0000806260-13-000010.txt : 20130213 0000806260-13-000010.hdr.sgml : 20130213 20130213171801 ACCESSION NUMBER: 0000806260-13-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36015 FILM NUMBER: 13604492 BUSINESS ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 BUSINESS PHONE: 6059782908 MAIL ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWESTERN PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUNDER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000806260 IRS NUMBER: 383212521 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 480 PIERCE ST CITY: BIRMINGHAM STATE: MI ZIP: 48009 BUSINESS PHONE: 2486479200 MAIL ADDRESS: STREET 1: 480 PIERCE STREET CITY: BIRMINGHAM STATE: MI ZIP: 48009 SC 13G 1 northwestern12.31.12.txt MUNDER 13G FILING FOR NORTHWESTERN CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITES EXCHANGE ACT OF 1934 (Amendment No. ____)* NorthWestern Corporation (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 668074305 -------------------------------------------------------------------------------- (CUSIP Number) 12/31/2012 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons 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 13G Page 2 OF 4 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Munder Capital Management ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (see instructions) (b) -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 1,924,513** SHARES ----------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ----------------------------------------------------- PERSON WITH 7. SOLE DISPOSITIVE POWER 2,122,156** ----------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,122,156** -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA -------------------------------------------------------------------------------- ** SEE ITEM 4 OF THIS FILING. CUSIP No. 668074305 13G Page 3 OF 4 Pages Item 1. (a) Name of Issuer: NorthWestern Corporation (the Company) (b) Address of Issuer's Principal Executive Offices: 3010 West 69th Street Sioux Falls, South Dakota 57108 Item 2. (a) Name of Person Filing: Munder Capital Management (Munder Capital) (b) Address of Principal Business Office: Munder Capital Center 480 Pierce Street Birmingham, MI 48009 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 668074305 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (e) [X] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); Item 4. Ownership The information in Item 1 and Items 5 and through 11 on the cover page of this Schedule G is hereby incorporated by reference. Munder Capital is the sole owner of Integrity Asset Management, LLC (Integrity). Due to this ownership structure, holdings for Munder Capital and Integrity are aggregated for purposes of this filing. Munder Capital and Integrity are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as Managed Portfolios). CUSIP No. 668074305 13G Page 4 OF 4 Pages As a result of its ownership structure and its role as investment adviser or sub-adviser to the Managed Portfolios, Munder Capital may be deemed to be the beneficial owner of 2,122,156 shares or 5.7% of the Companys shares of common stock outstanding (the Common Stock). However, Munder Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by the Managed Portfolios and disclaims any ownership associated with such rights. No Managed Portfolio has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect. 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. February 13, 2013 MUNDER CAPITAL MANAGEMENT, a Delaware general partnership By: /s/ Mary Ann C. Shumaker Associate General Counsel