UNDERWRITING AGREEMENT
----------------------
NORTHWEST NATURAL GAS COMPANY
Common Stock
Price to the Company: $ [<bullet>] per Share
[<bullet>], 1998
To the Underwriters named in Schedule I hereto
Dear Sirs:
Northwest Natural Gas Company, an Oregon corporation
(the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to you the aggregate number of
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 Common Stock, the
"Shares") set forth opposite your respective names in Schedule I
hereto (such aggregate number of Shares being referred to herein
as the "Firm Shares"), at the price to the Company set forth
above. In addition, for the sole purpose of covering over-
allotments in connection with the sale of such securities, the
Company proposes to grant to you an option (the "Option") to
purchase from the Company, in the same proportions as set forth
in Schedule I hereto, not more than an additional [<bullet>]
Shares (the Shares purchased by you upon exercise of the Option
are referred to herein as the "Option Shares") exercisable within
the period of 30 days from the date hereof, at the Price to the
Company set forth above. As used herein (except in Sections 2
and 6 hereof where it shall include only the Firm Shares), the
term "Securities" shall be deemed to include both the Firm Shares
and the Option Shares. As used herein, the term "New Common
Stock" shall be deemed to include the aggregate number of shares
of Common Stock included as part of both the Firm Shares and the
Option Shares, and the term "New Rights" shall be deemed to
include the aggregate number of Rights included as part of both
the Firm Shares and the Option Shares.
1. Representations and Warranties of the Company. The
---------------------------------------------
Company represents and warrants to, and agrees with, each of you
that:
(a) A registration statement on Form S-3 with respect
to the Securities has been prepared by the Company in
conformity with the requirements of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations
(the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Act, has been filed
with the Commission and has become effective. Copies of the
registration statement, together with all amendments, if
any, and of the prospectus contained therein, in the form in
which it became effective, including the documents
incorporated in such prospectus by reference, have here-
tofore been delivered to you. The registration statement in
the form in which it most recently became effective, includ-
ing all exhibits thereto, is referred to hereinafter as the
"Registration Statement". The prospectus, including the
documents incorporated therein by reference, contained in
the Registration Statement is referred to hereinafter as the
"Prospectus"; provided, that, when, on or after the date
hereof, the Prospectus shall be supplemented with respect to
the Securities (the "Prospectus Supplement") in a filing
with the Commission pursuant to Rule 424(b) under the Act,
"Prospectus", for all purposes of this Agreement, except
this Section 1, shall mean the Prospectus as so
supplemented;
(b) No stop order with respect to the Registration
Statement has been issued by the Commission under the Act
and no proceeding therefor of which the Company has received
notice has been instituted; the Registration Statement, at
the time it became effective, conformed in all material
respects to the requirements of the Act and the Rules and
Regulations; neither the Prospectus on the date hereof
contains, nor the Registration Statement at the time it
became effective contained, an untrue statement of a
material fact, and neither the Prospectus on the date hereof
omits, nor the Registration Statement at the time it became
effective omitted, to state a material fact required to be
stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were
made, not misleading; and each document incorporated by
reference in the Prospectus and filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), conformed when so filed in all material respects to
the requirements of the Exchange Act and the applicable
rules and regulations thereunder;
(c) Since the respective dates as of which information
is given in the Prospectus, there has not been any material
adverse change in the business, property or financial
condition of the Company, and there has not been any
material transaction entered into by the Company other than
transactions in the ordinary course of business and
transactions referred to in, or contemplated by, the
Prospectus; and the Company does not have any material
contingent obligation which is not disclosed in the
Prospectus;
(d) The consummation by the Company of the
transactions herein contemplated and the fulfillment of the
terms hereof will not result in a breach of any of the terms
or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust or other
agreement or instrument to which the Company is a party or
by which it is bound or to which any of the property of the
Company is subject, or any order, rule or regulation
applicable to the Company of any court or governmental
agency or body having jurisdiction over the Company or any
of its properties; no approval, authorization, consent or
order of any public board or body is legally required for
the issuance and sale of the Securities by the Company
hereunder, except such as may be issued by the Public
Utility Commission of Oregon and the Washington Utilities
and Transportation Commission or be required under the Act
or state securities laws;
(e) The financial statements, together with related
notes, incorporated by reference in the Prospectus present
fairly the financial position and the results of operations
of the Company on the bases set forth in such statements and
related notes at the dates or for the periods to which they
apply; and such statements and related notes have been
prepared in accordance with generally accepted principles of
accounting, consistently applied throughout the periods
involved, except as otherwise stated therein;
(f) The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Oregon, and is qualified to do business and is in good
standing as a foreign corporation in the State of
Washington, with power (corporate and other) to own its
properties and conduct its business as described in the
Prospectus and each of the Company's subsidiaries has been
duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its
incorporation, with full power and authority to own or lease
its properties and conduct its business, and is duly
qualified to do business and is in good standing in each
jurisdiction in which the character of the business
conducted by it or the location of the properties owned or
leased by it makes such qualification necessary;
(g) All of the outstanding shares of the capital stock
of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable; when the
shares of New Common Stock shall have been delivered against
payment therefor as provided herein, they will have been
duly and validly authorized and issued and fully paid and
non-assessable; when the New Rights have been issued in
accordance with the terms of the Rights Agreement dated as
of February 27, 1996 between the Company and Boatmen's Trust
Company (ChaseMellon Shareholder Services, successor), they
will have been duly and validly authorized and issued; and
the Securities conform to the description thereof contained
in the Prospectus; and
(h) Other than as set forth in the Prospectus, there
are no legal, governmental or administrative proceedings
pending to which the Company is a party or of which any
property of the Company is the subject, the outcome of
which, in the opinion of the Company, would singly or in the
aggregate have a material adverse effect on the business,
property or financial position of the Company; and, to the
best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or
threatened by others.
2. Purchase and Sale. Subject to the terms and
-----------------
conditions herein set forth, the Company agrees to sell to each
of you, and each of you agrees, severally and not jointly, to
purchase from the Company, at the Price to the Company set forth
in Schedule I hereto, the Securities in the amounts set forth
opposite your respective names in Schedule I hereto.
In addition, the Company hereby grants to you the
Option. The Option may be exercised, in whole or in part, on one
occasion during the term thereof by written notice from you to
the Company. Such notice shall set forth the number of Option
Shares as to which the Option is being exercised and specify the
date of delivery of, and payment for, such Option Shares, which
date shall be neither earlier than the latter of the Time of
Delivery or the second business day after the date of exercise
nor later than the seventh business day after the date of exer-
cise.
3. Offering. Subject to the terms and conditions
--------
herein set forth, you will make an offering of the Securities
upon the terms and conditions set forth in the Prospectus.
4. Payment and Delivery. Delivery of the Firm Shares
--------------------
and payment therefor, in New York Clearing House funds payable to
the order of the Company, shall be made at the office of Reid &
Priest LLP, 40 West 57th Street, New York, New York, at 10:00
A.M., New York City time, on the [<bullet>] business day after
the date hereof, or at such other place, time and date as shall
be agreed upon in writing by the Company and you. The hour and
date of such delivery and payment are herein called the "Time of
Delivery".
The Firm Shares shall be delivered to you for your
respective accounts in fully registered form and in such
authorized denominations and registered in such names as you may
reasonably request in writing not later than 2:00 P.M., New York
City time, on the second business day preceding the Time of
Delivery, or to the extent not so requested, registered in your
respective names in such authorized denominations as the Company
shall determine. The Company agrees to make the Securities
available to you for checking purposes not later than 2:00 P.M.,
New York City time, on the last full business day preceding the
Time of Delivery, at the office of Bankers Trust Company, or at
such other place, time or date as may be agreed upon between the
Company and you.
