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
MAY 17, 2002
Date of Report (Date of earliest event reported)
[GRAPHIC OMITTED - 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
Part II. OTHER INFORMATION
Item 5. Other Events
As previously reported, on October 5, 2001, Northwest Natural Gas
Company ("NW Natural") and Enron Corp., an Oregon corporation ("Enron"), entered
into a Stock Purchase Agreement (the "Stock Purchase Agreement") providing for
the acquisition, by a wholly owned subsidiary of NW Natural formed to serve as a
holding company, of all of the issued and outstanding common stock of Portland
General Electric Company, an Oregon corporation and wholly-owned subsidiary of
Enron ("PGE").
On December 2, 2001, Enron filed for reorganization under Chapter 11 of
the United States Bankruptcy Code in U.S. Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). PGE did not file for
reorganization under Chapter 11.
On May 17, 2002, NW Natural and Enron entered into a Termination
Agreement (the "Termination Agreement") providing for the termination of the
Stock Purchase Agreement. The termination of the Stock Purchase Agreement is
subject to, and effective upon, the satisfaction of the following conditions (a)
entry of a final order by the Bankruptcy Court approving the Termination
Agreement and (b) the consent of the lenders from whom Enron has obtained
debtor-in-possession financing. The Termination Agreement also provides for
mutual releases from any legal action associated with the Stock Purchase
Agreement.
Through March 31, 2002, NW Natural had recorded approximately $11.9
million of costs relating to the acquisition as deferred costs for the purchase
of PGE. Upon the termination of the acquisition, NW Natural will recognize these
costs and any subsequent costs incurred, estimated at approximately $1.0
million, as current expense.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
10.1 - Termination Agreement, dated May 17, 2002, by and among
Enron Corp., Northwest Natural Gas Company, Northwest Energy
Corporation and Enron Northwest Assets, LLC.
99 - Press Release of Northwest Natural Gas Company issued May 16,
2002.
2
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: May 20, 2002 /s/ Bruce R. DeBolt
---------------------------------------
Senior Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibits Description
-------- -----------
10.1 - Termination Agreement, dated May 17, 2002, by and among
Enron Corp., Northwest Natural Gas Company, Northwest Energy
Corporation and Enron Northwest Assets, LLC.
99 - Press Release of Northwest Natural Gas Company issued May 16,
2002.
4