-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rt8okGWH6MC6GmEwZpNa1jDX/iuZ2HFnO73yWRU0OTPIqptiMrWB0o1lCX6/qrbg 4vCizzYMbNsv0lejX9E3Mw== 0000950120-05-000437.txt : 20050617 0000950120-05-000437.hdr.sgml : 20050617 20050617170036 ACCESSION NUMBER: 0000950120-05-000437 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST NATURAL GAS CO CENTRAL INDEX KEY: 0000073020 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 930256722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112604 FILM NUMBER: 05903727 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 424B3 1 pricingsupplements.txt PRICING SUPPLEMENT NOS. 1 AND 2 Pricing Supplement No. 1 Filing under Rule 424(b)(3) dated June 16, 2005 Registration No. 333-112604 (To prospectus dated February 18, 2004 and prospectus supplement dated September 28, 2004) $160,000,000 NORTHWEST NATURAL GAS COMPANY SECURED MEDIUM-TERM NOTES, SERIES B (A SERIES OF FIRST MORTGAGE BONDS) AND UNSECURED MEDIUM-TERM NOTES, SERIES B Due from Nine Months to 30 Years from Date of Issue CUSIP No.: 66765R BU 9 Stated interest rate (%): 4.70% Secured X Unsecured Maturity date: June 22, 2015 --- --- Principal amount ($): $40,000,000 Original issue date: June 21, 2005 Issue price (%): See Below* Interest payment dates: June 1 and December 1, commencing December 1, 2005 Selling Agent's commission (%): See Below* Regular record dates: May 15 and November 15 Proceeds to Company (%): 99.375% Redeemable: Yes X No --- --- Repayable at the option of holder: Yes No X In whole --- --- In whole or in part X --- Repayment Date: Not Applicable Fixed redemption price: Yes No X --- --- Repayment Price: Not Applicable Initial redemption date: Not Applicable Election Period: Not Applicable Initial redemption price: Not Applicable Other Terms: Not Applicable Reduction Percentage: Not Applicable Selling Agent(s): Redemption limitation date: Not Applicable Merrill Lynch, Pierce, Fenner & Smith Incorporated ____ Make-Whole Redemption Price: Yes X No --- --- UBS Securities LLC X Make-Whole Spread: .10% ---- J.P. Morgan Securities Inc. X --- Piper Jaffray & Co. ____ Agency Transaction |_| or Principal Transaction |X|* Name of Principal(s): UBS Securities LLC, as to $20,000,000 principal amount of the Notes J.P. Morgan Securities Inc., as to $20,000,000 principal amount of the Notes
*The notes were purchased by the Agent(s), as principal, from Northwest Natural Gas Company at the price set forth above under "Proceeds to Company (%)". The Notes purchased by each Agent, as principal, are being offered to the public at varying prices, not to exceed 100%, related to prevailing market prices at the time of resale, as determined by such Agent. Each Agent received a discount or commission equal to the difference between the resale prices and the proceeds to the Company. -------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------------------- Pricing Supplement No. 2 Filing under Rule 424(b)(3) dated June 16, 2005 Registration No. 333-112604 (To prospectus dated February 18, 2004 and prospectus supplement dated September 28, 2004) $160,000,000 NORTHWEST NATURAL GAS COMPANY SECURED MEDIUM-TERM NOTES, SERIES B (A SERIES OF FIRST MORTGAGE BONDS) AND UNSECURED MEDIUM-TERM NOTES, SERIES B Due from Nine Months to 30 Years from Date of Issue CUSIP No.: 66765R BV 7 Stated interest rate (%): 5.25% Secured X Unsecured Maturity date: June 21, 2035 --- --- Principal amount ($): $10,000,000 Original issue date: June 21, 2005 Issue price (%): 100.000% Interest payment dates: June 1 and December 1, commencing December 1, 2005 Selling Agent's commission (%): .750% Regular record dates: May 15 and November 15 Proceeds to Company (%): 99.250% Redeemable: Yes X No --- --- Repayable at the option of holder: Yes No X In whole --- --- --- In whole or in part X --- Repayment Date: Not Applicable Fixed redemption price: Yes No X --- --- Repayment Price: Not Applicable Initial redemption date: Not Applicable Election Period: Not Applicable Initial redemption price: Not Applicable Other Terms: Not Applicable Reduction Percentage: Not Applicable Selling Agent(s): Redemption limitation date: Not Applicable Merrill Lynch, Pierce, Fenner & Smith Incorporated. X Make-Whole Redemption Price: Yes X No --- --- --- UBS Securities LLC --- J.P. Morgan Securities Inc. Make-Whole Spread: .15% --- Piper Jaffray & Co. --- Agency Transaction |_|* or Principal Transaction |X|* Name of Principal(s): Merrill Lynch, Pierce, Fenner & Smith Incorporated
*If the Agency Transaction box is checked, the notes are being offered directly by Northwest Natural Gas Company through any Agent, acting as agent for Northwest Natural Gas Company. If the Principal Transaction box is checked, however, the notes have been sold to the Agent(s), as principal, for resale to purchasers upon terms described in the prospectus, dated September 28, 2004 and this pricing supplement. If the Principal Transaction box is checked, the notes are being offered by the Agent(s), as principal, at a price to the public set forth above under "Issue price (%)"; the notes were purchased by the Agent(s), as principal, from Northwest Natural Gas Company at the price set forth above under "Proceeds to Company (%)"; and the Agent(s) received a fee equal to the difference, which is set forth above under "Selling Agent's commission (%)" as a percentage of the principal amount of the notes. -------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----