Delivery of the Option Shares and payment therefor, in
New York Clearing House funds payable to the order of the
Company, shall be made at the office of Reid & Priest LLP, 40
West 57th Street, New York, New York, at 10:00 A.M., New York
City time, on the date specified by you in accordance with
Section 2 hereof, or at such other place, time and date as shall
be agreed upon in writing by the Company and you. The hour and
date of such delivery and payment are herein called the "Option
Shares Time of Delivery".
The Option Shares shall be delivered to you for your
respective accounts in fully registered form and in such
authorized denominations and registered in such names as you may
reasonably request in writing not later than 2:00 P.M., New York
City time, on the second business day preceding the Option Shares
Time of Delivery, or to the extent not so requested, registered
in your respective names in such authorized denominations as the
Company shall determine. The Company agrees to make the Option
Shares available to you for checking purposes not later than 2:00
P.M., New York City time, on the last full business day preceding
the Option Shares Time of Delivery, at the office of Bankers
Trust Company, or at such other place, time or date as may be
agreed upon between the Company and you.
If any one or more of you shall default on your
obligation or obligations to purchase and pay for the Securities
which you have agreed herein to purchase and pay for (such of you
which shall have so defaulted being referred to herein as a
"Defaulting Underwriter"), the Company shall immediately give
written notice thereof to each of you which shall not have so
defaulted (the "Non-defaulting Underwriters") or, if one or more
of you shall have executed this Agreement as the representative
or representatives of the Underwriters named in Schedule I here-
to, to such representative or representatives, and the Non-
defaulting Underwriters shall have the right, within 24 hours
after the receipt of such notice by the Non-defaulting
Underwriters or their representative or representatives, to
determine to purchase or to procure one or more others, members
of the National Association of Securities Dealers, Inc. ("NASD")
and satisfactory to the Company, to purchase, upon the terms
herein set forth, the amount of the Securities which the De-
faulting Underwriter so agreed to purchase. If the Non-
defaulting Underwriters shall determine to exercise such right,
they shall give notice to the Company of such determination
within 24 hours after their receipt of notice from the Company of
such default, and, thereupon, the Time of Delivery shall be post-
poned for such period, not exceeding three business days, as the
Company shall determine, in order that the required changes in
the Registration Statement, the Prospectus and any other
documents or arrangements may be effected. If, in the event of
such a default, the Non-defaulting Underwriters shall fail to
give such notice or, within such 24-hour period, shall give
notice to the Company that the Non-defaulting Underwriters will
not exercise such right, this Agreement may be terminated by the
Company, upon notice given to the Non-defaulting Underwriters (or
their representative or representatives), within a further period
of 24 hours. If the Company shall not elect to so terminate this
Agreement, it shall have the right:
(a) to require the Non-defaulting Underwriters to
purchase and pay for the respective amounts of the
Securities which they have severally agreed to
purchase hereunder and, in addition, to purchase
and pay for (in proportion to their respective
commitments hereunder except as may be otherwise
determined by the Non-defaulting Underwriters) the
amount of the Securities which the Defaulting
Underwriter shall have failed to purchase up to
10% of the respective amounts of the Securities
which the Non-defaulting Underwriters have
otherwise agreed to purchase, and/or
(b) to procure one or more others, members of the
NASD, to purchase, upon the terms herein set
forth, the amount of the Securities which the
Defaulting Underwriter agreed to purchase or that
portion thereof which the Non-defaulting Under-
writers shall not be obligated to purchase
pursuant to the foregoing clause (a).
In the event the Company shall exercise its rights under (a)
and/or (b) above, the Company shall give notice thereof to the
Non-defaulting Underwriters (or their representative or
representatives) within such further period of 24 hours, and,
thereupon, the Time of Delivery shall be postponed for such
period, not exceeding three business days, as the Company shall
determine, in order that the required changes in the Registration
Statement, the Prospectus and any other documents or arrangements
may be effected.
Any action taken by the Company under this Section 4
shall not relieve any Defaulting Underwriter from liability in
respect of its obligations under this Agreement. Termination by
the Company under this Section 4 shall be without liability on
the part of the Company or any Non-defaulting Underwriter;
provided, however, that such termination shall not affect the
payment obligations set forth in Section 5 hereof.
5. Covenants of the Company. The Company agrees with
------------------------
each of you that it will:
(a) Promptly deliver to you a copy of the Registration
Statement and of all amendments thereto (in each case
including copies of all documents (other than exhibits)
incorporated therein by reference and all exhibits filed
therewith), either signed or certified by an officer of the
Company, and including a copy of each consent and opinion
included therein or filed as an exhibit thereto, either
signed or certified by an officer of the Company, and as
many unsigned copies of the Registration Statement and such
amendments, as you may reasonably request. The Company also
will deliver to you as soon as practicable after the date of
this Agreement and thereafter from time to time, during such
period of time as a prospectus relating to the Securities is
required to be delivered under the Act, as many copies of
the Prospectus, including any amendments or supplements
thereto, as you may reasonably request for the purposes of
the Act.
(b) Promptly advise you (i) when any amendment of the
Registration Statement shall have become effective, (ii) of
any request by the Commission for any amendment of the
Registration Statement or the Prospectus, and (iii) of the
issuance of any stop order under the Act with respect to the
Registration Statement or the institution of any proceedings
therefor of which the Company shall have received notice.
The Company will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt
removal thereof, if issued. The Company will not file any
amendment to the Registration Statement or supplement to the
Prospectus unless the Company has furnished to you a copy
for your review prior to filing.
(c) Pay all expenses and taxes (excluding any transfer
taxes) in connection with (i) the preparation and filing by
it of the Registration Statement and the Prospectus, (ii)
the preparation and delivery of this Agreement, (iii) all
corporate and regulatory actions precedent to the issuance
and delivery of the Securities, (iv) the issuance and
delivery of the Securities, (v) except as provided in
Section 5(d) hereof, the printing and delivery to you of
reasonable quantities of the Registration Statement, the
Prospectus and any amendment or supplement, (vi) the fees
and expenses of any transfer agent and registrar, and (vii)
the qualification of the Securities for offering and sale
under state securities laws, including the fees, not to
exceed $5,000, and disbursements of your counsel in
connection with such qualification as provided in Section
5(f) hereof and in connection with blue sky surveys.
(d) During such period of time (not exceeding nine
months) after the effective date of the Registration
Statement as you may be required by law to deliver a
prospectus, if either the Company shall become aware or you
shall advise the Company in writing of the occurrence of any
event which should be set forth in a supplement to or an
amendment of the Prospectus in order to make the Prospectus
not misleading in the light of then existing circumstances,
the Company will forthwith, at its expense, prepare and
furnish to you a reasonable number of copies of a supplement
or an amendment to the Prospectus which will supplement or
amend the Prospectus so that as so supplemented or amended
it will not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to
make the statements therein, in the light of then existing
circumstances, not misleading. In case any of you shall be
required to deliver a prospectus after the expiration of
nine months from the date of this Agreement, the Company,
upon your request, will furnish to you, at your expense, a
reasonable quantity of a supplemented or amended prospectus,
or supplements or amendments to the Prospectus complying
with Section 10(a) of the Act.
(e) Make generally available to its security holders,
as soon as practicable, an earning statement (which need not
be audited) covering a period of 12 months beginning on the
first day of the Company's fiscal quarter next succeeding
the effective date of the Registration Statement.
