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)
$160,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R BU 9 Stated interest rate (%): 4.70%
Secured X Unsecured Maturity date: June 22, 2015
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Principal amount ($): $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
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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.
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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.
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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)
$160,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R BV 7 Stated interest rate (%): 5.25%
Secured X Unsecured Maturity date: June 21, 2035
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Principal amount ($): $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.
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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.
--------------------------------------