-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJoAh6ZYUT9wXl2yxwFYfrJPfi3eMTlcnfmQMmvfUv6cRb7ndr6qXST5JtVmapIn RKWzZDU2qTzbG0XsHP1G1w== 0000073020-97-000022.txt : 19970620 0000073020-97-000022.hdr.sgml : 19970620 ACCESSION NUMBER: 0000073020-97-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST NATURAL GAS CO CENTRAL INDEX KEY: 0000073020 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 930256722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00994 FILM NUMBER: 97626397 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from __________ to __________ Commission file number 0-994 NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Full Title of Plan) NORTHWEST NATURAL GAS COMPANY 220 N. W. Second Avenue Portland, Oregon 97209 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) ITEM 4. FINANCIAL STATEMENTS Page ---- Financial Statements Report of Independent Accountants 1 Statement of Net Assets Available for Benefits, December 31, 1996 and 1995 2 Statement of Changes in Net Assets Available for Benefits, Years Ended December 31, 1996 and 1995 3 Notes to Financial Statements, Years Ended December 31, 1996 and 1995 4 Supplemental Information Required by ERISA, Year Ended December 31, 1996 Schedule 1 - Schedule of Assets Held for Investment Purposes 9 Schedule 2 - Schedule of Reportable Transactions 10 All other schedules have been omitted because the information required is included in the financial statements or the notes thereto or the requirements for submission of the schedules are not present. SIGNATURE 11 EXHIBIT 23 Consent of Independent Accountants NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1996 AND 1995 REPORT OF INDEPENDENT ACCOUNTANTS May 16, 1997 To the Participants and Administrator of the Northwest Natural Gas Company Retirement K Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Northwest Natural Gas Company Retirement K Savings Plan at December 31, 1996, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of Northwest Natural Gas Company Retirement K Savings Plan as of, and for the year ended December 31, 1995 were audited by other independent accountants whose report dated May 2, 1996 expressed an unqualified opinion on those statements. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for benefits and in Note 8 is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. Schedules 1 and 2 and the Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Portland, Oregon NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------- DECEMBER 31, 1996 1995 ---- ---- Investments - at fair value: Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund ....................... $ 10,934 $ 12,073 Fixed Income Investment Fund ............... 445,822 361,266 Balanced Investment Fund ................... 11,701,970 9,686,823 Bank and Government Investment Fund ........ 2,926,042 3,195,003 Common Stock Investment Fund ............... 16,313,347 12,694,321 Columbia Special Fund ......................... 5,911,756 3,861,067 Northwest Natural Gas Company Common Stock .... 9,172,895 7,448,721 Participant loans ............................. 343,679 327,285 ----------- ----------- Net assets available for benefits .................. $46,826,445 $37,586,559 =========== =========== The accompanying notes are an integral part of this statement. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1996 1995 ---- ---- Additions: Investment income ......................... $ 1,505,686 $ 834,341 Net appreciation (depreciation) in fair value of investments (Note 7) ................. 4,435,568 6,111,016 ------------ ------------ Net investment income (Note 8) ......... 5,941,254 6,945,357 ------------ ------------ Contributions: Elective and rollovers (Note 8) ........... 4,713,368 3,816,257 Employer (Note 8) ......................... 920,583 755,684 ------------ ------------ Total contributions .................... 5,633,951 4,571,941 ------------ ------------ Total additions ........................ 11,575,205 11,517,298 ------------ ------------ Deductions: Withdrawals (Note 8) ...................... (2,089,243) (1,643,540) Trustee fees and expenses ................. (246,076) (194,981) ------------ ------------ Total deductions ....................... (2,335,319) (1,838,521) ------------ ------------ Net increase in net assets available for benefits .................................. 9,239,886 9,678,777 Net assets available for benefits, beginning of year ............................. 