(f) Furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the
Securities for offer and sale under the securities or blue
sky laws of such jurisdictions as you may designate, and
file and make in each year such statements or reports as are
or may be reasonably required by the laws of such
jurisdictions; provided, however, that the Company shall not
be required to qualify as a foreign corporation or dealer in
securities, or to file any consents to service of process
under the laws of any jurisdiction, or to meet other
requirements deemed by the Company to be unduly burdensome;
and provided, further, that the provisions of this
-------- -------
subsection (f) shall not apply so long as the Securities are
"covered securities" within the meaning of Section 18 of the
Act and any rules and regulations thereunder.
(g) Except for sales of equity securities pursuant to
shareholder and employee plans, during the period beginning
on the date of this Agreement and continuing to and
including the 45th day following the Time of Delivery, not
to offer, sell, continue to sell or otherwise dispose of any
other of its securities of the same class as the Securities
without your prior consent.
All fees and disbursements of your counsel (exclusive
of fees and expenses of such counsel which are to be paid by the
Company as set forth in subsection (vii) of Section 5(c) hereof)
shall be paid by you; provided, however, that if this Agreement
shall be terminated in accordance with the provisions of Section
6, 7 or 9 hereof, the Company shall reimburse you for the amount
of such fees and disbursements. The Company shall not be
required to pay any amount for any of your expenses except as
provided in the preceding sentence. The Company shall not in any
event be liable to any of you for damages on account of the loss
of anticipated profits.
6. Conditions of Your Obligations to Purchase the
----------------------------------------------
Securities. Your several obligations to purchase and pay for
-----------
the Securities shall be subject to the accuracy in all material
respects of the representations and warranties of the Company set
forth in Section 1 hereof as of the date hereof, to the accuracy
of the statements of officers of the Company made in any
certificate given pursuant to the provisions hereof, to the per-
formance by the Company of its obligations hereunder to be
performed at or prior to the Time of Delivery, and to the follow-
ing additional conditions:
(a) (i) No stop order suspending the effectiveness of
the Registration Statement shall be in effect at the Time of
Delivery; no order of the Commission directed to the
adequacy or accuracy of any document incorporated by
reference therein shall be in effect at such date; and no
proceedings for any such purpose shall be pending before, or
threatened by, the Commission on such date, and you shall
have received a certificate dated the Time of Delivery and
signed by an executive officer of the Company to the effect
that no such order is in effect and that no proceedings for
any such purpose are pending before, or to the knowledge of
the Company threatened by, the Commission; (ii) there shall
not have been any change in the capital stock of the Company
nor any material increase in the short-term or long-term
debt of the Company (other than in the ordinary course of
business) from that set forth or contemplated in the
Registration Statement or the Prospectus (or any amendment
or supplement thereto); (iii) there shall not have been,
since the respective dates as of which information is given
in the Registration Statement and the Prospectus (or any
amendment or supplement thereto), except as may otherwise be
stated in the Registration Statement and Prospectus (or any
amendment or supplement thereto), any material adverse
change in the business, property, financial condition or
results of operations of the Company and its subsidiaries
taken as a whole; and (iv) the Company and its subsidiaries
shall not have any liabilities or obligations, direct or
contingent (whether or not in the ordinary course of
business), that are material to the Company and its
subsidiaries taken as a whole, other than those reflected in
the Registration Statement or the Prospectus (or any
amendment or supplement thereto).
(b) At the Time of Delivery, there shall be in full
force and effect orders of the Public Utility Commission of
Oregon authorizing and of the Washington Utilities and
Transportation Commission establishing compliance with
applicable statutory provisions with respect to the issuance
and sale of the New Common Stock on the terms and conditions
herein set forth, and containing no provision unacceptable
to you by reason of the fact that it is materially adverse
to the Company (it being understood that no order in effect
on the date hereof contains any such unacceptable
provision).
(c) At the Time of Delivery, you shall have received
from Mark S. Dodson, Esq., General Counsel of the Company,
Reid & Priest LLP, of counsel to the Company, and Simpson
Thacher & Bartlett, your counsel, opinions, dated the Time
of Delivery, in substantially the form and substance
prescribed in Exhibits A, B and C hereto.
(d) At the Time of Delivery, Price Waterhouse LLP
shall have furnished to you a letter, dated the Time of
Delivery, to the effect that:
(i) They are independent public accountants with
respect to the Company within the meaning of the Act
and the applicable published Rules and Regulations;
(ii) In their opinion, the financial statements
examined by them and incorporated by reference in the
Registration Statement comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the published
rules and regulations thereunder;
(iii) On the basis of limited procedures, not
constituting an examination made in accordance with
generally accepted auditing standards, including a
reading of the latest available interim financial
statements of the Company, if any, a reading of the
minute books of the Company since December 31, 1997,
inquiries of officials of the Company responsible for
financial and accounting matters and such other
inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused
them to believe that:
(A)(1) any material modifications should be
made to the unaudited condensed consolidated
financial statements incorporated by reference in
the Registration Statement for them to be in
conformity with generally accepted accounting
principles, or (2) the unaudited condensed
consolidated financial statements incorporated by
reference in the Registration Statement do not
comply with the applicable accounting requirements
of the Exchange Act as they apply to Form 10-Q and
the related published rules and regulations;
(B) at the date of the latest available
interim balance sheet of the Company and at a
subsequent specified date not more than five days
prior to the Time of Delivery, there has been any
change in the capital stock (except for (I) Shares
issued under the Company's Dividend Reinvestment
and Stock Purchase Plan, 1985 Stock Option Plan or
Employee Stock Purchase Plan or a successor to any
such plan, (II) Shares issued upon the conversion
of the Company's Convertible Debentures, and (III)
shares of Preferred Stock purchased or redeemed
pursuant to or in anticipation of sinking and
purchase funds with respect to the Company's
Preferred Stock), or any increase in the long-term
debt of the Company, or any decrease in net
assets, in each case as compared with amounts
shown in the balance sheet as of the date of the
latest financial statements incorporated by refer-
ence in the Registration Statement, except in each
case for changes, increases or decreases which the
Registration Statement discloses have occurred or
may occur, which were occasioned by the
declaration of dividends or which are described in
such letter; or
(C) for the 12-month period for which the
latest unaudited financial statements are avail-
able, there were any decreases, as compared with
the latest 12-month period for which financial
statements are incorporated by reference in the
Prospectus, in operating revenues, net income and
earnings available for common stock, except in
each case for decreases which the Registration
Statement discloses have occurred or may occur,
which were occasioned by the declaration of
dividends or which are described in such letter;
and
(iv) They have performed certain other specified
procedures with respect to certain amounts and
percentages set forth in the Registration Statement or
in the documents incorporated by reference therein, as
have been requested by your counsel and approved by the
Company, and have found them to be in agreement with
the records of the Company and the computations to be
arithmetically correct.
(e) At the Time of Delivery, you shall have received a
certificate, dated the Time of Delivery and signed by an
executive officer of the Company, to the effect that (i) the
Company's representations and warranties set forth in
Section 1 hereof are true and correct at and as of the Time
of Delivery with the same effect as if made at and as of the
Time of Delivery; provided, that, (A) if any post-effective
amendment to the Registration Statement shall have been
filed subsequent to the date hereof, the Registration State-
ment referred to in Section 1(b) hereof shall be deemed, for
the purposes of such certificate, to include such amendment,
(B) if the Prospectus Supplement shall have been filed
pursuant to Rule 424 under the Act, the Prospectus referred
to in Sections 1(b), (c), (e), (f) and (g) hereof shall be
deemed, for the purposes of such certificate, to be the
Prospectus as so supplemented, and (C) the Company's
representations and warranties with respect to the accuracy
and sufficiency of the Prospectus shall not apply to any
statements or omissions in the Prospectus Supplement made in
reliance upon and in conformity with the information
furnished in writing to the Company, by or on behalf of you,
specifically for use therein, (ii) the Company has performed
all of its obligations hereunder to be performed at or prior
to the Time of Delivery, (iii) if the Company shall have
been required to file the Prospectus Supplement with the
Commission pursuant to Rule 424(b) under the Act, the
Company has done so, and (iv) the orders described in
Section 6(b) hereof are in full force and effect.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall be
satisfactory in form and substance to your counsel.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization", as
defined for purposes of Rule 436(g) under the Act, that (i)
it is downgrading its rating assigned to any debt securities
or preferred or preference stock of the Company, or (ii) it
is reviewing its rating assigned to, or placing on credit
watch, any debt securities or preferred or preference stock
of the Company with a view to downgrading, or with negative
implications, or direction not determined.
