-----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, KwTEY4xh8VYLo1SMIghu4mpYb+FmUBvScomU0CseTvrwfd/8DjvTUOU8JSGWMik2 0YFDnWzHC9PmUq5iACdyww== 0000912057-02-003231.txt : 20020414 0000912057-02-003231.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020129 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020129 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10499 FILM NUMBER: 02521189 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 8-K 1 a2069092z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2002 - ------------------------------------------------------------------------------- Date of Report NORTHWESTERN CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE - ------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-692 46-0172280 - ------------------------------------------------------------------------------- (Commission File No.) (IRS Employer Identification Number) 125 South Dakota Avenue, Suite 1100 Sioux Falls, South Dakota 57104 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (605) 978-2908 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Item 5. OTHER EVENTS On January 29, 2002, NorthWestern Corporation (the "Company") issued a press release announcing that the Montana Public Service Commission (the "Commission") unanimously approved the Company's pending acquisition of The Montana Power Company's energy transmission and distribution business. The Commission's formal order is expected on January 31, 2002. In addition, subsequent to the issuance of the Company's press release, the Federal Trade Commission granted the Company's request for early termination under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effective January 29, 2002. The purpose of this Current Report on Form 8-K is to file as an exhibit a copy of the Company's press release, dated January 29, 2002, announcing such event. The description herein of such press release is qualified in its entirety by reference to the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS (c) Exhibits Exhibit Number Description - ------- ----------- 99.1 * Press Release of NorthWestern Corporation, dated January 29, 2002 - ------------ * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 29, 2002 NORTHWESTERN CORPORATION By: /s/ Kipp D. Orme ------------------------------------ Kipp D. Orme Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 * Press Release of NorthWestern Corporation, dated January 29, 2002 - ------------ * Filed herewith EX-99.1 3 a2069092zex-99_1.txt EXHIBIT 99.1 [LETTERHEAD OF NORTHWESTERN CORPORATION] NEWS RELEASE NYSE: NOR Contacts: Investors: Media: Elizabeth A. Evans Roger Schrum 605-978-2929 605-978-2848 liz.evans@northwestern.com roger.schrum@northwestern.com - -------------------------------------------------------------------------------- MONTANA PUBLIC SERVICE COMMISSION UNANIMOUSLY APPROVES NORTHWESTERN'S ACQUISITION OF MONTANA POWER'S UTILITY BUSINESS - -------------------------------------------------------------------------------- SIOUX FALLS, S.D. - JAN. 29, 2002 - THE MONTANA PUBLIC SERVICE COMMISSION TODAY UNANIMOUSLY APPROVED NORTHWESTERN CORPORATION'S (NYSE:NOR) PENDING ACQUISITION OF THE MONTANA POWER COMPANY'S (NYSE:MTP) ENERGY TRANSMISSION AND DISTRIBUTION BUSINESS. "We are gratified by the Montana Public Service Commission's decision to unanimously approve the transaction," said Michael J. Hanson, president and chief executive officer of NorthWestern Services Group, NorthWestern's energy services business. "Completion of this acquisition will combine two successful energy businesses and create one of the northern tier's premier electricity and natural gas providers. Together, NorthWestern and Montana Power look forward to continuing to provide our customers with superior reliability, service and stable energy rates while supporting the communities we serve." The formal order from the commission is expected on Jan. 31, 2002. With this order, NorthWestern will have received all necessary regulatory approvals, other than anti-trust clearance. NorthWestern initially filed notification and, on Jan. 17, 