-----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, OVAHNulTgW0MDiaJVa9S1DMxl2BTYIEMMn0VJjoCP/cTBJexORuYZqx0YUjO2ScU Lr+B8j2HWK+fA2aGaMQ0+g== 0000919574-05-004069.txt : 20051129 0000919574-05-004069.hdr.sgml : 20051129 20051128193109 ACCESSION NUMBER: 0000919574-05-004069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051128 GROUP MEMBERS: HMC DISTRESSED INVESTMENT OFFSHORE MANAGER, LLC GROUP MEMBERS: HMC INVESTORS, LLC 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36015 FILM NUMBER: 051229608 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL CITY: DUBLIN IRELAND STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES STREET 2: THIRD FL BISHOP SQUARE REDMONDS HILL CITY: DUBLIN IRELAND STATE: L2 ZIP: 00000 SC 13D/A 1 d621768_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) NorthWestern Corporation ------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.001 per Share ------------------------------------------------------------------ (Title of Class of Securities) 668074305 ------------------------------------------------------------------ (CUSIP Number) Joel Piassick One Riverchase Parkway South Birmingham, Alabama 35244 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 2005 ------------------------------------------------------------------ (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. SCHEDULE 13D AMENDMENT NO. 4 This Amendment amends the Schedule 13D filed by Harbert Distressed Investment Master Fund, Ltd. (the "Master Fund"), HMC Distressed Investment Offshore Manager, L.L.C., HMC Investors, L.L.C., Philip Falcone, Raymond J. Harbert, and Michael D. Luce (the "Reporting Persons"), dated November 12, 2004, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons dated February 15, 2005, as amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons dated August 17, 2005, as amended by Amendment No. 3 to Schedule 13D filed by the Reporting Persons dated October 19, 2005 (as amended, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share, of NorthWestern Corporation (the "Issuer"). Capitalized terms used in this Amendment without definition have the meanings assigned in the Schedule 13D. Item 4. Purpose of Transaction. ---------------------- Item 4 of the Schedule 13D is amended by adding the following disclosure: On November 21, 2005, Lehman Brothers Inc. ("Lehman") and the Reporting Persons mutually agreed to terminate Lehman's engagement as Master Fund's financial advisor so that Lehman would be available to advise Black Hills Corporation regarding its proposal to combine with the Issuer in a stock-for-stock merger. On November 28, 2005, Master Fund sent a letter to the Issuer, a copy of which is filed with this Amendment as Exhibit H. As described in the letter, Master Fund sent the letter to request a list of the stockholders of the Issuer for the purpose of communicating with its fellow Issuer stockholders on matters relating to their mutual interests as stockholders, including, but not limited to, communicating with the stockholders regarding various proposals to increase stockholder value. Notwithstanding the concerns raised in the letter, the Reporting Persons continue to hold the Shares for investment purposes only. Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 of the Schedule 13D is amended by adding the following exhibits. Exhibit H: Letter from Master Fund to the Issuer dated November 28, 2005. SIGNATURE 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. Dated: November 28, 2005 Harbert Distressed Investment Master Fund, Ltd. By: HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick ---------------------- Joel B. Piassick HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick -------------------- Joel B. Piassick HMC Investors, L.L.C. By: /s/ Joel B. Piassick -------------------- Joel B. Piassick /s/ Philip Falcone -------------------- Philip Falcone /s/ Raymond J. Harbert -------------------- Raymond J. Harbert /s/ Michael D. Luce -------------------- Michael D. Luce Exhibit H --------- THE HARBERT DISTRESSED INVESTMENT MASTER FUND, LTD. 555 Madison Avenue, 16th Floor New York, NY 10022 November 28, 2005 Northwestern Corporation 125 S. Dakota Avenue, Suite 1100 Sioux Falls, SD 57104-6403 Attention: Corporate Secretary Re: Demand for Stockholder List Materials of Northwestern Corporation (the "Company") Pursuant to Section 220 of the Delaware General Corporation Law Dear Sir: As you know, Harbert Distressed Investment Master Fund, Ltd. ("Holder") is both the beneficial and record holder of approximately 8,748,595 of shares of common stock, $0.01 par value per share (the "Shares"), of the Company. Pursuant to Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware, as a record holder of Shares, Holder hereby demands the right during the usual hours of business to inspect and copy the following records and documents (the "Stocklist Materials") no later than 11:00 AM on December 2, 2005, and on a weekly basis thereafter until the inspection may be completed: (a) A complete record or list of the holders of the Company's outstanding Shares, certified by the Company or its transfer agent and registrar, showing the names and addresses of each holder of the Company's Shares and the number of Shares registered in the name of each such holder, as of the most recent date available at the time of inspection and, when