, and such notice shall be of no effect
unless such money shall be so received.
Unless otherwise indicated in the applicable Pricing Supplement,
the Secured Notes will not be subject to any sinking fund.
PROVISIONS FOR MAINTENANCE OF PROPERTY
While the Mortgage contains provisions for the maintenance of the
Mortgaged and Pledged Property, the Mortgage does not permit
redemption of Bonds pursuant to these provisions.
SECURITY
The Secured Notes together with all other Bonds now or hereafter
issued under the Mortgage will be secured by the Mortgage, which
constitutes, in the opinion of Bruce B. Samson, Esq., General Counsel
of the Company, a first mortgage lien on all of the gas plants,
distribution systems and other materially important physical
properties of the Company (except as stated below), subject to (a)
leases of minor portions of the Company's property to others for uses
which, in the opinion of such Counsel, do not interfere with the
Company's business, (b) leases of certain property of the Company not
used in its gas utility business or the gas by-product business, (c)
excepted encumbrances, and (d) minor defects and encumbrances
customarily found in properties of like size and character which, in
the opinion of such Counsel, do not impair the use of such properties
by the Company. There are excepted from the lien all cash and
securities; certain equipment, apparatus, materials or supplies;
aircraft, automobiles and other vehicles; receivables, contracts,
leases and operating agreements; timber, minerals, mineral rights and
royalties and all natural gas and oil production property.
The Mortgage contains provisions subjecting after-acquired
property (subject to pre-existing liens) to the lien thereof, subject
to limitations in the case of consolidation, merger or sale of
substantially all of the Company's assets. (See Mortgage, Art. XVI.)
The Mortgage provides that the Mortgage Trustees shall have a
lien upon the mortgaged property, prior to that of the Bonds, for the
payment of their reasonable compensation and expenses and for
indemnity against certain liabilities. (See Mortgage, Sec. 96).
ISSUANCE OF ADDITIONAL BONDS
Bonds may be issued from time to time on the basis of (1) 60% of
property additions, after adjustments to offset retirements (see
"Modification of the Mortgage -- Issuance of Additional Bonds" below);
(2) retirement of Bonds or qualified lien bonds; or (3) deposit of
cash. With certain exceptions in the case of (2) above, the issuance
of Bonds is subject to adjusted net earnings before income taxes for
12 consecutive months out of the preceding 15 months being at least
twice the annual interest requirements on all Bonds at the time
outstanding, including the additional issue, and all indebtedness of
prior rank.
Property additions generally include gas, electric, steam or hot
water property or gas by-product property acquired after March 31,
1946, but may not include securities, airplanes, automobiles or other
vehicles, or natural gas transmission lines or natural gas and oil
production property. As of June 30, 1996, approximately $341 million
of property additions and $93 million of retired Bonds were available
for use as the basis for the issuance of Bonds.
The Mortgage contains certain restrictions upon the issuance of
Bonds against property subject to liens.
The Secured Notes will be issued against property additions and
retired Bonds.
(See Mortgage, Secs. 4-7, 20-30 and 46, and Third Supplemental,
Secs. 3 and 4.)
RELEASE AND SUBSTITUTION OF PROPERTY
Property may be released against (1) deposit of cash or, to a
limited extent, purchase money mortgages, (2) property additions, or
(3) waiver of the right to issue Bonds without applying any earnings
test. Cash so deposited and cash deposited against the issuance of
additional bonds may be withdrawn upon the bases stated in (2) and (3)
above. When property released is not funded property, property
additions used to effect the release may again, in certain cases,
become available as credits under the Mortgage, and the waiver of the
right to issue Bonds to effect the release may, in certain cases,
cease to be effective as such a waiver. Similar provisions are in
effect as to cash proceeds of such property. The Mortgage contains
special provisions with respect to qualified lien bonds pledged and
the disposition of moneys received on pledged prior lien bonds. (See
Mortgage, Secs. 5, 31, 32, 37, 46 to 50, 59 to 61, 100 and 118.)
