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
APRIL 2, 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 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.1 - Press Release of Northwest Natural Gas Company issued April 2, 2003.
ITEM 9. REGULATION FD DISCLOSURE
Northwest Natural Gas Company (the Company) issued a press release on April 2,
2003 stating, among other things, that it had lowered its earnings guidance for
the quarter ended March 31, 2003, to $0.95-$1.00 a share, due to much warmer
than average weather in such quarter. The Company's previous earnings guidance
for the first quarter was $1.05-$1.15 a share, an estimate that assumed average
weather conditions for the quarter. A copy of the press release is attached
hereto as Exhibit 99.1.
FORWARD-LOOKING STATEMENTS
--------------------------
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
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.
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: April 3, 2003 /s/ Bruce R. DeBolt
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Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibits Description
99.1 - Press Release of Northwest Natural Gas Company issued April 2, 2003.