Pricing Supplement No. 1 Filing under Rule 424(b)(3)
- ------------------------
Dated May 15, 1997 Registration No. 333-15323
(To Prospectus dated May 1, 1997)
$165,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R AW 6
Secured X Unsecured
--- ---
Principal amount ($): $20,000,000
Issue price (%): 100.00%
Selling Agent's commission (%): .625%
Proceeds to Company (%): 99.375%
Repayable at the option of holder: Yes x No
--- ---
Repayment Date: May 21, 2007
Repayment Price: 100.0%
Election Period: March 21, 2007 through
April 21, 2007
Other Terms: See page 2, "Repayment at Option
of Holder"
Agency Transaction |X| *
or
Principal Transaction |_| *
Name of Principal ____________________
Selling Agent: Merrill Lynch & Co. X
---
PaineWebber Incorporated X
---
Stated interest rate (%): 7.00%
Maturity date: May 21, 2027
Original issue date: May 20, 1997
Redeemable: Yes No X
--- ---
In whole
---
In whole or in part
---
Initial redemption date: Not Applicable
Initial redemption price: Not Applicable
Reduction Percentage: Not Applicable
Redemption limitation date: Not Applicable
- ----------------------
*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, as principal, for resale to
purchasers upon terms described in the Prospectus, dated May 1, 1997 and this
Pricing Supplement. If the Principal Transaction box is checked and the Notes
are being offered by the Agent, as principal, the Notes were purchased by the
Agent, as principal, from Northwest Natural Gas Company at the price set forth
above under "Proceeds to Company (%)."
--------------------------------------
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.
-----------------------------
REPAYMENT AT OPTION OF HOLDER
Each Secured Note offered hereby ("Note") will be repayable by the Company
at the option of the registered holder thereof on May 21, 2007, at 100.0% of its
principal amount, together with interest payable to the date of repayment. For
any Note to be repaid, the Company must receive such Note at its office or
agency in the Borough of Manhattan, The City of New York (currently, the office
of the Corporate Trustee), within the period commencing March 21, 2007, and
ending at the close of business on April 21, 2007 (or, if such April 21 shall
not be a business day, the next succeeding business day), together with the form
entitled "Option to Elect Repayment" on the reverse of, or otherwise
accompanying, such Note duly completed. Any such election so received by the
Company within such period shall be irrevocable. The repayment option may be
exercised by the registered holder of a Note for less than the entire principal
amount of such Note, provided that the principal amount to be repaid is equal to
$1,000 or an integral multiple of $1,000. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Corporate Trustee, whose determination will be final
and binding.
So long as the Depository or the Depository's nominee is the registered
holder of the Notes, the Depository or such nominee will be the only entity that
can exercise the repayment option, and repayment will be made in accordance with
the Depository's repayment procedures in effect at the time. See "Book-Entry
System" in the accompanying Prospectus. In order to ensure that the Depository
or its nominee will timely exercise a repayment option with respect to a
particular beneficial interest in the Notes, the Beneficial Owner of such
interest must instruct the broker or other Direct or Indirect Participant
through which it holds such interest to notify the Depository of its election to
exercise the repayment option. In addition, the Beneficial Owner must effect
delivery of such interest at the time such notice of election is given to the
Depository by causing the broker or other Direct or Indirect Participant through
which it holds such interest to transfer such interest on the Depository's
records to the Corporate Trustee. Different firms have different deadlines for
accepting instructions from their customers and, accordingly, each Beneficial
Owner should consult the broker or other Direct or Indirect Participant through
which it holds an interest in the Notes in order to ascertain the deadline by
which such instruction must be given in order for timely notice to be delivered
to the Depository.