DEFAULTS AND NOTICE THEREOF
Defaults are: default in payment of principal, default for 60
days in payment of interest or of installments of funds for retirement
of Bonds; certain defaults with respect to qualified lien bonds;
certain events in bankruptcy, insolvency or reorganization; and
default for 90 days after notice in the case of a breach of any other
covenant. The Mortgage Trustees may withhold notice of default
(except in payment of principal, interest or any fund for the
retirement of Bonds) if they think it in the interest of the
Bondholders. (See Mortgage, Secs. 65 and 66).
Holders of 25% of the Bonds may declare the principal and the
interest due on default, but a majority may annul such declaration if
such default has been cured. No holder of Bonds may enforce the lien
of the Mortgage without giving the Mortgage Trustees written notice of
a default and unless holders of 25% of the Bonds have requested the
Mortgage Trustees to act and offered them reasonable opportunity to
act and the Mortgage Trustees have failed to act. The Mortgage
Trustees are not required to risk their funds or incur personal
liability if there is reasonable ground for believing that the
repayment is not reasonably assured. Holders of a majority of the
Bonds may direct the time, method and place of conducting any
proceedings for any remedy available to the Mortgage Trustees, or
exercising any trust or power conferred upon the Mortgage Trustees,
but the Mortgage Trustees are not required to follow such direction if
not sufficiently indemnified for expenditures. (See Mortgage, Secs.
67, 71, 80 and 94.)
EVIDENCE TO BE FURNISHED TO THE MORTGAGE TRUSTEES
Compliance with Mortgage provisions is evidenced by written
statements of the Company's officers or persons selected by the
Company. In certain major matters the accountant, engineer, appraiser
or other expert must be independent. Various certificates and other
papers, including an annual certificate with reference to compliance
with the terms of the Mortgage and absence of defaults, are required
to be filed annually and upon the occurrence of certain events. (See
Mortgage, Secs. 38-46.)
MODIFICATION OF THE MORTGAGE
The rights of the Bondholders may be modified with the consent of
70% of the Bonds and, if less than all series of Bonds are affected,
the consent also of 70% of Bonds of each series affected. The Company
has the right, without any consent or other action by holders of any
series of Bonds, to substitute 66 % for 70%. In general, no
modification of the terms of payment of principal and interest,
affecting the lien of the Mortgage or reducing the percentage required
for modification (except as provided above) will be effective against
any Bondholder without his consent. (See Mortgage, Art. XIX and Ninth
Supplemental, Sec.6.)
The Company has reserved the right to amend the Mortgage, without
any consent or other action by holders of the Bonds of the Nineteenth
Series or of Bonds of any subsequently created series (including the
Secured Notes), in the following respects:
Release and Substitution of Property
To permit the release of property at the lesser of its cost or
its fair value at the time that such property became funded property,
rather than at its fair value at the time of its release; and to
facilitate the release of unfunded property. (See Mortgage, Secs. 3,
59 and 60 and Eighteenth Supplemental, Sec. 2.03.)
Issuance of Additional Bonds
To clarify that (i) for purposes of determining annual interest
requirements, interest on Bonds or other indebtedness bearing interest
at a variable interest rate shall be computed at the average of the
interest rates borne by such Bonds or other indebtedness during the
period of calculation or, if such Bonds or other indebtedness shall
have been issued after such period or shall be the subject of pending
applications, interest shall be computed at the initial rate borne
upon issuance, and (ii) no extraordinary items shall be included in
operating expenses or deducted from revenues or other income in
calculating adjusted net earnings (See Mortgage, Sec. 7); and to
revise the basis for the issuance of additional Bonds from 60% of
property additions, after adjustments to offset retirements, to 70%.
(See Mortgage, Secs. 25, 26, 59 and 61 and Eighteenth Supplemental,
Secs. 2.01 and 2.02)
THE CORPORATE TRUSTEE
Bankers Trust Company also serves as the Indenture Trustee under
the Indenture under which the Unsecured Notes are issued.
