-----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, GyP0BcDcTSdm8a5AMBpBspoNbfAd8qu5p2hTCCAxdTfVI+ymNCpa1kZQr22gSpOV rF2v0HK/ZZmmQeSt6Du0JQ== 0000919574-09-003371.txt : 20090217 0000919574-09-003371.hdr.sgml : 20090216 20090217110243 ACCESSION NUMBER: 0000919574-09-003371 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER LUCAS CAPITAL LLC CENTRAL INDEX KEY: 0001269832 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 45 BROADWAY STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN CORP CENTRAL INDEX KEY: 0000073088 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 460172280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36015 FILM NUMBER: 09608399 BUSINESS ADDRESS: STREET 1: 125 S DAKOTA AVENUE STREET 2: SUITE 1100 CITY: SIOUX STATE: SD ZIP: 57104 BUSINESS PHONE: 6059782908 MAIL ADDRESS: STREET 1: 125 S DAKOTA AVENUE STREET 2: SUITE 1100 CITY: SIOUX STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWESTERN PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 SC 13G/A 1 d963149_13-ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NorthWestern Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 668074305 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ZLP Master Opportunity Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,709,724 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,709,724 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,709,724 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zimmer Lucas Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,481,455 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,481,455 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,481,455 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stuart J. Zimmer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 75 6. SHARED VOTING POWER 2,481,455 7. SOLE DISPOSITIVE POWER 75 8. SHARED DISPOSITIVE POWER 2,481,455 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,481,530 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Craig M. Lucas 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,481,455 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,481,455 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,481,455 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 668074305 --------------------- Item 1(a). Name of Issuer: NorthWestern Corporation -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 125 S. Dakota Avenue Sioux Falls, South Dakota -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: ZLP Master Opportunity Fund, Ltd. - Cayman Islands c/o Ogier Fiduciary Services (Cayman) Limited Queensgate House South Church Street P.O. Box 1234GT George Town, Grand Cayman Cayman Islands, B.W.I. Zimmer Lucas Capital, LLC - Delaware Stuart J. Zimmer - U.S.A. Craig M. Lucas - U.S.A. 535 Madison Avenue 6th Floor New York, New York United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, Par Value $.01 -------------------------------------------------------------------- (e). CUSIP Number: 668074305 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: ZLP Master Opportunity Fund, Ltd. - 1,709,724 Zimmer Lucas Capital, LLC - 2,481,455 Stuart J. Zimmer - 2,481,530 Craig M. Lucas - 2,481,455 ---------------------------------------------------------------------- (b) Percent of class: ZLP Master Opportunity Fund, Ltd. - 4.8% Zimmer Lucas Capital, LLC - 6.9% Stuart J. Zimmer - 6.9% Craig M. Lucas - 6.9% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: ZLP Master Opportunity Fund, Ltd. - 0 Zimmer Lucas Capital, LLC - 0 Stuart J. Zimmer - 75 Craig M. Lucas - 0 (ii) Shared power to vote or to direct the vote: ZLP Master Opportunity Fund, Ltd. - 1,709,724 Zimmer Lucas Capital, LLC - 2,481,455 Stuart J. Zimmer - 2,481,455 Craig M. Lucas - 2,481,455 (iii) Sole power to dispose or to direct the disposition of: ZLP Master Opportunity Fund, Ltd. - 0 Zimmer Lucas Capital, LLC - 0 Stuart J. Zimmer - 75 Craig M. Lucas - 0 (iv) Shared power to dispose or to direct the disposition of: ZLP Master Opportunity Fund, Ltd. - 1,709,724 Zimmer Lucas Capital, LLC - 2,481,455 Stuart J. Zimmer - 2,481,455 Craig M. Lucas - 2,481,455 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ZLP Master Opportunity Fund Ltd By: /s/ Stuart J. Zimmer --------------------------------- Managing Member of the Management Company Zimmer Lucas Capital, LLC* By: /s/ Stuart J. Zimmer --------------------------------- Managing Member By: /s/ Craig M. Lucas --------------------------------- Managing Member Stuart J. Zimmer* /s/ Stuart J. Zimmer --------------------------------- Stuart J. Zimmer Craig M. Lucas* /s/ Craig M. Lucas --------------------------------- Craig M. Lucas February 17, 2009 *The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G Amendment dated February 17, 2009 relating to the Common Stock, Par Value $.01, of NorthWestern Corporation shall be filed on behalf of the undersigned. ZLP Master Opportunity Fund Ltd By: /s/ Stuart J. Zimmer --------------------------------- Managing Member of the Management Company Zimmer Lucas Capital, LLC* By: /s/ Stuart J. Zimmer --------------------------------- Managing Member By: /s/ Craig M. Lucas --------------------------------- Managing Member Stuart J. Zimmer* /s/ Stuart J. Zimmer --------------------------------- Stuart J. Zimmer Craig M. Lucas* /s/ Craig M. Lucas --------------------------------- Craig M. Lucas *The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. SK 02192 0001 963149 -----END PRIVACY-ENHANCED MESSAGE-----