As filed with the Securities and Exchange Commission on October 31, 2002
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
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Oregon 93-0256722
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
220 N.W. Second Avenue
Portland, Oregon 97209
(Address of Principal (Zip Code)
Executive Offices)
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Northwest Natural Gas Company
Restated Stock Option Plan (formerly known as 1985 Stock Option Plan)
(Full title of plan)
C.J. Rue
220 N.W. Second Avenue
Portland, Oregon 97209
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 226-4211
Copy to:
Stuart Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
------------------- ---------- --------- --------- ------------
Common Stock, $3 1/6
par value (including 1,200,000
attached Rights to Shares $29.20 $35,040,000 $3,224
Purchase Common Stock)
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(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The calculation of the registration fee for the
shares to be registered is based on $29.20, which was the average of the
high and low prices of the Common Stock on October 29, 2002 as reported
on the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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This Registration Statement incorporates the contents of the Registrant's
Registration Statement on Form S-8 filed September 28, 1995, Registration
No. 33-63017.
Item 8. Exhibits.
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4.1 Restated Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 3a to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, File No. 0-994.
4.2 Bylaws of the Company, as amended. Incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, File No. 0-994.
4.3 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. Incorporated by reference to Exhibit 1 to Form 8-A,
dated February 27, 1996, File No. 0-994.
4.4 Amendment No. 1, dated as of October 5, 2001, to Rights Agreement,
dated as of February 27, 1996, between the Company and Boatmen's Trust
Company (Mellon Investor Services LLC, as successor). Incorporated by
reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, File No. 0-994.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, and State of Oregon on the 31st day of
October, 2002.
NORTHWEST NATURAL GAS COMPANY
By: /s/ RICHARD G. REITEN
------------------------
Richard G. Reiten
Chairman 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 October 31, 2002
-------------------------------- Officer, and Director
Richard G. Reiten
Chairman and Chief Executive
Officer
/s/ BRUCE R. DeBOLT Principal Financial October 31, 2002
-------------------------------- Officer
Bruce R. DeBolt
Senior Vice President, Finance,
and Chief Financial Officer
/s/ STEPHEN P. FELTZ Principal Accounting October 31, 2002
-------------------------------- Officer
Stephen P. Feltz
Treasurer and Controller
/s/ JOHN D. CARTER Director October 31, 2002
--------------------------------
John D. Carter
/s/ THOMAS E. DEWEY, JR. Director October 31, 2002
--------------------------------
Thomas E. Dewey, Jr.
/s/ C. SCOTT GIBSON Director October 31, 2002
--------------------------------
C. Scott Gibson
/s/ TOD R. HAMACHEK Director October 31, 2002
--------------------------------
Tod R. Hamachek
/s/ WAYNE D. KUNI Director October 31, 2002
--------------------------------
Wayne D. Kuni
/s/ RANDALL C. PAPE Director October 31, 2002
--------------------------------
Randall C. Pape
/s/ ROBERT L. RIDGLEY Director October 31, 2002
--------------------------------
Robert L. Ridgley
/s/ DWIGHT A. SANGREY Director October 31, 2002
--------------------------------
Dwight A. Sangrey
/s/ MELODY C. TEPPOLA Director October 31, 2002
--------------------------------
Melody C. Teppola
/s/ RUSSELL F. TROMLEY Director October 31, 2002
--------------------------------
Russell F. Tromley
/s/ RICHARD L. WOOLWORTH Director October 31, 2002
--------------------------------
Richard L. Woolworth
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EXHIBIT INDEX
Exhibit
Number Document Description
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4.1 Restated Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 3a to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, File No. 0-994.
4.2 Bylaws of the Company, as amended. Incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, File No. 0-994.
4.3 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. Incorporated by reference to Exhibit 1 to Form 8-A,
dated February 27, 1996, File No. 0-994.
4.4 Amendment No. 1, dated as of October 5, 2001, to Rights Agreement,
dated as of February 27, 1996, between the Company and Boatmen's Trust
Company (Mellon Investor Services LLC, as successor). Incorporated by
reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, File No. 0-994.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
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