Pricing Supplement No. 11 Filing under Rule 424(b)(3)
Dated June 21, 1994 Registration No. 33-64014
(To Prospectus dated June 17, 1993)
$150,000,000
NORTHWEST NATURAL GAS COMPANY
Secured Medium-Term Notes, Series B
(A Series of First Mortgage Bonds)
and
Unsecured Medium-Term Notes, Series B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R AS 5
Secured X Unsecured
Principal amount ($): $10,000,000
Issue price (%): 100.00%
Agent's commission (%): 0.400%
Proceeds to Company (%): 99.600%
Stated interest rate (%): 8.31%
Maturity date: September 21, 2019
Original issue date: September 21, 1994
Redeemable: Yes X No
In whole
In whole or in part X
Initial redemption date: September 21, 1997
Redemption provisions: See page 2, "Optional Redemption."
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The Agent for the Notes offered hereby is:
FIRST CHICAGO CAPITAL MARKETS, INC.
Accordingly, as used in the accompanying Prospectus, the terms
"Agent" and "Agents" mean First Chicago Capital Markets, Inc. and
not the Agents named in the cover page thereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Optional Redemption:
Beginning September 21, 1997, the 8.31% Secured Medium-Term Notes
due September 21, 2019 ("Notes") shall be redeemable, in whole or
in part, prior to stated maturity, at the election of the Company
on any date prior to maturity, at a redemption price equal to the
principal amount to be redeemed plus accrued interest, if any, to
the date of redemption plus the Make-Whole Amount.
"Make-Whole Amount" means, in connection with any optional
redemption of the Notes, the amount (but not less than zero) equal
to the excess, if any, of
A. the sum of the Present Values (as hereinafter defined) of
(1) the principal amount being prepaid (assuming the
principal being redeemed is payable upon maturity) and (2)
the amount of interest which would have been payable on each
interest payment date on the amount of such principal being
prepaid (assuming the principal balance payable upon maturity
and interest payments are paid when due), over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall be
determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of such
prepayment at a discount rate equal to the sum of the applicable
Treasury Yield plus 0.50%; and the "Treasury Yield" for such
purpose shall be determined as of 10:00 A.M. New York City time
on the fifth business day prior to the date of such prepayment by
reference to the yields of those actively traded "On The Run"
United States Treasury securities having a maturity equal to the
then-remaining maturity of the Notes being prepaid, provided that
if such maturity is not equal to the maturity of an actively
traded "On The Run" United States Treasury security, such yield
shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) imputed from the yields of those
actively traded "On The Run" United States Treasury securities
having maturities closest, before and after, to such remaining
maturity as reported by the Telerate Access Service page 8003, or
the equivalent pages provided by Telerate Systems Incorporated (or
if such data for any reason ceases to be available through such
Telerate Access Service, any publicly available source of similar
market data). For purposes hereof, "On The Run" United States
Treasury securities refers to those United States Treasury
securities of the appropriate maturity which are most recently
auctioned prior to the fifth business day preceding the date of
prepayment.
The Make-Whole Amount shall be determined by the Company. The
Company shall promptly furnish the holders of the Notes with its
calculation of the Make-Whole Amount. Holders of the Notes shall
promptly advise the Trustee if they dispute the Company's
calculation of the Make-Whole Amount; and in such event, the
Trustee shall conclusively determine the appropriate Make-Whole
Amount in accordance with the terms hereof.
The foregoing redemption provisions supersede those set forth in
the accompanying Prospectus under the caption, "DESCRIPTION OF THE
SECURED NOTES - Redemption."
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<PAGE>
NORTHWEST NATURAL GAS COMPANY
220 N. W. Second Avenue
Portland, Oregon 97209
(503) 220-2411
June 23, 1994
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Northwest Natural Gas Company
Registration No. 33-64014
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Gentlemen:
Pursuant to the requirements of Rule 424(b)(3) of
the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, we
transmit herewith through the EDGAR System the Company's
Pricing Supplement No. 11, dated June 21, 1994, to a
Prospectus which is a part of the above Registration,
relating to the issuance of the Company's Medium-Term
Notes.
Very truly yours,
Bruce R. DeBolt
Senior Vice President and
Chief Financial Officer