37,586,559 27,907,782 ------------ ------------ Net assets available for benefits, end of year ................................... $ 46,826,445 $ 37,586,559 ============ ============ The accompanying notes are an integral part of this statement. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Northwest Natural Gas Company Retirement K Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan's provisions. GENERAL Northwest Natural Gas Company (the "Company") formerly had two employee savings plans. The Bargaining Unit Employee Savings Plan ("Bargaining Unit Plan") was established on January 1, 1988 as a trusteed, salary deferral plan for all employees of the Company who were covered by a collective bargaining agreement. The Northwest Natural Gas Company Employee Savings Plan ("Non-Bargaining Unit Plan"), adopted effective January 1, 1985, covered the remainder of employees. Effective December 31, 1991, the Bargaining Unit Plan and Non-Bargaining Unit Plan were merged into one plan and the plan name was changed to the Retirement K Savings Plan. Eligible employees may begin participation after three months of service with the Company. At December 31, 1996, the Plan had 1,224 participants of which 1,128 were active. CONTRIBUTIONS AND WITHDRAWALS Under the Plan, participants may elect to contribute, subject to Internal Revenue Code limitations, up to 15% of gross pay to the Plan through salary deferral. The Company contributes 50% of the first 4% contributed by each non-bargaining unit employee. The match for bargaining unit employees was 50% of employee contributions up to 4% for 1996 and 50% of employee contributions up to 3% for 1995. The maximum match is 2% of gross pay for non-bargaining unit and bargaining unit employees. Under the hardship withdrawal provisions of the Plan, participants may withdraw salary deferral amounts while still employed by the Company. INVESTMENT OPTIONS Participants may direct contributions in any of six investment options (four options represent collective investment funds managed by Columbia Trust Company). Fixed Income Investment Fund - a pooled investment fund which invests ---------------------------- in a diversified portfolio of investment-grade fixed income securities. Balanced Investment Fund - invests in the Fixed Income Investment Fund, ------------------------ the Common Stock Investment Fund, and the Cash Investment Fund (a pooled investment fund of money market instruments and/or money market funds with maturities of less than one year). Bank and Government Investment Fund - a pooled investment fund which ----------------------------------- invests in bank investment contracts that are insured by the Federal Deposit Insurance Corporation, government money market funds and short-term direct obligations of the U.S. Government. Common Stock Investment Fund - a pooled investment fund which invests ---------------------------- principally in equities and equity equivalents (convertible preferred stock, convertible bonds, etc.). NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) Columbia Special Fund - a publicly-traded mutual fund which invests in --------------------- securities considered more aggressive than the market as a whole. Northwest Natural Gas Company Stock - Funds are invested in common ----------------------------------- stock of Northwest Natural Gas Company. VESTING All contributions to participant accounts are fully vested and nonforfeitable at all times. PARTICIPANT LOANS The Plan provides for participant loans under certain guidelines. Participant loans are repaid through payroll deductions and participants' remaining account balances are used as collateral for the loan. Interest charged on the loans will equal the current U.S. National Bank of Oregon prime rate plus 1%. PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, a participant may receive the value of his or her account as a lump-sum distribution. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed in preparation of the Plan's financial statements. BASIS OF ACCOUNTING The financial statements are prepared using the accrual basis of accounting. VALUATION OF INVESTMENTS Net asset values of the Columbia Trust Company collective investment funds and the Columbia Special Fund are determined by the trustee on a daily basis. Investments in the Company's common stock are valued at the closing price on the last day of the year as quoted on the Nasdaq National Market tier of the Nasdaq Stock Market. