SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 22, 2003
Date of Report (Date of earliest event reported)
[NW NATURAL LOGO]
NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Commission File No. 0-994
OREGON 93-0256722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (503) 226-4211
Item 5. Other Events and Regulation FD Disclosure
On Aug. 22, 2003, the Oregon Public Utility Commission (OPUC) entered
an order approving the stipulations as filed by Northwest Natural Gas Company
(NW Natural) with the OPUC Staff and other parties covering all of the issues in
the Oregon general rate case. The order includes, among other things, (i) the
stipulated settlement on NW Natural's cost of service, including all operations
and maintenance expenses, (ii) rate base investments for the prospective test
year, (iii) a capital structure including 49.5 percent common equity, (iv) a
return on equity of 10.2 percent, and (v) the adoption of a weather
normalization mechanism. The order authorizes a revenue increase of $13.9
million per year, of which $6.2 million will go into effect on Sept. 1, 2003,
and the remainder will go into effect as all or portions of NW Natural's South
Mist Pipeline Extension (SMPE) project and its Coos County distribution system
project are completed and go into service between Dec. 1, 2003 and Dec. 1, 2004.
FORWARD-LOOKING STATEMENTS
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This report and other presentations made by the Company from time to
time may contain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and other statements that are other than statements of
historical facts. The Company's expectations, beliefs and projections are
expressed in good faith and are believed to have a reasonable basis. However,
each such forward-looking statement involves uncertainties and is qualified in
its entirety by reference to the following important factors, among others, that
could cause the actual results of the Company to differ materially from those
projected in such forward-looking statements: (i) prevailing state and federal
governmental policies and regulatory actions, including those of the Oregon
Public Utility Commission and the Washington Utilities and Transportation
Commission, with respect to allowed rates of return, industry and rate
structure, purchased gas and investment recovery, acquisitions and dispositions
of assets and facilities, operation and construction of plant facilities, the
maintenance of pipeline integrity, present or prospective wholesale and retail
competition, changes in tax laws and policies and changes in and compliance with
environmental and safety laws, regulations and policies; (ii) weather conditions
and other natural phenomena; (iii) unanticipated population growth or decline,
and changes in market demand and demographic patterns; (iv) competition for
retail and wholesale customers; (v) pricing of natural gas relative to other
energy sources; (vi) risks resulting from uninsured property damage to Company
property, intentional or otherwise; (vii) unanticipated changes in interest or
foreign currency exchange rates or in rates of inflation; (viii) economic
factors that could cause a severe downturn in certain key industries, thus
affecting demand for natural gas; (ix) unanticipated changes in operating
expenses and capital expenditures; (x) unanticipated changes in future
liabilities relating to employee benefit plans; (xi) capital market conditions,
including their effect on pension costs; (xii) competition for new energy
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development opportunities; (xiii) potential inability to obtain permits, rights
of way, easements or other necessary authority to construct pipelines or other
system expansions; and (xiv) legal and administrative proceedings and
settlements. All subsequent forward-looking statements, whether written or oral
and whether made by or on behalf of the Company, also are expressly qualified by
these cautionary statements. Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company undertakes no obligation
to update any forward-looking statement to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for the Company to predict all such factors, nor can it assess the
impact of each such factor or the extent to which any factor, or combination of
factors, may cause results to differ materially from those contained in any
forward-looking statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY
(Registrant)
Dated: August 28, 2003 /s/ Bruce R. DeBolt
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Senior Vice President and
Chief Financial Officer
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