UNITED STATES
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
February
25, 2010
Date of
Report (Date of earliest event reported)
NORTHWEST
NATURAL GAS COMPANY
(Exact
name of registrant as specified in its charter)
Commission
File No. 1-15973
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
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operation and Financial
Condition
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On
February 26, 2010, Northwest Natural Gas Company issued a press release
announcing its earnings for the quarter and year ended December 31, 2009. A copy
of the press release is attached as Exhibit 99.1.
The
information contained in this Item 2.02 and in the accompanying exhibit shall
not be incorporated by reference into any filing of NW Natural, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference to
such filing. The information in this Item 2.02, including the exhibit hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.
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Forward Looking
Statements
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This
report, and other presentations made by NW Natural from time to time, may
contain forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as “anticipates,” “intends,” “plans,” “seeks,”
“believes,” “estimates,” “expects” and similar references to future periods.
Examples of forward-looking statements include, but are not limited to,
statements regarding the following: plans, objectives, goals, strategies, future
events, estimated project expansion and completion dates, commodity costs,
financial positions, customer growth, customer rates, depreciation rates,
workforce levels or job creation, performance, regulatory actions, litigation,
earnings expectations, expected dividend payout ratios, and other statements
that are other than statements of historical facts.
Forward-looking
statements are based on our current expectations and assumptions regarding our
business, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to
predict. Our actual results may differ materially from those contemplated by the
forward-looking statements. We caution you therefore against relying on any of
these forward-looking statements. They are neither statements of historical fact
nor guarantees or assurances of future performance. Important factors
that could cause actual results to differ materially from those in the
forward-looking statements are discussed by reference to the factors described
in Part I, Item 1A “Risk Factors”, and Part II, Item 7 and Item 7A “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
“Quantitative and Qualitative Disclosure about Market Risk” in the company’s
most recent Annual Report on Form 10-K and quarterly reports filed
thereafter.
Any
forward-looking statement made by us in this report speaks only as of the date
on which it is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as may be required by law.
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 statements.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
February 25, 2010, the Board of Directors of the Company, upon recommendation of
the Organization and Executive Compensation Committee, approved special one-time
performance recognition awards for all executive officers of the Company in
recognition of outstanding results in 2009. The awards will be paid
in cash on or before March 15, 2010. These discretionary awards are
outside of the Company’s existing executive compensation plans, and are in
addition to cash bonuses earned by executive officers for 2009 performance under
the Company’s Executive Annual Incentive Plan. For purposes of
benefit calculations under the Company’s Executive Supplemental Retirement
Income Plan and the Company’s Supplemental Executive Retirement Plan, affected
executives have agreed that these special awards will not be included in
determining final average compensation. The cash awards approved for
executive officers of the Company who were listed in the Summary Compensation
Table in the Company’s proxy statement for its 2009 Annual Meeting of
Shareholders are as follows:
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Gregg
S. Kantor
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President
and Chief Executive Officer
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$125,000
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David
H. Anderson
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Senior
Vice President and Chief Financial Officer
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$100,000
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Margaret
D. Kirkpatrick
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Vice
President and General Counsel
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$ 75,000
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Lea
Anne Doolittle
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Senior
Vice President
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$ 75,000
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
The
following exhibits are being furnished pursuant to Item 2.02
herein.
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Exhibit
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Description
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99.1
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Press
Release of Northwest Natural Gas Company issued February 26, 2010
(furnished and not filed).
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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.
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NORTHWEST
NATURAL GAS COMPANY
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(Registrant)
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Dated: February
26, 2010
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/s/ David H. Anderson
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Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibits Description
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99.1
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Press
Release of Northwest Natural Gas Company issued February 26, 2010
(furnished and not
filed).
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