UNITED STATES
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
Date of Report (Date of earliest event reported):March 7, 2007
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware | 0-692 | 46-0172280 | |||
125 South Dakota Avenue |
| 57104 | |||
| (605) 978-2908 (Registrant’s telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 | Other Events. |
On March 7, 2007, NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ GS: NWEC) (the “Company”) issued a press release confirming that the Securities and Exchange Commission (“SEC”) commenced an administrative proceeding and simultaneously settled with NorthWestern the proceeding and the SEC’s investigation into the Company’s restatement of its first three quarters of quarterly reports in 2002.
Under the agreement approved by the Commission, NorthWestern agreed, without admitting any wrongdoing, to cease-and-desist from future violations of the securities laws. Specifically, the Company agreed to cease-and-desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 12b-20, 13a-11, and 13a-13 promulgated thereunder. NorthWestern will pay no monetary fine or be otherwise penalized under the settlement.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference.
Item 9.01 | Financial Statements and Exhibits. |
EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
99.1* | Press Release dated March 7, 2007 |
* 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.
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| NORTHWESTERN CORPORATION |
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| By: | ________________________________________ |
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| Thomas J. Knapp |
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| Vice President, General Counsel |
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Date: March 8, 2007
Index to Exhibits
EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
99.1* | Press Release dated March 7, 2007 |
* filed herewith