EXHIBIT 25(a)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY 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)___________
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BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
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NORTHWEST NATURAL GAS COMPANY
(Exact name of obligor as specified in its 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
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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 incorporated herein
by reference to Exhibit 1 filed
with Form T-1 Statement,
Registration No. 33-65171, and
Certificate of Amendment of the
Organization Certificate of Bankers
Trust Company dated March 21, 1996,
copy attached.
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
October 19, 1995. - Incorporated
herein by reference to Exhibit 4
filed with Form T-1 Statement,
Registration No. 33-65171.
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 June 30, 1996.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, 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 30th day of October, 1996.
BANKERS TRUST COMPANY
By: /s/ James C. McDonough
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James C. McDonough
Assistant Vice President
Legal Title of Bank: Bankers Trust Company
Address: 130 Liberty Street
City, STate ZIP: New York, NY 10006
FDIC Certificate No: 00623
Call Date: 6/30/96 ST-BK: 36-4840 FFIEC 031
Vendor ID: D CERT: 00623 Page RC-1
11
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS JUNE 30, 1996
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
Dollar Amounts in Thousands RCFD Bil Mil Thou
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ASSETS
1. Cash and balances due from
depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin<F1> . . . . . 0081 1,631,000
b. Interest-bearing balances<F2> . 0071 2,066,000
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A) 1754 0
b. Available-for-sale securities
(from Schedule RC-B, column D) 1773 3,761,000
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 5,162,000
b. Securities purchased under
agreements to resell . . . . . 0277 4,192,000
4. Loans and lease financing
receivables:
a. Loans and leases, net of
unearned income (from Schedule
RC-C) . . . . . . . . RCFD 2122 24,849,000
b. LESS: Allowance for loan and
lease losses . . . . RCFD 3123 923,000
c. LESS: Allocated transfer risk
reserve . . . . . . . RCFD 3128 0
d. Loans and leases, net of
unearned income, allowance, and
reserve (item 4.a minus 4.b and
4.c) . . . . . . . . . . . . . 2125 23,926,000
5. Assets held in trading accounts . 3545 33,052,000
6. Premises and fixed assets
(including capitalized leases) . . 2145 858,000
7. Other real estate owned (from
Schedule RC-M) . . . . . . . . . . 2150 216,000
8. Investments in unconsolidated
subsidiaries and associated
companies (from Schedule RC-M) . . 2130 271,000
9. Customers' liability to this bank
on acceptances outstanding . . . . 2155 572,000
10. Intangible assets (from Schedule
RC-M) . . . . . . . . . . . . . . 2143 18,000
11. Other assets (from Schedule RC-F) 2160 7,612,000
12. Total assets (sum of items 1
through 11) . . . . . . . . . . . 2170 83,337,000
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<F1> Includes cash items in process of collection and unposted
debits.
<F2> Includes time certificates of deposit not held in trading
accounts.