(h) Subsequent to the date of this Agreement, there
shall not have occurred (i) any material change in or
affecting the business, properties, financial condition or
results of operations of the Company and its subsidiaries
taken as a whole not contemplated by the Prospectus or any
amendment or supplement thereto (including the documents
incorporated by reference therein at the date thereof),
which in your opinion, would materially and adversely affect
the market for the Securities, or (ii) any event or
development relating to or involving the Company or any
officer or director of the Company which makes any statement
made in the Prospectus or any amendment or supplement
thereto (including the documents incorporated by reference
therein at the date thereof) untrue or which, in the opinion
of the Company and its counsel or you and your counsel,
requires the making of any addition to or change in the
Prospectus or any amendment or supplement thereto in order
to state a material fact required by the Act to be stated
therein or necessary in order to make the statements therein
not misleading, if amending or supplementing the Prospectus
to reflect such event or development would, in your opinion,
adversely affect the market for the Securities.
(i) The Securities shall be approved for trading, or
shall be capable of being traded, in the Nasdaq National
Market.
In case any of the conditions specified above in this
Section 6 shall not have been fulfilled at the Time of Delivery,
this Agreement may be terminated by one or more of you which have
agreed to purchase, in the aggregate, 50% or more of the
Securities, upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in Section 5 hereof.
6A. Conditions to Your Obligations to Purchase Option
-------------------------------------------------
Shares. Your several obligations to purchase and pay for the
-------
Option Shares shall be subject to the accuracy in all material
respects of the representations and warranties of the Company set
forth in Section 1 hereof as of the date hereof, to the accuracy
of the statements of the officers of the Company made in any
certificate given pursuant to the provisions hereof, to the per-
formance by the Company of its obligations hereunder to be
performed at or prior to the Option Shares Time of Delivery, and
to the following additional conditions:
(a) (i) No stop order suspending the effectiveness of
the Registration Statement shall be in effect at the Option
Shares Time of Delivery; no order of the Commission directed
to the adequacy or accuracy of any document incorporated by
reference therein shall be in effect at such date; and no
proceedings for any such purpose shall be pending before, or
threatened by, the Commission on such date, and you shall
have received a certificate dated the Option Shares Time of
Delivery and signed by an executive officer of the Company
to the effect that no such order is in effect and that no
proceedings for any such purpose are pending before, or to
the knowledge of the Company threatened by, the Commission;
(ii) there shall not have been any change in the capital
stock of the Company nor any material increase in the short-
term or long-term debt of the Company (other than in the
ordinary course of business) from that set forth or
contemplated in the Registration Statement or the Prospectus
(or any amendment or supplement thereto); (iii) there shall
not have been, since the respective dates as of which
information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), except
as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto) any
material adverse change in the business, property, financial
condition or results of operations of the Company and its
subsidiaries taken as a whole; (iv) the Company and its
subsidiaries shall not have any liabilities or obligations,
direct or contingent (whether or not in the ordinary course
of business), that are material to the Company and its
subsidiaries taken as a whole, other than those reflected in
the Registration Statement or the Prospectus (or any
amendment or supplement thereto).
(b) At the Option Shares Time of Delivery there shall
be in full force and effect orders of the Public Utility
Commission of Oregon authorizing and of the Washington
Utilities and Transportation Commission establishing
compliance with applicable statutory provisions with respect
to the issuance and sale of the New Common Stock on the
terms and conditions herein set forth, and containing no
provision unacceptable to you by reason of the fact that it
is materially adverse to the Company (it being understood
that no order in effect on the date hereof contains any such
unacceptable provision).
(c) At the Option Shares Time of Delivery, you shall
have received from Mark S. Dodson, Esq., General Counsel of
the Company, Reid & Priest LLP, of counsel to the Company,
and Simpson Thacher & Bartlett, your counsel, opinions,
dated the Option Shares Time of Delivery, with respect to
the Option Shares in substantially the form and substance
prescribed in Exhibits A, B and C hereto.
(d) At the Option Shares Time of Delivery, Price
Waterhouse LLP shall have furnished to you a letter, dated
the Option Shares Time of Delivery, to the effect set forth
in Section 6(d) hereof.
(e) At the Option Shares Time of Delivery, you shall
have received a certificate, dated the Option Shares Time of
Delivery and signed by an executive officer of the Company,
to the effect that (i) the Company's representations and
warranties set forth in Section 1 hereof are true and
correct at and as of the Option Shares Time of Delivery with
the same effect as if made at and as of the Option Shares
Time of Delivery; provided, that, (A) if any post-effective
amendment to the Registration Statement shall have been
filed subsequent to the date hereof, the Registration
Statement referred to in Section 1(b) hereof shall be
deemed, for the purposes of such certificate, to include
such amendment, (B) if the Prospectus Supplement shall have
been filed pursuant to Rule 424 under the Act, the
Prospectus referred to in Sections 1(b), (c), (e), (f) and
(g) hereof shall be deemed, for the purposes of such
certificate, to be the Prospectus as so supplemented, and
(C) the Company's representations and warranties with
respect to the accuracy and sufficiency of the Prospectus
shall not apply to any statements or omissions in the
Prospectus Supplement made in reliance upon and in
conformity with the information furnished in writing to the
Company, by or on behalf of you, specifically for use
therein, (ii) the Company has performed all of its obliga-
tions hereunder to be performed at or prior to the Option
Shares Time of Delivery, (iii) if the Company shall have
been required to file the Prospectus Supplement with the
Commission pursuant to Rule 424(b) under the Act, the
Company has done so, and (iv) the orders described in
Section 6A(b) hereof are in full force and effect.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall be
satisfactory in form and substance to your counsel.
(g) There shall not have been any announcement by any
"nationally recognized statistical rating organization", as
defined for purposes of Rule 436(g) under the Act, that (i)
it is downgrading its rating assigned to any debt securities
or preferred or preference stock of the Company, or (ii) it
is reviewing, or placing on credit watch, its rating
assigned to any debt securities or preferred or preference
stock of the Company with a view to possible downgrading, or
with negative implications, or direction not determined.
(h) Subsequent to the date of this Agreement, there
shall not have occurred (i) any material change in or
affecting the business, properties, financial condition or
results of operations of the Company and its subsidiaries
taken as a whole not contemplated by the Prospectus or any
amendment or supplement thereto (including the documents
incorporated by reference therein at the date thereof),
which in your opinion, would materially and adversely affect
the market for the Securities, or (ii) any event or
development relating to or involving the Company or any
officer or director of the Company which makes any statement
made in the Prospectus or any amendment or supplement
thereto (including the documents incorporated by reference
therein at the date thereof), untrue or which, in the
opinion of the Company and its counsel or you and your
counsel, requires the making of any addition to or change in
the Prospectus or any amendment or supplement thereto in
order to state a material fact required by the Act to be
stated therein or necessary in order to make the statements
therein not misleading, if amending or supplementing the
Prospectus, to reflect such event or development would, in
your opinion, adversely affect the market for the
Securities.
