SC 13D/A 1 y16577a9sc13dza.htm SC 13D/A SC 13D/A
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

NorthWestern Corporation
(Name of Issuer)
Common Stock, par value $0.01 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)
February 14, 2006
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 

SCHEDULE 13D
AMENDMENT NO. 9
     This Amendment amends the Schedule 13D filed by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), Harbinger Capital Partners 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 by Amendment No. 4 to Schedule 13D filed by the Reporting Persons dated November 28, 2005, as amended by Amendment No. 5 to Schedule 13D filed by the Reporting Persons dated December 15, 2005, as amended by Amendment No. 6 to Schedule 13D filed by the Reporting Persons dated January 5, 2006, as amended by Amendment No. 7 to Schedule 13D filed by the Reporting Persons dated January 12, 2006, as amended by Amendment No. 8 to Schedule 13D filed by the Reporting Persons dated February 13, 2006 (as amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 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 February 13, 2006, Master Fund filed a complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against the Issuer and its board of directors.
     A copy of the Complaint is attached as Exhibit M.
     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 M: Complaint as filed with the Court of Chancery of the State of Delaware, dated February 13, 2006.

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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: February 14, 2006
             
    Harbinger Capital Partners Master Fund I, Ltd.
 
            
 
      By:   Harbinger Capital Partners Offshore Manager, L.L.C.
 
      By:   HMC Investors, L.L.C., Managing Member
 
            
 
      By:   /s/ Joel B. Piassick
 
           
 
          Joel B. Piassick
 
            
    Harbinger Capital Partners 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

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