AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MARCH 19, 1998
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
incorporation or organization) Identification No.)
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 Executive 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, New York, New York 10019
220 N.W. Second Avenue 212-603-2000
Portland, Oregon 97209
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. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================
Title of Proposed
each maximum Proposed
class of offering maximum
securities Amount price aggregate Amount of
to be to be per offering registration
registered registered share* price* fee
---------------------------------------------------------------
Common
Stock,
$3 1/6 Par 2,500,000
Value shares $27.16 $67,900,000 $20,030.50
---------------------------------------------------------------
Common
Share
Purchase 2,500,000
Rights rights ** -- -- --
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*Calculated, pursuant to Rule 457(c) solely for the purpose of
determining the registration fee, based on the average of the
high and low prices of the Common Stock on March 17, 1998 on the
Nasdaq National Market.
**Since no separate consideration is paid for the Common Share
Purchase Rights (Rights), the registration fee for such
securities is included in the fee for the Common Stock. The
value attributable to the Rights,if any, is reflected in the
market price of the Common Stock.
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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 Commission,
acting pursuant to said Section 8(a), may determine.
=================================================================
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
SUBJECT TO COMPLETION, DATED MARCH 19, 1998
PROSPECTUS
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NORTHWEST NATURAL GAS COMPANY
COMMON STOCK
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Northwest Natural Gas Company (the "Company") intends from
time to time to issue and sell an aggregate not to exceed
2,500,000 authorized but unissued shares of its common stock, par
value $3 1/6 per share (the "Common Stock"), and the common share
purchase rights appurtenant thereto (the "Rights" and, together
with the 2,500,000 shares of Common Stock, the "Shares"), on
terms to be determined at the times of sale. For each issue of
the Shares for which this Prospectus will be delivered, there
will be an accompanying Prospectus Supplement that will set forth
the terms of the offering. The Common Stock is traded in the
over-the-counter market. Its price and volume data are reported
on the Nasdaq Stock Market National Market System using the
symbol "NWNG".
-------------------------
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. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Shares may be sold directly by the Company or through
agents designated from time to time or through underwriters or
dealers. If any agents of the Company or any underwriters are
involved in the sale of the Shares in respect of which this
Prospectus will be delivered, the names of such agents or
underwriters, and the initial price to the public, any applicable
commissions or discounts and the net proceeds to the Company, or
the means of determining the same, will be set forth in an
accompanying Prospectus Supplement. The Company may indemnify
agents and underwriters against certain civil liabilities,
including liabilities under the Securities Act of 1933, as
amended. See "Plan of Distribution".
The date of this Prospectus is March , 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"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, 1997;
2. The Company's Current Report on Form 8-K dated February
27, 1998; and
3. The Company's Registration Statement on Form 8-A 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; provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Section 13
of the Exchange Act prior to the filing with the Commission of
the Company's most recent Annual Report on Form 10-K (the "Latest
Annual Report") shall not be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of the
Latest Annual Report. 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 is principally engaged in the distribution of
natural gas to customers in western Oregon and southwestern
Washington, including the Portland metropolitan area. The
Company and its predecessors have supplied gas service to the
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public since 1859. 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.
USE OF PROCEEDS AND FINANCING PROGRAM
The net proceeds to be received by the Company from the sale
of the Shares 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 and to repay
short-term debt incurred for such purpose.
The Company expects its utility construction expenditures in
1998 to aggregate $90 million, and in the five-year period, 1998-
2002, to aggregate between $500 million and $550 million.
The Company estimates that approximately 50% of the funds
required for utility purposes during the 1998-2002 period will be
internally generated and that the balance will be funded through
short-term borrowings which will be refinanced periodically
through the sale of long-term debt and equity securities,
including the Shares, in such amounts and at such times as the
Company's cash requirements and market conditions shall
determine.
DESCRIPTION OF THE SHARES
The following is a summary of certain rights and privileges
of the Shares. This summary description does not purport to be
complete. Reference is made to the Restated Articles of
Incorporation and the Bylaws of the Company and the Rights
Agreement, filed as exhibits to the Registration Statement, for
complete statements. The following statements are qualified in
their entirety by such references.
Dividends and Liquidation Rights: Except as hereinafter
stated, the Common Stock is entitled to receive such dividends as
are declared by the Board of Directors and to receive ratably on
liquidation any assets which remain after payment of liabilities.
The Company's Preferred and Preference Stock are entitled in
preference to the Common Stock (1) to cumulative dividends at
the annual rate fixed for each series by the Board of Directors,
and (2) in voluntary and involuntary liquidation, to the amounts
fixed for each series by the Board of Directors, plus in each
case, unpaid accumulated dividends.