(i) The Securities shall be approved for trading, or
shall be capable of being traded, in the Nasdaq National
Market.
In case any of the conditions specified above in this
Section 6A shall not have been fulfilled at the Option
Shares Time of Delivery, this Agreement may be terminated as
to the parties' obligations in respect of the Option Shares
by one or more of you which have agreed to purchase, in the
aggregate, 50% or more of the Securities, upon notice
thereof to the Company. Any such termination shall be
without liability of any party to any other party, except as
otherwise provided in Section 5 hereof.
7. Conditions of Company's Obligation. The obligation
----------------------------------
of the Company to deliver the Firm Shares at the Time of Delivery
and the Option Shares at the Option Shares Time of Delivery shall
be subject to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at the Time of
Delivery or the Option Shares Time of Delivery, as the case
may be; no order of the Commission directed to the adequacy
or accuracy of any document incorporated by reference
therein shall be in effect at such date; and no proceedings
for any such purpose shall be pending before, or threatened
by, the Commission on such date.
(b) At the Time of Delivery or the Option Shares Time
of Delivery, as the case may be, there shall be in full
force and effect orders of the Public Utility Commission of
Oregon authorizing and of the Washington Utilities and
Transportation Commission establishing compliance with
applicable statutory provisions with respect to the issuance
and sale of the New Common Stock on the terms and conditions
herein set forth, and containing no provisions unacceptable
to the Company by reason of the fact that it is materially
adverse to the Company (it being understood that no order in
effect on the date hereof contains any such unacceptable
provision).
In case any of the conditions specified above in this
Section 7 shall not have been fulfilled at the Time of Delivery
or the Option Shares Time of Delivery, as the case may be, this
Agreement may be terminated by the Company, upon notice thereof
to you. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in Section
5 hereof.
8. Indemnifications.
----------------
(a) The Company agrees to indemnify and hold harmless
each of you and each person who controls any of you within
the meaning of Section 15 of the Act against any and all
losses, claims, damages or liabilities, joint or several, to
which you and they or any of you or them may become subject
under the Act, the Exchange Act or any other statute or
common law, and to reimburse each of you and each such
controlling person for any legal or other expenses (includ-
ing, to the extent hereinafter provided, reasonable counsel
fees) incurred by you or them in connection with
investigating any such losses, claims, damages or liabili-
ties or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in
the Registration Statement or Prospectus as amended or
supplemented (if any amendments or supplements thereto shall
have been furnished) or the omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading;
provided, however, that the indemnity agreement contained in
this subsection (a) shall not apply to any such losses,
claims, damages, liabilities, expenses or actions arising
out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission,
if such statement or omission was made in reliance upon
written information furnished to the Company by or on behalf
of any of you specifically for use in connection with the
preparation of the Registration Statement, the Prospectus
or any amendment or supplement to either thereof; and
provided, further, that the indemnity agreement contained in
this paragraph shall not inure to the benefit of any of you
(or of any of your controlling persons) on account of any
losses, claims, damages, liabilities, expenses or actions
arising from the sale of any of the Securities to any person
if a copy of the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been
furnished), excluding any document incorporated by reference
therein, shall not have been sent or given to such person
with or prior to the written confirmation of the sale
involved, unless such failure is the result of non-
compliance by the Company with Section 5(a) hereof. The
indemnity agreement of the Company contained in this Section
8(a) and the representations and warranties of the Company
contained in Section 1 hereof shall remain operative and in
full force and effect, regardless of any investigation made
by or on behalf of any of you or any such controlling per-
son, and shall survive the delivery of the Securities. The
indemnity agreement of the Company contained in this Section
8(a) shall be in addition to any liability which the Company
may otherwise have to an indemnified party hereunder.
(b) Each of you, severally, agrees to indemnify and
hold harmless the Company, its directors, each of its
officers who shall have signed the Registration Statement
and each person who controls the Company within the meaning
of Section 15 of the Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange
Act or any other statute or common law, and to reimburse
each of them for any legal or other expenses (including, to
the extent hereinafter provided, reasonable counsel fees)
incurred by them in connection with investigating any such
losses, claims, damages or liabilities or in connection with
defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or
are based upon any untrue statement or alleged untrue state-
ment of a material fact contained in the Registration State-
ment or Prospectus as amended or supplemented (if any
amendments or supplements thereto shall have been furnished)
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, if such
statement or omission was made in reliance upon written
information furnished to the Company by or on behalf of any
of you specifically for use in connection with the prepa-
ration of the Registration Statement, the Prospectus or any
amendment or supplement to either thereof. Your respective
indemnity agreements contained in this Section 8(b) and the
representations and warranties of each of you which shall
have signed this Agreement contained in Section 12 hereof
shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person,
and shall survive the delivery of the Securities. The
indemnity agreement of each of you contained in this Section
8(b) shall be in addition to any liability which you may
otherwise have to an indemnified party hereunder.
(c) Each of the Company and you, severally, agrees
that, upon the receipt of notice of the commencement of any
action against it, any of its directors or officers, or any
person controlling it as aforesaid, in respect of which
indemnity may be sought on account of any indemnity
agreement contained herein, it will promptly give a notice
of the commencement thereof to the party or parties against
whom indemnity shall be sought hereunder, but the omission
so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties
from any liability which it or they may have to the
indemnified party otherwise than on account of such
indemnity agreement. In case such notice of any such action
shall be so given, such indemnifying party shall be entitled
to participate at its own expense in the defense or, if it
so elects, to assume (in conjunction with any other
indemnifying parties) the defense of such action, in which
event such defense shall be conducted by counsel chosen by
such indemnifying party or parties. If the indemnifying
party shall elect to assume the defense of such action, any
indemnified party or parties who shall be defendant or de-
fendants in such action shall have the right to employ
separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel
retained by it or them shall be at the expense of such
indemnified party or parties unless (i) the employment of
such counsel has been specifically authorized in writing by
the indemnifying party or parties or (ii) counsel chosen by
the indemnifying party or parties as aforesaid shall not be
satisfactory to the indemnified party or parties or shall
for any reason be unable to act for or continue to act for
such indemnified party or parties; provided, however, that
in any case or cases to which the foregoing clause (ii)
shall apply, the indemnifying party or parties shall not, in
connection with any one such action or separate but
substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all
such indemnified parties, which firm shall be chosen by the
indemnified party or parties and satisfactory to the
indemnifying party or parties. If the indemnifying party
shall elect not to assume the defense of such action, such
indemnifying party will reimburse such indemnified party or
parties for the reasonable fees and expenses of any counsel
retained by them.
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in Sections 8(a) or (b) hereof shall be due in
accordance with its terms but for any reason shall be
unavailable or insufficient to hold any indemnified party
thereunder harmless in respect of any losses, claims,
damages or liabilities referred to therein, the Company and
each of you severally shall contribute to the aggregate
losses, claims, damages and liabilities to which the Company
and one or more of you may be subject, as a result of such
losses, claims, damages or liabilities, in such proportion
as is appropriate to reflect the relative fault of the
Company on the one hand and each of you on the other in con-
nection with the statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any
other equitable considerations, including, with respect only
to any losses, claims, damages or liabilities referred to in
Section 8(a) hereof, relative benefit. Relative fault shall
be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one
hand, or you, on the other, and the parties' relative
intent, knowledge and access to information and opportunity
to correct or prevent such statement or omission. The
relative benefits received by the Company on the one hand
and you on the other shall be deemed to be in the same pro-
portion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by the
Company bear to the total underwriting discounts and
commissions received by you with respect to the offering of
the Securities. Notwithstanding the foregoing, no person
guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The Company and you agree
that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined (i) by any
method of allocation which does not take account of the
equitable considerations referred to above in this Section
8(d), or (ii) with respect only to any losses, claims,
damages or liabilities referred to in Section 8(a) hereof,
by pro rata allocation (even if you were treated as one
entity for such purpose). The amount paid or payable by a
party entitled to contribution as a result of the losses,
claims, damages or liabilities referred to above in this
Section 8(d) shall be deemed to include any legal or other
expenses reasonably incurred by such party in connection
with investigating or defending any such action or claim.