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME Securities transactions are recorded on the date the securities are purchased or sold. Interest income is recorded as earned. The cost of securities sold is determined by the average cost method. PAYMENT OF BENEFITS Benefits are recorded when paid. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TERMINATION PROVISIONS In the event of any total or partial termination or discontinuance of the Plan, the accounts of all participants shall remain fully vested and nonforfeitable. The Company may continue the trust to pay benefits as they mature, or liquidate and distribute the net assets of the trust among participants and beneficiaries in proportion to their interests. 4. TRUSTEE FEES AND OTHER EXPENSES Certain expenses of administration and servicing of the Plan, including equipment, supplies, and payroll expenses of administrative and clerical personnel, are provided by the Company without charge to the Plan. Trustee expenses and investment manager fees are paid by the Plan. 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Columbia Trust Company which is the trustee as defined by the Plan. There were purchases of Northwest Natural Gas Company stock during the years ended December 31, 1996 and 1995 of 56,244 shares for $1,608,418 and 34,831 shares for $1,081,535, respectively. 6. FEDERAL INCOME TAX STATUS The Plan obtained its latest determination letter dated June 1, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 7. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS During 1996 and 1995, the Plan's investments (including investments bought or sold, as well as held during the period) appreciated (depreciated) in value as follows: 1996 1995 ---- ---- Columbia Trust Company Collective Investment Plan and Trust: Fixed Income Investment Fund ..... $ 19,199 $ 60,873 Balanced Investment Fund ......... 1,260,173 1,874,573 Bank and Government Investment Fund ............................ 169,806 201,019 Common Stock Investment Fund ..... 2,774,640 2,889,344 Columbia Special Fund ................ (473,904) 328,656 Northwest Natural Gas Company Common Stock ........................ 685,654 756,551 ----------- ----------- Total ....................... $ 4,435,568 $ 6,111,016 =========== =========== 8. FUND INFORMATION Net investment income, elective and rollover contributions, employer contributions, and withdrawals are as follows for the years ended December 31, 1996 and 1995: 1996 1995 ---- ---- Net Investment Income: Cash Investment Fund .......... $ 1,381 $ 1,144 Fixed Income Investment Fund .. 19,199 48,666 Balanced Investment Fund ...... 1,260,173 1,878,121 Bank and Government Investment Fund .......................... 169,806 208,275 Common Stock Investment Fund ... 2,774,640 2,902,374 Columbia Special Fund ........... 590,444 765,934 Northwest Natural Gas Common Stock......................... 1,096,511 1,140,843 Participant loans ............. 29,100 -- ---------- ---------- Total .................... $5,941,254 $6,945,357 ========== ========== Elective and Rollover Contributions: Fixed Income Investment Fund ..... $ 74,777 $ 55,129 Balanced Investment Fund ......... 1,192,003 890,950 Bank and Government Investment Fund .......................... 205,812 286,261 Common Stock Investment Fund ... 1,375,873 1,119,006 Columbia Special Fund .......... 897,113 717,222 Northwest Natural Gas Common Stock ......................... 967,790 747,689 ---------- ---------- Total ..................... $4,713,368 $3,816,257 ========== ========== NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 8. FUND INFORMATION (CONTINUED) 1996 1995 ---- ---- Employer Contributions: Fixed Income Investment Fund ...... $ 17,952 $ 11,965 Balanced Investment Fund .......... 209,340 179,216 Bank and Government Investment Fund ............................. 49,219 56,964 Common Stock Investment Fund ...... 282,800 212,087 Columbia Special Fund ............. 188,320 135,336 Northwest Natural Gas Common Stock ............................ 172,952 160,116 -------- -------- Total ........................ $920,583 $755,684 ======== ======== Withdrawals: Fixed Income Investment Fund ...... $ 49,322 $ 7,013 Balanced Investment Fund .......... 435,683 419,649 Bank and Government Investment Fund ............................. 356,271 550,705 Common Stock Investment Fund ...... 