Dividend Limitations: Should dividends on either the
Preferred or the Preference Stock be in arrears, no dividends on
the Common Stock may be paid or declared. Except with the
consent of the holders of a majority of the Preferred Stock then
outstanding, no dividends on the Common Stock or the Preference
Stock may be paid or declared unless the Preferred Stock purchase
and sinking fund obligations have been met for that year. Future
series of the Preferred or the Preference Stock could contain
sinking fund, purchase or redemption obligations under which no
dividends on the Common Stock may be paid or declared while such
obligations are in default. Common Stock dividends also may be
restricted by the provisions of future instruments pursuant to
which the Company may issue long-term debt.
Voting Rights: Except as provided by law or as described
below, only the Common Stock has voting rights. Cumulative
voting is permitted by the Restated Articles of Incorporation to
holders of Common Stock at elections of directors. The Preferred
Stock has the special right to elect the smallest number of
directors which constitutes at least one-fourth of the total
number of directors, or two directors, whichever is greater, if
payments of four quarterly dividends or more on any share or
shares of Preferred Stock should be in arrears.
Classification of the Board of Directors: The Board of
Directors of the Company may consist of not less than nine nor
more than 13 persons, as determined by the Board, divided into
3
three classes as nearly equal in number as possible. The current
number is 12. One class is elected for a three-year term at each
annual meeting of shareholders. Vacancies, including those
resulting from an increase in the size of the Board, may be
filled by a majority vote of the directors then in office. One
or more of the directors may be removed, with or without cause,
by the affirmative vote of the holders of not less than two-
thirds of the shares entitled to vote thereon; provided, however,
that if fewer than all of the directors should be candidates for
removal, no one of them shall be removed if the votes cast
against such director's removal would be sufficient to elect such
director if then cumulatively voted at an election of the class
of directors of which such director shall be a part. Except for
those persons nominated by the Board, no person shall be eligible
for election as a director unless a request from a shareholder
entitled to vote in the election of directors that such person be
nominated and such person's consent thereto shall be delivered to
the Secretary of the Company in advance of the meeting at which
such election shall be held. The foregoing provisions may not be
amended or repealed except by the affirmative vote of the holders
of not less than two-thirds of the shares entitled to vote at an
election of directors. The foregoing provisions will not apply
to directors, if any, elected by the holders of the Preferred
Stock.
Transactions with Related Persons: The Company shall not
enter into any business transaction with a related person or in
which a related person shall have an interest (except
proportionately as a shareholder of the Company) without first
obtaining both (1) the affirmative vote of the holders of not
less than two-thirds of the outstanding shares of the capital
stock of the Company not held by such related person, and (2) the
determination of a majority of the continuing directors that the
cash or fair market value of the property, securities or other
consideration to be received per share by the holders, other than
such related person, of the shares of each class or series of the
capital stock of the Company in such business transaction shall
not be less than the highest purchase price paid by such related
person in acquiring any of its holdings of shares of the same
class or series, unless the continuing directors by a majority
vote shall either (a) have expressly approved the acquisition of
the shares of the capital stock of the Company that caused such
related person to become a related person, or (b) have expressly
approved such business transaction. As used in this paragraph: a
"business transaction" includes a merger, consolidation,
reorganization or recapitalization, a purchase, sale, lease,
exchange or mortgage of all or a substantial part (10% or more)
of the property of the Company or a related person, an issuance,
sale or exchange of securities and a liquidation, spin-off or
dissolution; a "related person" includes a person, organization
or group thereof owning 10% or more of the capital stock of the
Company; "continuing directors" are those whose nominations for
directorship shall have been approved by a majority of the
directors in office on April 9, 1984 or by a majority of the then
continuing directors. The foregoing provisions may not be
amended or repealed except by the affirmative vote of the holders
of not less than two-thirds of the shares of the capital stock of
the Company (other than shares held by related persons).
Preemptive Rights: The holders of the Common Stock have no
preemptive rights.
Other Provisions: The issued and outstanding shares of the
Company's Common Stock are, and the Common Stock offered hereby
will be, fully paid and nonassessable.
Transfer Agent and Registrar: The Company is the transfer
agent and registrar for the Common Stock.
Common Share Purchase Rights: The holders of the Common
Stock have one Right for each of their shares. Each Right,
initially evidenced by and traded with the Common Stock, entitles
the holder to purchase one-tenth of a share of Common Stock at a
Purchase Price of $6.67, subject to adjustment. The Rights will
be exercisable only if a person or group ("Person") shall acquire
ownership of 15% or more of the Common Stock (such Person being
hereinafter referred to as an "Acquiring Person") or shall
announce a tender offer, the consummation of which would result
in such Person becoming an Acquiring Person.