fixed by the board of directors of the Company, the record date for the 2006 Annual Meeting (the "Annual Meeting") of the Company's stockholders (each, a "Request Date"). (b) A magnetic computer tape or diskette list or other electronic file of the holders of the Company's outstanding Shares as of each Request Date showing the names, addresses and number of Shares held by each such holder, together with such computer processing data and instructions as are necessary for Holder to make use of such magnetic computer tape or diskette or electronic file, and a separate printout of such magnetic computer tape or diskette or electronic file for verification purposes, if different from the list in (a). (c) All daily transfer sheets showing changes in the names, addresses and number of Shares of the holders of the Company's outstanding Shares which are in or come into the possession or control of the Company or its transfer agent or registrar, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of such list through the date of the Annual Meeting. (d) All information in or which comes into the Company's possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees concerning the names, addresses and number of Shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. and other similar nominees, including respondent bank listings and, to the extent available, Cede & Co. depository listings as of each Request Date. (e) A list or lists containing the name, address and number of Shares attributable to any participant in any Company employee stock ownership plan, stock ownership dividend reinvestment plan, or comparable plan of the Company in which voting decisions or decisions concerning tenders of Shares with respect to the Shares held by such plan are made, directly or indirectly, individually or collectively, by the participants in the plan, and a magnetic tape or diskette or other electronic file for such list with the same information as in (b) above. (f) All information in or which comes into the Company's possession, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Shares, including an alphabetical breakdown of any holdings in the respective names of Cede & Co., and other similar nominees for the accounts of customers or otherwise. (g) All information in or which comes into the Company's possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the non-objecting beneficial owners ("NOBO's") of Shares and a NOBO list and tape or diskette or other electronic file in descending order balance. (h) To the extent not already referred to above, any computer tape, diskette or other electronic medium suitable for use by computer or word processor which contains any or all of the information encompassed in this letter, together with any program, software, manual or other instructions necessary for the practical use of such information. Holder further requests that modifications, additions or deletions to any and all of the Stocklist Material referred to in paragraphs (a) through (h) above be furnished to Holder on a weekly basis until the date of the Annual Meeting. Holder will bear the reasonable costs incurred by the Company (including those of its transfer agent) in connection with the production of the above information. The purpose of this demand is to enable Holder to communicate with its fellow Company stockholders on matters relating to their mutual interests as stockholders, including, but not limited to, communicating with the stockholders regarding various proposals to increase stockholder value. Holder hereby designates and authorizes Milbank, Tweed, Hadley & McCloy LLP and its respective partners, officers and employees, and any other persons to be designated by Holder, acting together, singly or in combination, to conduct, as its agents, the inspection and copying herein demanded. Please advise M. Douglas Dunn (telephone: 212-530-5062) or John T. O'Connor (telephone: 212-530-5548) of Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005, not later than November 30, 2005, when and where the items demanded above will be made available to Holder and its designated agents. Very truly yours, HARBERT DISTRESSED INVESTMENT MASTER FUND, LTD. By: HMC Distressed Investment Offshore Manager, L.L.C., as its investment manager /s/Joel B. Piassick - ---------------------- By: Joel B. Piassick Title: Vice President STATE OF ALABAMA ) ) SS. COUNTY OF BIRMINGHAM ) Joel B. Piassick, having been first duly sworn according to law, deposes and says that he is a Vice President of HMC Distressed Investment Offshore Manager, L.L.C., the investment manager of Harbert Distressed Investment Master Fund, Ltd., that he is authorized on behalf of HMC Distressed Investment Offshore Manager, L.L.C. to execute the foregoing demand and to make the demand designations, authorizes and representations contained therein and that the facts and statements in the foregoing demand are true and correct. HARBERT DISTRESSED INVESTMENT MASTER FUND, LTD. By: HMC Distressed Investment Offshore Manager, L.L.C., as its investment manager /s/Joel B. Piassick - ---------------------- By: Joel B. Piassick Title: Vice President SWORN TO AND SUBSCRIBED Before me this 28th day of November, 2005 Notary Public: /s/ Deborah K. Hall --------------------- My commission expires: 4/30/06 03773.0003 #621768 -----END PRIVACY-ENHANCED MESSAGE-----