679,242 334,271 Columbia Special Fund ............. 138,275 59,984 Northwest Natural Gas Common Stock ............................ 425,593 269,189 Participant loans ................. 4,857 2,729 ---------- ---------- Total .................... $2,089,243 $1,643,540 ========== ========== 9. CONCENTRATION OF RISK The Plan's assets consist primarily of financial instruments including cash, the Company's common stock, mutual and collective funds, and participant loans. The financial instruments may subject the Plan to concentrations of risk, as the market value of securities is dependent on the ability of the issuer to honor its contractual commitments, and investments in common stock are subject to changes in market values of the stock. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN SCHEDULE 1 LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 - -------------------------------------------------------------------------------- IDENTITY OF ISSUE, BORROWER, NUMBER MARKET LESSOR OR SIMILAR PARTY OF SHARES COST VALUE ----------------------- --------- ---- ----- * Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund........... 8,215 $ 10,934 $ 10,934 Fixed Income Investment Fund... 76,569 395,038 445,822 Balanced Investment Fund....... 1,287,690 7,532,805 11,701,970 Bank and Government Investment Fund.............. 2,020,008 2,405,304 2,926,042 Common Stock Investment Fund... 1,189,933 8,825,421 16,313,347 Columbia Special Fund............. 297,821 6,200,815 5,911,756 * Northwest Natural Gas Company Common Stock..................... 382,204 7,037,059 9,172,895 ----------- ----------- 32,407,376 46,482,766 Participant loans (interest rates from 7% - 10%, maturities from 1/97 - 8/01).......................... 343,679 343,679 ----------- ----------- Total investments...................... $32,751,055 $46,826,445 =========== =========== * Represents identification of known party in interest of the plan. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN SCHEDULE 2 LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES FOR THE YEAR ENDED DECEMBER 31, 1996 - --------------------------------------------------------------------------------
CURRENT EXPENSES VALUE OF INCURRED ASSET ON PURCHASE SELLING LEASE WITH COST TRANSACTION IDENTITY OF PARTY INVOLVED PRICE PRICE RENTAL TRANSACTION OF ASSET DATE INVOLVED NET GAIN -------------------------- ----- ----- ------ ----------- -------- ------------- -------- Columbia Trust Company Collective Investment Plan and Trust: Cash Investment Fund................... $1,281,073 $1,282,722 $ - $ - $1,281,341 $1,282,722 $ 1,381 Fixed Income Investment Fund........... 217,904 151,837 - - 136,704 151,837 15,133 Balanced Investment Fund............... 1,471,781 716,806 - - 478,721 716,806 238,085 Bank and Government Investment Fund.... 303,051 741,818 - - 624,090 741,818 117,728 Common Stock Investment Fund........... 1,828,717 982,977 - - 569,265 982,977 413,712 Columbia Special Fund..................... 2,820,789 294,958 - - 261,690 294,958 33,268 Northwest Natural Gas Company Common Stock.................................... 1,608,418 568,467 - - 443,319 568,467 125,148
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Northwest Natural Gas Company Retirement K Savings Plan Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHWEST NATURAL GAS COMPANY RETIREMENT K SAVINGS PLAN By /s/ C. J. Rue - - - - - - - - - - - - - C. J. Rue, Chairman, Retirement K Savings Plan Administrative Committee Date: June 19, 1997 NORTHWEST NATURAL GAS COMPANY EXHIBIT INDEX to Annual Report on Form 11-K For Year Ended December 31, 1996 Exhibit Document Number - -------- ------ Consent of Independent Accountants 23 EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Northwest Natural Gas Company (Nos. 33-63017 and 33-63585, Post-Effective Amendment No. 1 to Registration Statement No. 2-76276, and Post-Effective Amendment No. 2 to Registration Statement No. 2-77195) and in the Registration Statements on Form S-3 of Northwest Natural Gas Company (Nos. 33-51271 and 33-53795, Amendment No. 1 to Registration Statement No. 333-15323, and Post-Effective Amendment No. 1 to Registration Statement Nos. 33-1304 and 33-20384) of our report dated May 16, 1997 relating to the financial statements of the Northwest Natural Gas Company Retirement K Savings Plan which appears as an attachment to this Form 11-K. PRICE WATERHOUSE LLP Portland, Oregon June 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----