If any Person shall have become an Acquiring Person, each
Right, other than Rights owned by the Acquiring Person (which
shall be void), may be exercised by its holder to purchase, at a
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50% discount, shares of Common Stock having a market value equal
to 20 times the Purchase Price. If a Person shall have become an
Acquiring Person but shall not have acquired ownership of 50% or
more of the Common Stock, the Board of Directors may provide for
the exchange of all or a part of the Rights (other than Rights
which shall be void as described above) for Common Stock at a
ratio of one share per Right.
In the event that (i) the Company shall consolidate or merge
with any other person, (ii) any person shall consolidate or merge
with the Company and the Company shall be the surviving
corporation and, in connection therewith, all or part of the
Common Stock shall be changed into or exchanged for stock or
other securities of any person (including the Company) or cash or
any other property, or (iii) the Company shall sell or otherwise
transfer, assets or earning power aggregating 50% or more of the
assets or earning power of the Company to any other person, each
Right, except Rights owned by an Acquiring Person (which shall be
void), may be exercised by its holder to purchase, at a 50%
discount, shares of common stock of the other person having a
market value equal to 20 times the Purchase Price.
At any time prior to any Person becoming an Acquiring
Person, the Board of Directors may redeem the Rights at a price
of $.01 per Right. The Rights will expire on March 15, 2006
unless they are exchanged or redeemed (as described above)
earlier than that date.
The issuance of Common Stock upon exercise of the Rights
will be subject to any necessary regulatory approvals.
The Rights have anti-takeover effects because they will
cause substantial dilution of the Common Stock if a Person
attempts to acquire the Company on terms not approved by the
Board of Directors.
PLAN OF DISTRIBUTION
The Company may sell the Shares in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. Each Prospectus Supplement will set forth the terms of
the offering of the Shares offered thereby, including the name or
names of any underwriters, the purchase price of such Shares and
the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
If underwriters are used in the sale, the Shares will be
acquired by the underwriters for their own account and may be
sold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The Shares
may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters as
may be designated by the Company, or directly by one or more of
such firms. The underwriter or underwriters with respect to a
particular underwritten offering of Shares will be named in the
Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to
purchase the Shares offered thereby will be subject to certain
conditions precedent, and the underwriters will be obligated to
purchase all such Shares if any are purchased.
The Shares may be sold directly by the Company or through
agents designated by the Company from time to time. Each
Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Shares in respect of which
such Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless
5
otherwise indicated in such Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
If so indicated in a Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the Shares offered
thereby from the Company at the public offering price set forth
in such Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date
in the future. Such contracts will be subject to those
conditions set forth in such Prospectus Supplement, which will
set forth the commission payable for solicitation of such
contracts.
Agents and underwriters may be entitled under agreements
entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended.
EXPERTS
The financial statements as of and for the year ended
December 31, 1997 incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31,
1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
The financial statements as of and for the years ended
December 31, 1995 and 1996 incorporated by reference in this
Prospectus by reference to the Annual Report on Form 10-K for the
year ended December 31, 1997 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report,
which is incoprorated 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.
The statements made as to matters of law and legal
conclusions in the documents incorporated in this Prospectus by
reference and under "Description of Common Stock" herein and, if
any, in the accompanying Prospectus Supplement have been reviewed
by Mark S. Dodson, Esquire, Portland, Oregon. Mr. Dodson is
General Counsel of the Company. These statements and conclusions
are set forth in reliance upon the opinion of Mr. Dodson given
upon his authority as an expert. As of March 19, 1998, Mr.
Dodson owned no shares of the Company's common stock. Mr. Dodson
has been granted an option to purchase 5,000 shares at a price of
$27.875, the market price of the shares on the date such option
was granted.
LEGALITY
The legality of the Shares will be passed upon for the
Company by Mr. Dodson and by Messrs. Reid & Priest LLP, New York,
New York, and for the underwriters by Messrs. Simpson Thacher &
Bartlett, New York, New York. Messrs. Reid & Priest LLP and
Messrs. Simpson Thacher & Bartlett may rely on the opinion of Mr.
Dodson as to legal matters arising under Oregon and Washington
law.
6
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 $ 20,030.50
Legal fees . . . . . . . . . . . . . . 70,000.00
Accounting fees and expenses . . . . 20,000.00
Printing and engraving . . . . . . . . 35,000.00
Miscellaneous expense . . . . . . . . 31,469.50
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Total expenses . . . . . . . . . . . $176,500.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Oregon Business Corporation Act (the "Act") provides, in
general, that a director or officer of a corporation who has been
or is threatened to be made a defendant in a legal proceeding
because that person is or was a director or officer of the
corporation:
(1) shall be indemnified by the corporation for all expenses of
such litigation when the director or officer is wholly successful
on the merits or otherwise;
(2) may be indemnified by the corporation for the expenses,
judgments, fines and amounts paid in settlement of such
litigation (other than a derivative lawsuit, as described below)
if he or she acted in good faith and in a manner reasonably
believed to be in, or at least not opposed to, the best interests
of the corporation (and, in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful); and
(3) may be indemnified by the corporation for expenses of a
derivative lawsuit (a suit by a shareholder alleging a breach by
a director or officer of a duty owed to the corporation) if he or
she acted in good faith and in a manner reasonably believed to be
in, or at least not opposed to, the best interests of the
corporation, provided the director or officer is not adjudged
liable to the corporation.