DESCRIPTION OF THE UNSECURED NOTES
GENERAL
The Unsecured Notes are to be issued under an Indenture, dated as
of June 1, 1991 ("Indenture"), between the Company and Bankers Trust
Company, as trustee ("Indenture Trustee").
The statements herein concerning the Unsecured Notes and the
Indenture are merely an outline and do not purport to be complete.
They make use of terms defined in the Indenture and are qualified in
their entirety by express reference to the cited Sections and
Articles. They may be changed with respect to any Unsecured Note by
the applicable Pricing Supplement, which should be read in conjunction
with this description.
The Indenture provides that debt securities (including the
Unsecured Notes and including both interest bearing and original issue
discount securities) may be issued thereunder, without limitation as
to aggregate principal amount. (See Indenture, Sec. 301.) All debt
securities heretofore or hereafter issued under the Indenture
(including the Unsecured Notes) are collectively referred to as the
"Indenture Securities". The Indenture does not limit the amount of
other debt, secured or unsecured, which may be issued by the Company.
The Unsecured Notes will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company. Substantially all of the
gas plants, distribution systems and other materially important
physical properties of the Company are subject to the lien of the
Mortgage securing the Company's Bonds. (See "Description of the
Secured Notes Security and Issuance of Additional Bonds", above.)
The Unsecured Notes will be offered on a continuing basis, and
each Unsecured Note will mature on such date, not less than nine
months nor more than 30 years from its date of issue, as selected by
the purchaser and agreed to by the Company.
The Pricing Supplement relating to any Unsecured Note will set
forth the principal amount, interest rate, issue price and Agent's
commission, original issue and maturity dates, redemption provisions,
if any, and other material terms of such Unsecured Note.
INTEREST
Interest on each Unsecured Note will be payable semi-annually in
arrears on June 1 and December 1 of each year and at maturity.
Interest payable on any interest payment date for any Unsecured
Note will be payable to the person in whose name such Unsecured Note
is registered on the record date with respect to such interest payment
date, which shall be the May 15 or November 15 (whether or not a
business day), as the case may be, next preceding such interest
payment date; provided that, (i) if the original issue date of any
Unsecured Note is after a record date and before the corresponding
interest payment date, such Unsecured Note will bear interest from the
original issue date but payment of interest shall commence on the
second interest payment date succeeding the original issue date, and
(ii) interest payable on the maturity date will be payable to the
person to whom the principal thereof shall be payable.
Unless otherwise indicated in the applicable Pricing Supplement,
interest on the Unsecured Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.
FORM, EXCHANGE AND PAYMENT
The Unsecured Notes will be issued in fully registered form in
denominations of $1,000 or any amount in excess thereof that is an
integral multiple of $1,000. The Unsecured Notes will be exchangeable
at the office of Bankers Trust Company in New York City, without
charge other than taxes or other governmental charges incident
thereto. Principal, premium, if any, and interest will be payable at
such office. Notwithstanding the foregoing, for so long as the
Unsecured Notes shall be held by the Depository or its nominee, owners
of beneficial interests in the Unsecured Notes will not be entitled to
have any individual Unsecured Notes registered in their names, and
transfers of beneficial interests and payments of principal, premium,
if any, and interest will be made as described herein under
"Book-Entry System".
REDEMPTION
To the extent, if any, provided in the Pricing Supplement
relating to any Unsecured Note, such Unsecured Note will be
redeemable, on not less than 30 days' notice, in whole or in part, at
any time on or after the initial redemption date, if any, fixed at
the time of sale and set forth in the applicable Pricing Supplement.
On or after the initial redemption date, such Unsecured Note will be
redeemable in whole or in part, at the option of the Company, at a
redemption price determined in accordance with the following
paragraph, plus accrued interest to the date fixed for redemption.