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E,
part I)
(1) Noninterest-bearing<F1>
RCON 6631 3,569,000 RCON 2200 9,040,000
(2) Interest-bearing . . RCON 6636 5,471,000
b. In foreign offices, Edge and
Agreement subsidiaries, and IBFs
(from Schedule RC-E part II) RCFN 2200 19,648,000
(1) Noninterest-bearing RCFN 6631 494,000
(2) Interest-bearing . . RCFN 6636 19,154,000
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 2,564,000
b. Securities sold under agreements to
repurchase . . . . . . . . . . . . . RCFD 0279 790,000
15. a. Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . RCON 2840 0
b. Trading liabilities . . . . . . . . RCFD 3548 18,177,000
16. Other borrowed money:
a. With original maturity of one year or
less . . . . . . . . . . . . . . . . RCFD 2332 16,421,000
b. With original maturity of more than
one year . . . . . . . . . . . . . . RCFD 2333 3,388,000
17. Mortgage indebtedness and obligations
under capitalized leases . . . . . . . RCFD 2910 31,000
18. Bank's liability on acceptances executed
and outstanding . . . . . . . . . . . . RCFD 2920 572,000
19. Subordinated notes and debentures . . . RCFD 3200 1,227,000
20. Other liabilities (from Schedule RC-G) RCFD 2930 6,911,000
21. Total liabilities (sum of items 13
through 20) . . . . . . . . . . . . . . RCFD 2948 78,769,000
22. Limited-life preferred stock and related
surplus . . . . . . . . . . . . . . . . RCFD 3282 0
EQUITY CAPITAL
23. Perpetual preferred stock and related
surplus . . . . . . . . . . . . . . . . RCFD 3838 500,000
24. Common stock . . . . . . . . . . . . . RCFD 3230 1,002,000
25. Surplus (exclude all surplus related to
preferred stock) . . . . . . . . . . . RCFD 3839 528,000
26. a. Undivided profits and capital
reserves . . . . . . . . . . . . . . RCFD 3632 2,915,000
b. Net unrealized holding gains (losses)
on available-for-sale securities . . RCFD 8434 (5,000)
27. Cumulative foreign currency translation
adjustments . . . . . . . . . . . . . . RCFD 3284 (372,000)
28. Total equity capital (sum of items 23
through 27) . . . . . . . . . . . . . . RCFD 3210 4,568,000
29. Total liabilities, limited-life
preferred stock, and equity capital (sum
of items 21, 22, and 28) . . . . . . . RCFD 3300 83,337,000
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 Number
1995...................................RCFD 6724 N/A
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 = Directors' 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.
STATE OF NEW YORK,
BANKING DEPARTMENT
I, PETER M. PHILBIN, Deputy Superintendent of Bank of the
State of New York, DO HEREBY APPROVE the annexed Certificate
entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8005 OF THE
BANKING LAW," dated March 20, 1996, providing for an increase in
authorized capital stock from $1,351,666,670 consisting of
85,166,667 shares with a par value of $10 each designated as
Common Stock and 500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock to $1,501,666,670 consisting
of 100,166,667 shares with a par value of $10 each designated as
Common Stock and 500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
WITNESS, MY HAND AND OFFICIAL SEAL OF THE BANKING DEPARTMENT AT
THE CITY OF NEW YORK,
THIS 21ST DAY OF MARCH IN THE YEAR OF OUR LORD ONE
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THOUSAND NINE HUNDRED AND NINETY-SIX.
/s/ Peter M. Philbin
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Deputy Superintendent of Banks
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
_____________________________
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust
Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was
filed by the Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is
hereby amended to increase the aggregate number of shares which
the corporation shall have authority to issue and to increase the
amount of its authorized capital stock in conformity therewith.
4. Article III of the organization certificate with
reference to the authorized capital stock, the number of shares
into which the capital stock shall be divided, the par value of
the shares and the capital stock outstanding, which reads as
follows:
"III. The amount of capital stock which the corporation is
hereafter to have is One Billion, Three Hundred Fifty One
Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy
Dollars ($1,351,666,670), divided into Eighty-Five Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(85,166,667) shares with a par value of $10 each designated as
Common Stock and 500 shares with a par value of One Million
Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is
hereafter to have is One Billion, Five Hundred One Million,
Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars
($1,501,666,670), divided into One Hundred Million, One
Hundred Sixty Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated
as Common Stock and 500 shares with a par value of One Million
Dollars ($1,000,000) each designated as Series Preferred
Stock."
6. The foregoing amendment of the organization certificate
was authorized by unanimous written consent signed by the holder
of all outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this
certificate this 20th day of March , 1996.
/s/ James T. Byrne, Jr.
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James T. Byrne, Jr.
Managing Director
/s/ Lea Lahtinen
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Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is
an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the
foregoing certificate and knows the contents thereof, and that
the statements herein contained are true.
/s/ Lea Lahtinen
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Lea Lahtinen
Sworn to before me this 20th day
of March, 1996.
/s/ Sandra L. West
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Notary Public
SANDRA L. WEST
Notary Public State of New York Counterpart filed in the
No. 31-4942101 Office of the Superintendent of
Qualified in New York County Banks, State of New York,
Commission Expires This 21st day of March, 1996
September 19, 1996