For purposes of this Section 8(d), each person, if any, who
controls any of you within the meaning of Section 15 of the
Act shall have the same rights to contribution as you, and
each director and officer of the Company who shall have
signed the Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of
the Act shall have the same rights to contribution as the
Company, subject, in each case, to the fourth sentence of
this Section 8(d).
9. Termination.
-----------
(a) This Agreement shall be subject to termination at
any time prior to the Time of Delivery, or your exercise of
the Option may be rescinded at any time prior to the Option
Shares Time of Delivery, in your absolute discretion, upon
notice thereof to the Company, if prior to the Time of
Delivery or the Option Shares Time of Delivery, as the case
may be, (i) trading in securities generally on the New York
Stock Exchange, American Stock Exchange or Nasdaq National
Market shall have been suspended or materially limited, (ii)
a general moratorium on commercial banking activities in New
York or Oregon shall have been declared by either Federal or
state authorities, or (iii) there shall have occurred any
outbreak or escalation of hostilities or other international
or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the
financial markets of the United States is such as to make
it, in your judgment, impracticable or inadvisable to
commence or continue the offering of the Securities at the
offering price to the public set forth on the cover page of
the Prospectus (or any amendment or supplement thereto) or
to enforce contracts for the resale of the Securities by
you. This Agreement may also be terminated at any time
prior to the Time of Delivery, or your exercise of the
Option may be rescinded at any time prior to the Option
Shares Time of Delivery, upon notice thereof to the Company
if, in the judgment of one or more of you which have agreed
to purchase 50% or more of the Securities, the subject
matter of any amendment or supplement to the Registration
Statement or the Prospectus renders it either inadvisable to
proceed with the public offering of the Securities or inad-
visable to proceed with the delivery of the Securities to be
purchased hereunder. Any termination of this Agreement
pursuant to this Section 9 shall be without liability of any
party to any other party, except as otherwise provided in
Section 5 hereof.
(b) Notwithstanding any termination of this Agreement
pursuant to this Section 9, the provisions of Section 8
hereof shall remain in effect.
10. Notices. All statements, requests, notices and
-------
agreements hereunder shall be in writing or by telephone if
confirmed in writing within 24 hours, and if to you, shall be
sufficient in all respects if delivered or sent by registered
mail either to you at your address given on the last page hereof
or, if this Agreement shall have been executed on your behalf by
a representative as provided in Section 13 hereof, to your
representative at its address given on the last page hereof; and
if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to Northwest Natural Gas
Company, One Pacific Square, 220 N.W. Second Avenue, Portland,
Oregon 97209, Attention: Treasurer and Controller; provided,
however, that any notice to any of you pursuant to Section 8(c)
hereof shall be delivered or sent by registered mail to such
party at its principal executive offices.
11. Information for Use in Prospectus. The
---------------------------------
information specified in Schedule I hereto shall be deemed to
have been furnished in writing to the Company by you specifically
for use therein.
12. Representations and Warranties of Representatives
-------------------------------------------------
of the Underwriters. Each of the undersigned, if any, which has
--------------------
signed this Agreement as representative of the several
Underwriters represents and warrants to the Company that it has
full power and authority (a) to enter into this Agreement on
behalf of each of the Underwriters listed in Schedule I hereto,
and (b) to act on behalf of each of them with respect to the per-
formance of this Agreement. In all dealings hereunder, the
Company shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of all of you made or
given either by all of such undersigned representatives jointly
or by any of such undersigned representatives individually.
13. Miscellaneous.
-------------
(a) This Agreement shall be binding upon, and inure
solely to the benefit of, you, the Company and, to the ex-
tent provided in Section 8 hereof, the directors and
officers of the Company and each person who controls the
Company or any of you, and their respective heirs,
executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the
Securities from any of you shall be deemed a successor or
assign by reason merely of such purchase.
(b) This Agreement shall be construed in accordance
with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.
(c) This Agreement may be executed by any one or more
of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same
instrument.
(d) This Agreement has been prepared upon the
assumption that there will be more than one Underwriter
purchasing the Securities. Consequently, if there should be
only one Underwriter named in Schedule I hereto, this
Agreement shall be read in that light.
(e) As used in this Agreement, the term "business day"
shall mean any day, other than a Saturday or Sunday, on
which banks are open for business in the City of New York.
If the foregoing is in accordance with your
understanding, please sign and return to us the counterparts
hereof enclosed, and upon the acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding
agreement between you and the Company.
Very truly yours,
NORTHWEST NATURAL GAS COMPANY
By:
----------------------------------
Title:
-------------------------------
ACCEPTED at New York, New York,
as of the date first above written.
By: [<bullet>]
By
-----------------------------------------
Authorized Signatory
Address: [<bullet>]
By: [<bullet>]
By
-----------------------------------------
Authorized Signatory
Address: [<bullet>]
By: [<bullet>]
By
-----------------------------------------
Authorized Signatory
Address: [<bullet>]
For themselves and as Representatives of the
other Underwriters named in Schedule I to this
Underwriting Agreement.
SCHEDULE I
Amounts of Shares
to be Purchased
------------------
Underwriters
------------
----------
Total
==========
Information in the Prospectus Supplement deemed furnished
---------------------------------------------------------
pursuant to Section 11 of the Agreement:
---------------------------------------
The information with respect to the price to the public of
the Firm Shares and the Option Shares to be set forth on, and the
information to be set forth in the last paragraph of, the cover
page, the legends on the inside front cover page and the
information to be set forth in the [<bullet>] paragraphs under
the table under the caption "Underwriting".
EXHIBIT A
[LETTERHEAD OF MARK S. DODSON, ESQ.]
[<bullet>], 1998
[REPRESENTATIVES]
As Representatives of the other
several Underwriters named in Schedule I
to the Underwriting Agreement
dated [<bullet>], 1998
c/o [<bullet>]
Dear Sirs:
With reference to the issuance and sale by Northwest
Natural Gas Company (the "Company") pursuant to the Underwriting
Agreement, dated [<bullet>], 1998 (the "Agreement"), between the
Company and you of [<bullet>] shares of the Company's Common
Stock, $3-1/6 par value (the "Common Stock"), and the common
share purchase rights appurtenant thereto (the "Rights" and,
together with the Common Stock, the "Shares") please be advised
that, as General Counsel of the Company, I have participated in
the preparation of or reviewed (a) the registration statement re-
lating to the Shares filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Securities Act") (such registration statement, as
it became effective, being hereinafter called the "Registration
Statement"), (b) the prospectus, dated [<bullet>], 1998,
constituting a part of the Registration Statement, including the
documents incorporated therein by reference pursuant to Item 12
of Form S-3 on the date hereof, as supplemented by the prospectus
supplement, dated [<bullet>], 1998, filed with the Commission
pursuant to Rule 424(b) under the Securities Act (together, the
"Prospectus"); (c) the proceedings before the Public Utility
Commission of Oregon (the "OPUC") and the Washington Utilities
and Transportation Commission (the "WUTC") with respect to the
issuance and sale of the Common Stock and the order or orders for
the issuance and sale of Common Stock entered by such Commissions
in respect thereto; (d) the Restated Articles of Incorporation of
the Company, its Bylaws, the Rights Agreement dated February 27,
1996 between the Company and Boatmen's Trust company (ChaseMellon
Shareholder Services, successor) (the "Rights Agreement") and the
actions taken by its Board of Directors and the Executive
Committee thereof authorizing the issuance and sale of the
Shares; and (e) such other matters as I have deemed to be
necessary to enable me to render the opinions herein expressed.