2001, received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). Because this initial notification expired one year following the grant of early termination, NorthWestern refiled an application under the HSR Act on Jan. 10, 2002, and again requested early termination of the waiting period. The new waiting period will expire on Feb. 11, 2002, unless the company's request for early termination is granted again or a request for additional information is received. NorthWestern has also obtained all necessary financing to complete the acquisition. The transaction, which is subject to customary closing requirements, is expected to be completed in the next few weeks. - More - Montana PSC Approves NorthWestern's Purchase of Montana Power's Utility Jan. 29, 2002 Page 2 NorthWestern entered into an agreement in October 2000 to purchase Montana Power's utility business for $602 million in cash and the assumption of $488 million of existing debt, subject to certain closing conditions and provisions included in the agreement. The transaction will broaden NorthWestern's regional energy service area from eastern South Dakota and central Nebraska with an additional 446,000 electricity and natural gas customers in Montana. NorthWestern Corporation, a FORTUNE 500 company, is a leading provider of services and solutions to more than 2 million customers across America in the energy and communications sectors. NorthWestern's partner entities include NorthWestern Services Group, a provider of electric, natural gas and communications services to Upper Plains customers; Expanets, one of the largest mid-market providers of networked communications solutions and services in the United States; Blue Dot, a leading provider of air conditioning, heating, plumbing and related services; and CornerStone Propane Partners L.P. (NYSE:CNO), one of the nation's largest retail propane distribution entities. Further information about NorthWestern is available on the Internet at www.northwestern.com. FORWARD-LOOKING STATEMENTS CERTAIN STATEMENTS MADE IN THIS NEWS RELEASE, INCLUDING THOSE RELATING TO EXPECTATION OF FUTURE FINANCIAL PERFORMANCE, CONTINUED GROWTH, CHANGES IN ECONOMIC CONDITIONS OR CAPITAL MARKETS AND CHANGES IN CUSTOMER USAGE PATTERNS AND PREFERENCES, AS WELL AS OTHER STATEMENTS REGARDING OUR ASSUMPTIONS, PROJECTIONS, EXPECTATIONS, INTENTIONS OR BELIEFS ABOUT FUTURE EVENTS, ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE INHERENT RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE CORPORATION, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IMPLIED BY THE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE ADVERSE IMPACT OF WEATHER CONDITION; UNSCHEDULED GENERATION OUTAGES; MAINTENANCE OR REPAIRS, UNANTICIPATED CHANGES TO FOSSIL FUEL OR GAS SUPPLY COSTS OR AVAILABILITY DUE TO HIGHER DEMAND, SHORTAGES, TRANSPORTATION PROBLEMS OR OTHER DEVELOPMENTS; DEVELOPMENTS IN THE FEDERAL AND STATE REGULATORY ENVIRONMENT AND THE TERMS ASSOCIATED WITH OBTAINING REGULATORY APPROVALS; THE RATE OF GROWTH AND ECONOMIC CONDITIONS IN THE SERVICE AREAS OF THE CORPORATION AND ITS SUBSIDIARIES; THE SPEED AND DEGREE TO WHICH COMPETITION ENTERS THE CORPORATION'S BUSINESSES; THE TIMING AND EXTENT OF CHANGES IN INTEREST RATES AND FLUCTUATIONS IN ENERGY-RELATED COMMODITY PRICES; RISKS ASSOCIATED WITH ACQUISITIONS, TRANSITION AND INTEGRATION OF ACQUIRED COMPANIES; AVAILABILITY OF MINORITY INTEREST BASIS FOR LOSS ALLOCATION PURPOSES; CHANGES IN CUSTOMER USAGE PATTERNS AND PREFERENCES; AS WELL AS CHANGING CONDITIONS IN THE ECONOMY, CAPITAL MARKETS AND OTHER FACTORS IDENTIFIED FROM TIME TO TIME IN THE CORPORATION'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION; AND EVENTS, CONDITIONS OR CIRCUMSTANCES THAT PRECLUDE OR MATERIALLY DELAY THE COMPLETION OF THE ACQUISITION OF THE MONTANA POWER COMPANY'S ENERGY TRANSMISSION AND DISTRIBUTION BUSINESS. THIS NEWS RELEASE SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S REPORT ON 10-K FOR 2000, AND SUBSEQUENT QUARTERLY REPORTS ON 10-Q AND CURRENT REPORTS ON 8-K, WHICH CAN BE LOCATED AT WWW.SEC.GOV AND REQUESTED FROM NORTHWESTERN CORPORATION. ### -----END PRIVACY-ENHANCED MESSAGE-----