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
JULY 23, 2004
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. 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
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 23, 2004, the Company issued a press release announcing its earnings for
the second quarter of 2004. A copy of the press release is attached as Exhibit
99.1.
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, the Washington Utilities and Transportation
Commission and the U.S. Department of Transportation's Office of Pipeline
Safety, 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 caused by changes in demographic or customer
consumption patterns; (iv) competition for retail and wholesale customers; (v)
pricing of natural gas relative to other energy sources; (vi) risks relating to
dependence on a single pipeline transportation provider for natural gas supply;
(vii) risks resulting from uninsured property damage to Company property,
intentional or otherwise; (viii) unanticipated changes in interest or foreign
currency exchange rates or in rates of inflation; (ix) economic factors that
could cause a severe downturn in certain key industries, thus affecting demand
for natural gas; (x) unanticipated changes in operating expenses and capital
expenditures; (xi) unanticipated changes in future liabilities relating to
employee benefit plans; (xii) capital market conditions, including their effect
on pension costs; (xiii) competition for new energy development opportunities;
(xiv) potential inability to obtain permits, rights of way, easements, leases or
other interests or other necessary authority to construct pipelines, develop
storage or complete other system expansions; and (xv) 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
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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: July 23, 2004 /s/ Bruce R. DeBolt
--------------------------------
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibits Description
99.1 Press Release of Northwest Natural Gas Company issued July 23, 2004.