The redemption price for each Unsecured Note subject to
redemption shall, for the twelve-month period commencing on the
initial redemption date, be equal to a certain percentage of the
principal amount of such Unsecured Note and, thereafter, shall decline
for the twelve-month period commencing on each anniversary of the
initial redemption date by a percentage of principal amount
("Reduction Percentage") until the redemption price shall be 100% of
the principal amount. The initial redemption price and date and any
Reduction Percentage with respect to each Unsecured Note subject to
redemption will be fixed at the time of sale and set forth in the
applicable Pricing Supplement.
If so specified in the Pricing Supplement relating to any
Unsecured Note, the Company may not, prior to the redemption
limitation date, if any, set forth in such Pricing Supplement, redeem
such Unsecured Note as contemplated above as a part of, or in
anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an effective interest cost to
the Company (calculated in accordance with generally accepted
financial practice) of less than the effective interest cost to the
Company (similarly calculated) of such Unsecured Note.
If, at the time the notice of redemption shall be given, the
redemption money shall not be on deposit with the Indenture Trustee,
the redemption shall be made subject to the receipt of such money on
or before the date fixed for redemption, and such notice shall be of
no effect unless such money shall be so received. (See Indenture, Art.
Four.)
Unless otherwise indicated in the applicable Pricing Supplement,
the Unsecured Notes will not be subject to any sinking fund.
EVENTS OF DEFAULT AND NOTICE THEREOF
Events of Default are: default for three Business Days in payment
of principal; default for 60 days in payment of interest; certain
events in bankruptcy, insolvency or reorganization; default for 90
days after notice in the case of a breach of any other covenant; and
any other Event of Default specified with respect to the Indenture
Securities of a particular series. No Event of Default with respect to
a series of Indenture Securities necessarily constitutes an Event of
Default with respect to the Indenture Securities of any other series.
The Indenture Trustee may withhold notice of default (except in
payment of principal, interest or any funds for the retirement of
Indenture Securities) if it, in good faith, determines that
withholding of such notice is in the interest of the Holders of the
Indenture Securities. (See Indenture, Secs. 801 and 903.)
Either the Indenture Trustee or the Holders of not less than 33%
in principal amount (or such lesser amount as may be provided in the
case of discount Indenture Securities) of the outstanding Indenture
Securities of all defaulted series, considered as one class, may
declare the principal and interest on such series due on default, but
the Company may annul such default by effecting its cure and paying
overdue interest and principal. No Holder of Indenture Securities may
enforce the Indenture without having given the Indenture Trustee
written notice of default, and unless the Holders of a majority of the
Indenture Securities of all defaulted series, considered as one class,
shall have requested the Indenture Trustee to act and offered
reasonable indemnity, and for 60 days the Indenture Trustee shall have
failed to act. But, each Holder has an absolute right to receive
payment of principal and interest when due and to institute suit for
the enforcement of such payment. The Indenture Trustee is not required
to risk its funds or incur any financial liability if it shall have
reasonable grounds for believing that repayment is not reasonably
assured. The Holders of a majority of the Indenture Securities of all
defaulted series, considered as one class, may direct the time, method
and place of conducting any proceedings for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred on
the Indenture Trustee, with respect to the Indenture Securities of
such series, but the Indenture Trustee is not required to follow such
direction if not sufficiently indemnified and the Indenture Trustee
may take any other action it deems proper which is not inconsistent
with such direction. (See Indenture, Secs. 802, 807, 808, 812 and
902.)
EVIDENCE TO BE FURNISHED TO THE INDENTURE TRUSTEE
Compliance with Indenture provisions will be evidenced by written
statements of the Company's officers. An annual certificate with
reference to compliance with the covenants and conditions of the
Indenture and the absence of defaults is required to be filed with the
Indenture Trustee. (See Indenture, Sec.1004.)