I have not examined the Shares, except a specimen thereof, and
have relied upon a certificate of the transfer agent and the
registrar for the Shares as to the issuance, registration and
countersignature thereof.
In my examination of the documents referred to above, I
have assumed the authenticity of all such documents submitted to
me as originals, the genuineness of all signatures, the due
authority of the persons executing such documents and the
conformity to the originals of all documents submitted to me as
copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Oregon, is qualified to do business and is in good standing
in the State of Washington, and has power (corporate and
other) to own its properties and conduct its business as
described in the Prospectus.
2. The Company holds valid and subsisting franchises,
licenses, permits and consents, free from burdensome
restrictions and adequate for the conduct of its business as
and to the extent set forth in the Registration Statement.
3. All of the outstanding shares of capital stock of
the Company have been duly and validly authorized and issued
and are fully paid and non-assessable.
4. The Shares have been duly and validly authorized;
when the shares of Common Stock shall have been delivered
against payment therefor as provided in the Agreement, they
will have been duly and validly issued and will be fully
paid and non-assessable; and when the Rights shall have been
issued in accordance with the Rights Agreement, they will
have been duly and validly issued.
5. The Shares conform as to legal matters with the
description thereof contained in the Prospectus.
6. The Registration Statement has become, and on the
date hereof is, effective under the Securities Act, and, to
the best of my knowledge, no proceedings for a stop order
with respect thereto are pending under Section 8 of the
Securities Act, and no order directed to the adequacy or
accuracy of any document incorporated by reference in the
Registration Statement or Prospectus has been issued by the
Commission.
7. The OPUC has issued one or more orders authorizing
and the WUTC has issued one or more orders establishing
compliance with applicable statutory provisions with respect
to the issuance and sale by the Company of the Common Stock;
the issuance and sale of the Common Stock in accordance with
the Agreement are in conformity with the terms of such
orders; and no further approval, authorization, consent or
other order of any public board or body (other than in con-
nection or in compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required for the issuance and sale of the Shares on the
terms and conditions set forth in the Agreement.
8. The Agreement has been duly and validly au-
thorized, executed and delivered by or on behalf of the Com-
pany.
9. There are no legal, governmental or administrative
proceedings pending to which the Company is a party or of
which any property of the Company is the subject, other than
as set forth in the Prospectus and other than proceedings
incident to the kind of business conducted by the Company,
the outcome of which would not singly or in the aggregate
have a materially adverse effect on the financial position,
stockholders' equity or results of operations of the
Company; and, to the best of my knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others.
10. The statements made in the Prospectus as to
matters of law and legal conclusions which, as stated
therein, have been set forth therein on my authority as an
expert have been reviewed by me and are correct; and the
descriptions of legal and governmental proceedings contained
in the Prospectus are, to the best of my knowledge, accurate
and fairly present the information required to be shown
therein.
11. The consummation of the transactions contemplated
in the Agreement and the fulfillment of the terms thereof
will not result in a breach of any of the terms or
provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust or other agreement or
instrument known to me to which the Company is a party or by
which it is bound or to which any of the property of the
Company is subject, or the Restated Articles of
Incorporation or Bylaws of the Company or any order, rule or
regulation of any court or other governmental body having
jurisdiction over the Company or any of its property.
Based upon my examination of the Registration Statement
and the Prospectus and my familiarity, as General Counsel of the
Company, with its business and affairs, I have no reason to
believe either that the Registration Statement, as of the date
that it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement
of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that, in each case, no opinion or belief is expressed herein with
respect to the financial statements or other financial data of
the Company contained or incorporated by reference in the
Registration Statement or the Prospectus.
I am a member of the bar of the State of Oregon, but
not of the State of Washington. In rendering this opinion, I
have made such reviews of the laws of the State of Washington and
had such consultations with the Company's Washington State
counsel as I believe to be necessary to satisfy myself as to
questions of Washington law.
I have read the opinions of even date herewith rendered
to you by Reid & Priest LLP and Simpson Thacher & Bartlett, and I
concur in the conclusions therein expressed, insofar as such con-
clusions involve questions of Oregon and Washington law.
Reid & Priest LLP and Simpson Thacher & Bartlett, as to
matters governed by the laws of the State of Oregon or the State
of Washington, may rely upon this opinion as if it were addressed
directly to each of them; it being understood, however, that this
opinion may be relied upon by you and by them only in connection
with the issuance and sale of the Shares. This opinion may not
be relied upon by you or by them for any other purpose, or relied
upon by any other person without, in each instance, my prior
written consent.
Very truly yours,
MARK S. DODSON
EXHIBIT B
[LETTERHEAD OF REID & PRIEST LLP]
[<bullet>], 1998
[REPRESENTATIVES]
As Representatives of the other
several Underwriters named in Schedule I
to the Underwriting Agreement
dated [<bullet>], 1998
c/o
Ladies and Gentlemen:
With reference to the issuance and sale by Northwest
Natural Gas Company (the "Company") pursuant to the Underwriting
Agreement, dated [<bullet>], 1998 (the "Agreement"), between the
Company and you of [<bullet>] shares of the Company's Common
Stock, $3-1/6 par value ("Common Stock"), and the common share
purchase rights appurtenant thereto (the "Rights" and, together
with the Common Stock, the "Shares"), please be advised that, as
counsel to the Company, we have participated in the preparation
of or reviewed (a) the registration statement relating to the
Shares filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933
(the "Securities Act") (such registration statement, as it became
effective, being hereinafter called the "Registration State-
ment"), (b) the prospectus, dated [<bullet>], 1998, constituting
a part of the Registration Statement, including the documents in-
corporated therein by reference pursuant to Item 12 of Form S-3
on the date hereof, as supplemented by the prospectus supplement,
dated [<bullet>], 1998, filed with the Commission pursuant to
Rule 424(b) under the Securities Act (together, the "Pro-
spectus"); (c) the proceedings before the Public Utility
Commission of Oregon (the "OPUC") and the Washington Utilities
and Transportation Commission (the "WUTC") with respect to the
issuance and sale of the Common Stock and the orders entered by
such Commissions in respect thereto; (d) the Restated Articles of
Incorporation of the Company, its Bylaws, the Rights Agreement
dated February 27,1996 between the Company and Boatmen's Trust
Company (ChaseMellon Shareholder Services, successor) (the
"Rights Agreement") and the actions taken by its Board of
Directors and the Executive Committee thereof authorizing the
issuance and sale of the Shares; (e) and such other matters as we
have deemed to be necessary to enable us to render the opinions
herein expressed. We have not examined the Shares, except a spe-
cimen thereof, and have relied upon a certificate of the transfer
agent and the registrar for the Shares as to the issuance,
registration and countersignature thereof.
In our examination of the documents referred to above,
we have assumed the authenticity of all such documents submitted
to us as originals, the genuineness of all signatures, the due
authority of the persons executing such documents and the
conformity to the originals of all documents submitted to us as
copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Oregon, and is qualified to do business and is in good
standing in the State of Washington.
2. The Shares have been duly and validly authorized;
when the shares of Common Stock shall have been delivered
against payment therefor as provided in the Agreement, they
will have been duly and validly issued and will be fully
paid and non-assessable; and when the Rights shall have been
issued in accordance with the Rights Agreement, they will
have been duly and validly issued.
