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