MODIFICATION OF THE INDENTURE
The rights of the Holders of the Indenture Securities may be
modified with the consent of the Holders of a majority of the
Indenture Securities of all series or Tranches, as defined below,
affected, considered as one class. However, certain specified rights
of the Holders of Indenture Securities may be modified without the
consent of the Holders if such modification would not be deemed
adversely to affect their interests in any material respect. In
general, no modification of the terms of payment of principal and
interest, no reduction of the percentage in principal amount of the
Indenture Securities outstanding under such series required to consent
to any supplemental indenture or waiver under the Indenture, no
reduction of such percentage necessary for quorum and voting, and no
modification of certain of the provisions in the Indenture relating to
supplemental indentures, waivers of certain covenants and waivers of
past defaults is effective against any Holder of Indenture Securities
without his consent. "Tranche" means a group of Indenture Securities
which are of the same series and have identical terms except as to
principal amount and/or date of issuance. (See Indenture, Art.
Twelve.)
THE INDENTURE TRUSTEE
Bankers Trust Company also serves as the Corporate Trustee under
the Mortgage under which the Secured Notes are issued.
PLAN OF DISTRIBUTION
The Medium-Term Notes are being offered on a continuing basis for
sale by the Company through the Agents which have agreed to use their
best efforts to solicit purchases of the Medium-Term Notes. The
initial Agents are Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and PaineWebber Incorporated. Should the Company
designate other persons to act as Agents, the names of such persons
will be disclosed in a Pricing Supplement. The Company will pay each
Agent a commission which, depending on the maturity of the Medium-Term
Notes, will range from .125% to .750% of the principal amount of any
Medium-Term Note sold through such Agent. The Company may also sell
Medium-Term Notes to any Agent, as principal, at a discount from the
principal amount thereof, and the Agent may later resell such Medium-
Term Notes to investors and other purchasers at varying prices related
to prevailing market prices at the time of resale as determined by
such Agent or, if so agreed, at a fixed public offering price. In the
case of sales to any Agent as principal, such Agent may utilize a
selling or dealer group in connection with resales. An Agent may sell
Medium-Term Notes it has purchased as principal to any dealer at a
discount and, unless otherwise specified in the applicable Pricing
Supplement, such discount allowed to any dealer will not be in excess
of the discount to be received by such Agent from the Company. After
the initial public offering of Medium-Term Notes to be resold to
investors and other purchasers, the public offering price (in the case
of a fixed price public offering), concession and discount may be
changed. The Medium-Term Notes also may be sold by the Company
directly to purchasers. No commission will be payable to the Agents
on Medium-Term Notes sold directly by the Company.
The Company reserves the right to withdraw, cancel or modify the
offer made hereby without notice and may reject, in whole or in part,
offers to purchase Medium-Term Notes whether placed directly with the
Company or through one of the Agents. Each Agent will have the right,
in its discretion reasonably exercised, to reject any offer to
purchase Medium-Term Notes received by it, in whole or in part.
Payment of the purchase price of the Medium-Term Notes will be
required to be made in immediately available funds in New York City on
the date of settlement.
No Medium-Term Note will have an established trading market when
issued. The Medium-Term Notes will not be listed on any securities
exchange. Each of the Agents may from time to time purchase and sell
Medium-Term Notes in the secondary market, but is not obligated to do
so, and there can be no assurance that there will be a secondary
market for the Medium-Term Notes or liquidity in the secondary market
if one develops. From time to time, each of the Agents may make a
market in the Medium-Term Notes.
The Agents may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended. The Company has agreed to
indemnify each of the Agents against, or to make contributions
relating to, certain liabilities, including liabilities under such
Act. The Company has agreed to reimburse each of the Agents for
certain expenses. Each of the Agents may engage in transactions with,
or perform services for, the Company in the ordinary course of
business.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information which
is incorporated herein by reference from the Company's Quarterly
Reports on Form 10-Q since the Company's latest Annual Report on Form
10-K, which is incorporated herein by reference, Deloitte & Touche LLP
have applied limited procedures in accordance with professional
standards for review of such information. However, as stated in their
reports included in the Company's Quarterly Reports on Form 10-Q for
such quarterly periods, and incorporated herein by reference, they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature
of the review procedures applied. Deloitte & Touche LLP are not
subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited interim financial
information because such reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within
the meaning of Sections 7 and 11 of such Act.
