** **

**FORM 10-K/A**

 

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

| **ý****        ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------------------------------------------------------------------------------------------------------------------------------------------|

 
| **For  the fiscal year ended September 30, 2002** |   | **Commission  file number:  1-7196** |
|---------------------------------------------------|--------|-------------------------------------------|

 

**CASCADE NATURAL GAS CORPORATION**

(Exact name of Registrantas specified in its charter)

 

| **Washington**                                                   |   | **91-0599090**                                             |
|------------------------------------------------------------------|--------|------------------------------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.)                      |
|                                                             |   |                                                       |
| **222  Fairview Avenue North  Seattle, WA  98109**          |   | **(206) 624-3900**                                         |
| (Address of principal  executive offices)                        |   | (Registrant’s telephone  number  including area code) |

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Title of Each Class**              |   | **Name of Each Exchange on which Registered** |
|--------------------------------------|--------|-----------------------------------------------|
| Common Stock, Par Value $1 per Share |   | New York Stock  Exchange                      |
| Preferred Stock Purchase Rights      |   | New York Stock  Exchange                      |

 

Securities registered pursuant to section 12(g) of the Act:   None

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ý  No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  ý

 

The aggregate market value of the voting andnon-voting common equity held by non-affiliates of the registrant as of theclose of business on November 15, 2002, was $212,427,000

 

Indicate the number of shares outstanding of each ofthe registrant’s classes of common stock, as of the latest practicable date.

 

| **Title**                             |   | **Outstanding**                    |
|---------------------------------------|--------|------------------------------------|
| Common Stock, Par Value  $1 per Share |   | 11,045,095 as of  December 1, 2002 |

 

DOCUMENTS INCORPORATED BYREFERENCE

 

Portions of the Registrant’s definitive proxystatement for its 2003 Annual Meeting of Shareholders are incorporated byreference into Part III, Items 10, 11, 12, and 13.

 

 

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Explanatory Note

 

This Amendment No. 1 to the Registrant’s Annual Report on Form 10-K forthe fiscal year ended September 30, 2002, is filed for the sole purpose ofincluding an amended Exhibit 10.8. Exhibit 10.8 is subject to a request for confidential treatment, and hasbeen redacted to delete those portions as to which confidential treatment issought.  The version of Exhibit 10.8filed with the original Annual Report on Form 10-K did not indicate the preciseplaces in the document where material had been deleted.  The amended Exhibit 10.8 filed with thisAmendment has been appropriately revised and marked to indicate the location ofall deleted material.

 

###### **Item15.     Exhibits, Financial StatementSchedules, and Reports on Form 8-K**

 

(a) 3. Exhibits:

 

Exhibit 10.8. Natural Gas Transaction Confirmation (GTC) dated November 21, 2001, andexecuted on April 3, 2002, between Engage Energy Canada, L.P., and theRegistrant, covering the period November 1, 2003 to November 1, 2008.  A PORTION OF THIS AGREEMENT IS SUBJECT TO AREQUEST FOR CONFIDENTIAL TREATMENT.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 

|   |           | CASCADE NATURAL  GAS CORPORATION                       |
|--------|----------------|--------------------------------------------------------|
|   |           |                                                   |
|   | April 25, 2003 |                                                   |   | By | /s/ J.D.  Wessling |
| Date   |           | J. D. Wessling                                         |
|   |           | Sr. Vice President -  Finance, Chief Financial Officer |
|        |                |                                                        |  |  |  |  |  |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Registrant and in the capacities and on the datesindicated.

 

| /s/ W. Brain Matsuyama |   | President and Chief Executive Officer

and Director    |   | April 25, 2003 |
|------------------------|--------|--------------------------------------------------------|--------|----------------|
| W. Brian Matsuyama     |   | (Principal Executive Officer)                          |   | Date           |
|                   |   |                                                   |   |           |
|                   |   |                                                   |   |           |
| /s/ J. D. Wessling     |   | Sr. Vice President - Finance, Chief Financial  Officer |   | April 25, 2003 |
| J. D. Wessling         |   | (Principal Financial Officer)                          |   | Date           |
|                   |   |                                                   |   |           |
| /s/ James E. Haug      |   | Controller                                             |   | April 25, 2003 |
| James E. Haug          |   | (Principal Accounting Officer)                         |   | Date           |
|                   |   |                                                   |   |           |
| /s/ Larry L. Pinnt     |   | Chairman of the Board                                  |   | April 25, 2003 |
| Larry L. Pinnt         |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| NA                     |   | Director                                               |   | NA             |
| Carl Burnham, Jr.      |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| /s/ Thomas E. Cronin   |   | Director                                               |   | April 25, 2003 |
| Thomas E. Cronin       |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| NA                     |   | Director                                               |   | NA             |   |
| David A. Ederer        |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| /s/ Howard L. Hubbard  |   | Director                                               |   | April 25, 2003 |
| Howard L. Hubbard      |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| NA                     |   | Director                                               |   | NA             |   |
| Mary E. Pugh           |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| NA                     |   | Director                                               |   | NA             |   |
| Brooks G. Ragen        |   |                                                   |   | Date           |
|                   |   |                                                   |   |           |
| /s/ Douglas G. Thomas  |   | Director                                               |   | April 25, 2003 |
| Douglas G. Thomas      |   |                                                   |   | Date           |

 

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**CERTIFICATION ACCOMPANYING PERIODIC REPORTPURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002(18 U.S.C. 1350)**

 

I, W. Brian Matsuyama, certify that:

 

1.               I have reviewedthis annual report on Form 10-K of Cascade Natural Gas Corporation;

 

2.  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operation and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.  Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)  Designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)  Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)  Presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.  Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)  Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.  Theregistrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| Date:  | April 25, 2003           |
|--------|-------------------------------|
|   |                          |
| By:    | /s/ W. Brian Matsuyama        |   |
|   | W. Brian Matsuyama            |
|   | President and CEO             |
|   | (Principal Executive Officer) |

 

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I, J. D. Wessling, certify that:

 

1.               I have reviewedthis annual report on Form 10-K of Cascade Natural Gas Corporation;

 

2.  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3.  Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operation and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4.  Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a)  Designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

b)  Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

c)  Presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.  Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)  Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.  Theregistrant’s other certifying officers and I have indicated in this annualreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| Date:  | April 25, 2003                               |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
| By:    | /s/ J. D. Wessling                           |   |
|   | J. D. Wessling                               |
|   | Senior Vice President — Finance and CFO |
|   | (Principal Financial Officer)                |

 

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**INDEX TO EXHIBITS**

 
| **Exhibit  No** |   | **Description**                                                                                                                                                                                                                                                                                                |
|-----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                           |
| 10.8            |   | Natural Gas Transaction Confirmation (GTC) dated  November 21, 2001, and executed on April 3, 2002, between Engage Energy  Canada, L.P., and the Registrant, covering the period November 1, 2003 to  November 1, 2008.  A PORTION OF THIS  AGREEMENT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT. |

 

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