-----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, O01DsLIV7yw3+bNMQuazE0J8ThBHvbtdhl3CXHQiJgbKG4IvPVRPPfei1aRlq6Dg 8KJKscyRYR3AI0DyD86zOQ== 0000912057-02-008337.txt : 20020415 0000912057-02-008337.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-008337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020301 ITEM INFORMATION: Other events FILED AS OF DATE: 20020301 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: 02564220 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 a2072393z8-k.txt 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 March 1, 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 March 1, 2002, NorthWestern Corporation (the "Company") announced its intent to offer $700,000,000 estimated aggregate principal amount of its Senior Notes (the "Notes"), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. 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 March 1, 2002, announcing such event. The descriptions herein of such press release are qualified in their entirety by reference to the press release attached hereto as Exhibit 99.1 which is incorporated herein by reference. 1 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS (c) Exhibits Exhibit Number Description - ------- ----------- 99.1* Press Release of NorthWestern Corporation, dated March 1, 2002 - ----------------- * Filed herewith 2 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: March 1, 2002 NORTHWESTERN CORPORATION By: /s/ Kipp D. Orme ------------------------------------ Kipp D. Orme Vice President - Finance and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release of NorthWestern Corporation, dated March 1, 2002 4 EX-99.1 3 a2072393zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC APPEARS HERE] NEWS RELEASE NORTHWESTERN NYSE:NOR CORPORATION CONTACTS: INVESTORS: MEDIA: Elizabeth A. Evans Roger Schrum 605-978-2929 605-978-2856 liz.evans@northwestern.com paul.wyche@northwestern.com - -------------------------------------------------------------------------------- NORTHWESTERN CORPORATION TO OFFER SENIOR NOTES IN RULE 144A OFFERING SIOUX FALLS, S.D. - MARCH 1, 2002 - NORTHWESTERN CORPORATION (NYSE:NOR) Northwestern Corporation today announced its intent to offer $700,000,000 estimated aggregate principal amount of its Senior Notes (the"Notes") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"). Northwestern Corporation intends to use the net proceeds of the offering to repay a portion of the acquisition term loan of Northwestern Corporation's new $1.0 billion credit facility, which was used to finance the cash portion of the consideration for the acquisition of The Montana Power, L.L.C., completed on February 15, 2002. The Notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration under such Act or an applicable exemption from the registration requirements thereunder. STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All statements contained herein, as well as statements made in press releases and oral statements that may be made by us or by officers, directors or employees acting on our behalf, that are not statements of historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Among the factors that could cause our actual results to differ materially are: the adverse impact of weather conditions; 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; costs associated with environmental liabilities and compliance with environmental laws; the rate of growth and economic conditions in our service territories and those of our subsidiaries; the speed and degree to which competition enters the industries and markets in which our businesses operate; 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, including implementation of information systems and realizing efficiencies in excess of any related restructuring charges; reduction of minority interest basis requiring us to recognize an increased share of operating losses at certain of our subsidiaries; our ability to recover transition costs; approval of our default supply contract portfolio by the MPSC; disruptions and adverse effects in the capital market due to the changing economic environment; our credit ratings with Moody's and Standard & Poor's; changes in customer usage patterns and preferences; and changing conditions in the economy, capital markets and other factors identified from time to time in our filings with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all such factors. -----END PRIVACY-ENHANCED MESSAGE-----