The statements made as to matters of law and legal conclusions in
the documents incorporated in this Prospectus by reference and under
"Description of the Secured Notes" herein have been reviewed by Bruce
B. Samson, Esquire, Portland, Oregon. Mr. Samson is General Counsel
of the Company. These statements and conclusions are set forth in
reliance upon the opinion of Mr. Samson given upon his authority as an
expert. The statements made as to matters of law and legal
conclusions under "Description of the Unsecured Notes" herein have
been reviewed by Messrs. Reid & Priest LLP, New York, New York. These
statements and conclusions are set forth in reliance upon the opinion
of Messrs. Reid & Priest LLP given upon their authority as experts.
As of September 30, 1996, Mr. Samson owned 8,700 shares of the
Company's common stock (including approximately 2,612 shares held in
Company's Retirement K Savings Plan at June 30, 1996) and has been
granted options to purchase 6,091 shares at a price of $16.59, 3,000
shares at a price of $24.00 per share and 7,500 shares at a price of
$20.92 per share, the market prices of the shares on the dates of such
grants as adjusted to reflect a 3-for-2 split of the Company's Common
Stock. Mr. Samson's shares, including the underlying shares subject
to options granted to him, have a current fair market value of
approximately $632,000.
LEGALITY
The legality of the Medium-Term Notes will be passed upon for the
Company by Mr. Samson and by Messrs. Reid & Priest LLP, New York, New
York, and for the agents by Messrs. Simpson Thacher & Bartlett (a
partnership which includes professional corporations), New York, New
York. However, all matters pertaining to titles, the lien and
enforceability of the Mortgage, franchises and all other matters of
Oregon and Washington law, will be passed upon only by Mr. Samson.
===================================== =============================
NO DEALER, SALESMAN OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH
IT RELATES OR AN OFFER TO SELL, OR A $165,000,000
SOLICITATION OF AN OFFER TO BUY, TO
ANY PERSON IN ANY JURISDICTION WHERE
SUCH AN OFFER OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE NORTHWEST
HEREOF. NATURAL GAS
COMPANY
TABLE OF CONTENTS
SECURED MEDIUM-TERM NOTES,
Available Information . . . . . 2 SERIES B
(SERIES OF FIRST MORTGAGE BONDS)
Incorporation of Certain AND
Documents by Reference . . . 2 UNSECURED MEDIUM-TERM NOTES,
SERIES B
The Company . . . . . . . . . . 2
Due from Nine Months to
Use of Proceeds and 30 Years from Date of Issue
Financing Program . . . . . . 2
Ratio of Earnings to . . . . . -------------------
Fixed Charges . . . . . . . . 3 P R O S P E C T U S
-------------------
Book-Entry System . . . . . . . 3
Description of the
Secured Notes . . . . . . . . 5 MERRILL LYNCH & CO.
Description of the PAINEWEBBER INCORPORATED
Unsecured Notes . . . . . . . 8
Plan of Distribution . . . . . 10
Experts . . . . . . . . . . . . 10
Legality . . . . . . . . . . .
11 November __, 1996
=================================== ===================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION (ESTIMATED, EXCEPT
SEC FILING FEE).
Filing Fee-Securities and Exchange
Commission . . . . . . . . . . . . . $ 45,455
Fees of Trustees, including counsel
and authentication fees . . . . . . . 10,000
Legal fees . . . . . . . . . . . . . . 100,000
Accounting fees and expenses . . . . . 15,000
Rating Agencies' fees . . . . . . . . 60,000
Printing and engraving . . . . . . . . 10,000
Miscellaneous expense . . . . . . . . 11,545
--------
Total expenses . . . . . . . . . . . $252,000
========
ITEM 15. INDEMDEMNIFICATION 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, pro-
vided 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 an 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;
(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 16. LIST OF EXHIBITS.