The Act also authorizes the advancement of litigation expenses to
a director or officer upon receipt of a written affirmation of
the director's or officer's good faith belief that the standard
of conduct in Section (2) or (3) above has been met and 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.
II-1
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 Underwriting Agreement.
4(a)* - Restated Articles of Incorporation, as filed
and effective June 24, 1988, as amended
December 8, 1992, December 1, 1993 and
May 27, 1994 (filed as Exhibit (3a.) to
Form 10-K for 1994).
4(b)* - Bylaws as amended December 18, 1997 (filed
as Exhibit (3b.) to Form 10-K for 1997).
4(c)* - Rights Agreement, dated as of February 27,
1996, between the Company and Boatmen's
Trust Company, ChaseMellon Shareholder
Services as successor, which includes as
Exhibit A thereto the form of a Right
Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares
(filed as Exhibit 1 to Form 8-A, dated
February 27, 1996).
5(a) - Opinion of Mark S. Dodson, Esq.
5(b) - Opinion of Reid & Priest LLP.
23(a) - Consent of Deloitte & Touche LLP.
II-2
23(b) - Consent of Price Waterhouse LLP. Consents
of Mark S. Dodson, Esq., and Reid & Priest
LLP are included in their opinions filed,
respectively, as Exhibit 5(a) and
Exhibit 5(b).
24 - Power of Attorney (see page II-4).
--------------------
* 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,
individually 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
II-3
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indem-
nification 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 on the following page 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.
II-4
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 19th day of
March, 1998.
NORTHWEST NATURAL GAS COMPANY
By: /s/ Richard G. Reiten
-----------------------
Richard G. Reiten
President and Chief Executive Officer
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/ Richard G. Reiten Principal Executive Officer, March 19, 1998
------------------------- and Director
Richard G. Reiten
President and Chief
Executive Officer
/s/ Bruce R. DeBolt Principal Financial March 19, 1998
------------------------- Officer
Bruce R. DeBolt
Senior Vice President,
Finance, and Chief
Financial Officer
/s/ D. James Wilson Principal Accounting March 19, 1998
------------------------- Officer
D. James Wilson
Treasurer and Controller
/s/ Mary Arnstad
-------------------------
Mary Arnstad
/s/ Thomas E. Dewey, Jr.
-------------------------
Thomas E. Dewey, Jr.
/s/ Tod R. Hamachek
-------------------------
Tod R. Hamachek
/s/ Richard B. Keller
-------------------------
Richard B. Keller
/s/ Wayne D. Kuni
-------------------------
Wayne D. Kuni
/s/ Randall C. Pape Directors March 19, 1998
-------------------------
Randall C. Pape
/s/ Robert L. Ridgley
-------------------------
Robert L. Ridgley
/s/ Dwight A. Sangrey
-------------------------
Dwight A. Sangrey
/s/ Melody C. Teppola
-------------------------
Melody C. Teppola
/s/ Russell F. Tromley
-------------------------
Russell F. Tromley
/s/ Benjamin R. Whiteley
-------------------------
Benjamin R. Whiteley
II-5
INDEX TO EXHIBITS
Exhibit
-------
1 Form of Underwriting Agreement.
4(a)* Restated Articles of Incorporation, as filed and
effective June 24, 1988, as amended December 8, 1992,
December 1, 1993 and May 27, 1994 (filed as Exhibit
(3a.) to Form 10-K for 1994).
4(b)* Bylaws as amended December 18,1997 (filed as
Exhibit (3b.) to Form 10-K for 1997).
4(c)* Rights Agreement, dated as of February 27, 1996,
between the Company and Boatmen's Trust Company,
ChaseMellon Shareholder Services as successor, which
includes as Exhibit A thereto the form of a Right
Certificate and as Exhibit B thereto the Summary of
Rights to Purchase Common Shares (filed as Exhibit 1
to Form 8-A, dated February 27, 1996).
5(a) Opinion of Mark S. Dodson, Esq.
5(b) Opinion of Reid & Priest LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Price Waterhouse LLP. Consents of Mark S.
Dodson, Esq., and Reid & Priest LLP are included in
their opinions filed, respectively, as Exhibit 5(a)
and Exhibit 5(b).
24 Power of Attorney (see page II-4).
-------------------------
* Previously filed