3. The Shares conform as to legal matters with the
description thereof contained in the Prospectus.
4. The Registration Statement has become, and on the
date hereof is, effective under the Securities Act, and, to
the best of our knowledge, no proceedings for a stop order
with respect thereto are pending under Section 8 of the
Securities Act, and no order directed to the adequacy or
accuracy of any document incorporated by reference in the
Registration Statement or Prospectus has been issued by the
Commission.
5. The Registration Statement, as of its effective
date, and the Prospectus, as of the time it was filed with
the Commission pursuant to Rule 424(b), complied as to form
in all material respects with the requirements of the
Securities Act, and the rules and regulations thereunder,
and the documents incorporated by reference in the Pro-
spectus on the date hereof complied as to form in all
material respects with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations
thereunder at the respective times at which such documents
were filed with the Commission, except that, in each case,
we express no opinion with respect to the financial state-
ments and other financial or statistical data contained or
incorporated by reference in the Registration Statement or
the Prospectus.
6. The OPUC has issued one or more orders authorizing
and the WUTC has issued one or more order establishing
compliance with applicable statutory provisions with respect
to the issuance and sale by the Company of the Common Stock;
the issuance and sale of the Common Stock in accordance with
the Agreement are in conformity with the terms of such
orders; and no further approval, authorization, consent or
other order of any public board or body (other than in
connection or in compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required for the issuance and sale of the Shares on the
terms and conditions set forth in the Agreement.
7. The Agreement has been duly and validly au-
thorized, executed and delivered by or on behalf of the Com-
pany.
In passing upon the form of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made therein by the Company and
take no responsibility therefor, except as set forth in paragraph
3 above. In the course of the preparation by the Company of the
Registration Statement, we had conferences with certain of its
officers and employees, with the General Counsel of the Company
and with Price Waterhouse LLP, the independent accountants. Our
examination of the Registration Statement and the Prospectus and
our discussions in the above-mentioned conferences did not
disclose to us any information which gives us reason to believe
either that the Registration Statement, as of the date that it
became effective, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement
of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that, in each case, no opinion or belief is expressed herein with
respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the
Registration Statement or the Prospectus.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts on the laws of the States of
Oregon and Washington. As to all matters of Oregon and
Washington law, we have relied, with your consent, upon an
opinion addressed to you of even date herewith of Mark S. Dodson,
Esq., General Counsel of the Company, whom we believe to be
qualified to pass upon such matters.
This opinion may be relied upon by you and, as to
matters governed by the laws of the State of New York, the
Securities Act and the Securities Exchange Act of 1934, by Mr.
Dodson, only in connection with the issuance and sale of the
Shares. This opinion may not be relied upon by you or him for
any other purpose, or relied upon by any other person for any
purpose, without, in each instance, our prior written consent.
Very truly yours,
REID & PRIEST LLP
EXHIBIT C
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
[<bullet>], 1998
[REPRESENTATIVES]
As Representatives of the other
several Underwriters named in Schedule I
to the Underwriting Agreement
dated [<bullet>], 1998
c/o
Ladies and Gentlemen:
We have acted as your counsel in connection with the
purchase by you of [<bullet>] shares of Common Stock, par value $
3-1/6 per share (the "Shares"), of Northwest Natural Gas Company,
an Oregon corporation (the "Company"), pursuant to the
underwriting agreement referred to above (the "Underwriting
Agreement").
We have examined the Registration Statement on Form S-3
(File No. 333-[<bullet>]) filed by the Company under the
Securities Act of 1933, as amended (the "Act"), as it became
effective under the Act (the "Registration Statement"); and the
Company's prospectus, dated [<bullet>], 1998, as supplemented by
the prospectus supplement, dated [<bullet>], 1998, (the
"Prospectus"), filed by the Company pursuant to Rule 424(b) of
the rules and regulations of the Securities and Exchange
Commission (the "Commission") under the Act, which pursuant to
Form S-3 incorporates by reference the Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 1997, the
Current Report on Form 8-K of the Company dated February 27,
1998, and the Registration Statement on Form 8-A dated February
27, 1996 (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, we have examined, and have relied as to matters of
fact upon, the documents delivered to you at the closing (except
the certificates representing the Shares, of which we have
examined a specimen), and upon originals or copies, certified or
otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such
other and further investigations, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing and subject to the
qualifications and limitations stated herein, we are of the
opinion that:
1. The Company has been duly incorporated and is
validly existing and in good standing as a corporation under
the laws of the State of Oregon.
2. The Shares have been duly authorized by the Company
and upon payment and delivery in accordance with the
Underwriting Agreement will be validly issued, fully paid
and non-assessable.
3. The statements made in the Prospectus under the
caption "Description of the Shares", insofar as they purport
to constitute summaries of the terms of the Company's Common
Stock constitute accurate summaries of the terms of such
Common Stock in all material respects.
4. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
All legal proceedings taken by the Company in
connection with the authorization and offering of the Shares and
the legal opinions dated the date hereof rendered to you by Mark
S. Dodson, Esq., General Counsel of the Company, and Reid &
Priest LLP, counsel for the Company, pursuant to the Underwriting
Agreement, are in form satisfactory to us. Insofar as the
opinions expressed herein relate to or are dependent upon matters
governed by the laws of the States of Oregon and/or Washington,
we have relied upon the opinion of Mark S. Dodson, Esq. We
express no opinion on matters relating to titles to property,
franchises or the lien of the Company's Mortgage and Deed of
Trust, dated as of July 1, 1946, as supplemented, to Bankers
Trust Company and Stanley Burg (successor Individual Trustee), as
Trustees.
We have not independently verified the accuracy,
completeness or fairness of the statements made or included in
the Registration Statement, the Prospectus or the Exchange Act
Documents and take no responsibility therefor, except as and to
the extent set forth in paragraph 3 above. In the course of the
preparation by the Company of the Registration Statement and the
Prospectus (excluding the Exchange Act Documents), we
participated in conferences with certain officers and employees
of the Company, with representatives of Price Waterhouse LLP and
with counsel to the Company. We did not prepare the Exchange Act
Documents; however, we reviewed the Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 1997 prior to
its filing with the Commission. Based upon our examination of
the Registration Statement, the Prospectus and the Exchange Act
Documents, our investigations made in connection with the
preparation of the Registration Statement and the Prospectus
(excluding the Exchange Act Documents) and our participation in
the conferences referred to above, (i) we are of the opinion that
the Registration Statement, as of its effective date, and the
Prospectus, as of [<bullet>], 1998, complied as to form in all
material respects with the requirements of the Act and the
applicable rules and regulations of the Commission thereunder and
that the Exchange Act Documents complied as to form when filed in
all material respects with the requirements of the Exchange Act
and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion with
respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act
Documents, and (ii) we have no reason to believe that the
Registration Statement, as of its effective date (including the
Exchange Act Documents on file with the Commission on such date),
contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading
or that the Prospectus (including the Exchange Act Documents)
contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no
belief with respect to the financial statements or other
financial or statistical data contained or incorporated by
reference in the Registration Statement, the Prospectus or the
Exchange Act Documents.
We are members of the Bar of the State of New York and
we do not express any opinion herein concerning any law other
than the law of the State of New York and the Federal law of the
United States and, to the extent set forth herein and in reliance
solely upon the aforesaid opinion of Mark S. Dodson, Esq., the
laws of the States of Oregon and Washington.
This opinion letter is rendered to you in connection
with the above-described transactions. This opinion letter may
not be relied upon by you for any other purposes, or relied upon
by, or furnished to, any other person, firm or corporation
without our prior written consent.
Very truly yours,
SIMPSON THACHER & BARTLETT