1 - Form of Distribution Agreement.
4(a)* - Copy of Mortgage and Deed of Trust, dated as of July 1,
1946, to Bankers Trust Company and R.G. Page (to whom
Stanley Burg is now successor), Trustees (filed as
Exhibit 7(j) in File No. 2-6494), together with
Indentures supplemental thereto Nos. 1 through 14,
dated, respectively, as of June 1, 1949, March 1, 1954,
April 1, 1956, February 1, 1959, July 1, 1961, January
1, 1964, March 1, 1966, December 1, 1969, April 1,
1971, January 1, 1975, December 1, 1975, July 1, 1981,
June 1, 1985, and November 1, 1985 (filed as Exhibit
4(d) in File No. 33-1929); No. 15, dated as of July 1,
1986 (filed as Exhibit (4)(c) in File No. 33-24168);
Nos. 16, 17 and 18, dated, respectively, as of November
1, 1988, October 1, 1989 and July 1, 1990 (filed as
Exhibit (4)(c) in File No. 33-40482); No. 19, dated as
of June 1, 1991 (filed as Exhibit 4(c) in File No. 33-
64014; and No. 20, dated as of June 1, 1993 (filed as
Exhibit 4(c) in File No. 33-53795).
4(b)* - Copy of Indenture, dated as of June 1, 1991, to Bankers
Trust Company, Trustee, relating to the Unsecured Notes
(filed as Exhibit 4(e) in File No. 33-64014).
4(c)* - Form of Officers' Certificate establishing series of
Unsecured Notes and Form of Instructions for both
Secured and Unsecured Notes (filed as Exhibit 4(f) in
File No. 33-64014).
5(a) - Opinion of Bruce B. Samson, Esquire.
5(b) - Opinion of Messrs. Reid & Priest LLP.
12* - Computation of Ratio of Earnings to Fixed Charges
(filed as Exhibit 12 to Form 10-Q for the quarter ended
June 30, 1996).
15 - Letter of Deloitte & Touche LLP dated October 31, 1996
regarding unaudited interim financial information.
23 - Consent of Deloitte & Touche LLP. (The consents of
Bruce B. Samson, Esquire, and of Reid & Priest LLP are
included in their opinions filed, respectively, as
Exhibits 5(a) and 5(b)).
24 - Power of Attorney (see page II-3).
25(a) - Statement of Eligibility of the Corporate Mortgage
Trustee on Form T-1.
25(b) - Statement of Eligibility of the Individual Mortgage
Trustee on Form T-2.
25(c) - Statement of Eligibility of the Indenture Trustee on
Form T-1.
-----------------------------
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
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, indivi-
dually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(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 the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the registration statement is on Form
S-3 and 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
this registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment that
contains a form of prospectus 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.
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
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.
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 provisions
described under Item 15 of this registration statement, 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 Securities Act of 1933 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 appro-
priate 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.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
hereinafter hereby appoints Richard G. Reiten, Bruce R. DeBolt and
John T. Hood, the Agents for Service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign
in his name and behalf, in any and all capacities stated below, and to
file with the Securities and Exchange Commission, any and all
amendments, including post-effective amendments, to this registration
statement, and the registrant hereby also appoints each such Agent for
Service as its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.
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-3 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, 1996.
