Pricing supplement no. 3 Filing under Rule 424(b)(3)
dated March 21, 2002 Registration No. 333-55366
(To prospectus dated February 27, 2001)
$108,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R BN 5 Selling Agent(s): Merrill Lynch & Co. X
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UBS Warburg LLC X
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Secured X Unsecured Banc One Capital Markets, Inc. X
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U.S. Bancorp Piper Jaffray Inc. X
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Principal amount ($): $40,000,000 Stated interest rate (%): 7.13%
Issue price (%): 100.000% Maturity date: March 26, 2012
Selling Agent's commission (%): .625% Original issue date: March 26, 2002
Proceeds to Company (%): 99.375% Interest payment dates: June 1 and December 1,
commencing June 1, 2002
Repayable at the option of holder: Yes No X
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Repayment Date: Not Applicable Regular record dates: May 15 and November 15
Repayment Price: Not Applicable Redeemable: Yes No X
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Election Period: Not Applicable In whole
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In whole or in part
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Other Terms: Not Applicable Initial redemption date: Not Applicable
Initial redemption price: Not Applicable
Reduction Percentage: Not Applicable
Redemption limitation date: Not Applicable
Agency Transaction |X|*
or
Principal Transaction |_|*
Name of Principal(s): 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(s), as principal, for resale to
purchasers upon terms described in the prospectus, dated February 27, 2001 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 IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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