NORTHWEST NATURAL GAS COMPANY
By /s/ Richard G. Reiten
----------------------------
Richard G. Reiten,
President and Chief Operating Officer, and
Director
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/ Robert L. Ridgley Principal Executive
------------------------- Officer and Director October 31, 1996
Robert L. Ridgley,
Chief Executive Officer
/s/ Richard G. Reiten Director October 31, 1996
------------------------
Richard G. Reiten,
President and Chief
Operating Officer
/s/ Bruce R. DeBolt Principal Financial
------------------------- Officer October 31, 1996
Bruce R. DeBolt,
Senior Vice President,
Finance, and Chief
Financial Officer
/s/ D. James Wilson Principal Accounting
------------------------- Officer October 31, 1996
D. James Wilson,
Treasurer and Controller
/s/ Mary Arnstad
------------------------ Director )
Mary Arnstad )
)
/s/ Thomas E. Dewey, Jr )
------------------------- Director )
Thomas E. Dewey, Jr. )
) October 31, 1996
/s/ Tod R. Hamachek )
---------------------- Director )
Tod R. Hamachek )
)
/s/ Richard B. Keller )
---------------------- Director )
Richard B. Keller )
)
/s/ Wayne D. Kuni )
---------------------- Director )
Wayne D. Kuni )
)
/s/ Randall C. Pape )
---------------------- Director )
Randall C. Pape )
)
/s/ Dwight A. Sangrey )
---------------------- Director )
Dwight A. Sangrey )
)
/s/ Melody C. Teppola )
---------------------- Director )
Melody C. Teppola )
)
/s/ Russell F. Tromley )
---------------------- Director )
Russell F. Tromley )
)
/s/ Benjamin R. Whiteley )
---------------------- Director )
Benjamin R. Whiteley )
INDEX TO EXHIBITS
Exhibit
-------
1 Form of Distribution Agreement
4(a)* Copy of Mortgage and Deed of Trust, dated as of July
1, 1946, to Bankers Trust Company and R.G. Page (to
whom Stanley Burg is now successor), Trustees (filed
as Exhibit 7(j) in File No. 2-6494), together with
Indentures supplemental thereto (Nos. 1 through 14,
dated, respectively, as of June 1, 1949, March 1,
1954, April 1, 1956, February 1, 1959, July 1, 1961,
January 1, 1964, March 1, 1966, December 1, 1969,
April 1, 1971, January 1, 1975, December 1, 1975,
July 1, 1981, June 1, 1985, and November 1, 1985
(filed as Exhibit 4(d) in File No. 33-1929); No. 15,
dated as of July 1, 1986 (filed as Exhibit (4)(c) in
File No. 33-24168); Nos. 16, 17 and 18, dated,
respectively, as of November 1, 1988, October 1,
1989 and July 1, 1990 (filed as Exhibit (4)(c) in
File No. 33-40482); No. 19, dated as of June 1, 1991
(filed as Exhibit 4(c) in File No. 33-64014; and No.
20, dated as of June 1, 1993 (filed as Exhibit 4(c)
in File No. 33-53795).
4(b)* Copy of Indenture, dated as of June 1, 1991, to
Bankers Trust Company, Trustee, relating to the
Unsecured Notes (filed as Exhibit 4(e) in File No.
33-64014).
4(c)* Form of Officers' Certificate establishing series of
Unsecured Notes and Form of Instructions for both
Secured and Unsecured Notes (filed as Exhibit 4(f)
in File No. 33-64014).
5(a) Opinion of Bruce B. Samson, Esquire
5(b) Opinion of Messrs. Reid & Priest LLP
12* Computation of Ratio of Earnings to Fixed Charges
(filed as Exhibit 12 to Form 10-Q for the quarter
ended June 30, 1996).
15 Letter of Deloitte & Touche LLP dated October 31,
1996 regarding unaudited interim financial
information.
23 Consent of Deloitte & Touche LLP. (The consents of
Bruce B. Samson, Esquire, and of Reid & Priest LLP
are included in their opinions filed, respectively,
as Exhibits 5(a) and 5(b)).
24 Power of Attorney (see page II-3).
25(a) Statement of Eligibility of the Corporate Mortgage
Trustee Form T-1.
25(b) Statement of Eligibility of the Individual Mortgage
Trustee on Form T-2.
25(c) Statement of Eligibility of the Indenture Trustee on
Form T-1.
-----------------------------------
* Previously Filed