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): April 25, 2013
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 1-10499 (Commission File Number) | 46-0172280 (IRS Employer Identification No.) | ||
3010 W. 69th Street Sioux Falls, South Dakota (Address of principal executive offices) | 57108 (Zip Code) | |||
(605) 978-2900 (Registrant's telephone number, including area code) | ||||
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.02 | Results of Operations and Financial Condition |
On April 25, 2013, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”) issued a press release (the “Press Release”) discussing financial results for the quarter ended March 31, 2013, and providing earnings guidance for 2013 in the range of $2.40 to $2.55 per fully diluted share. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On April 25, 2013 at 10:00 a.m. Central Time, the Company will hold its annual meeting of stockholders at the NorthWestern Energy Operations Center, 600 Market Street West, Huron, South Dakota. During the annual meeting, Robert C. Rowe, president and chief executive officer of the Company will make a presentation to stockholders and other attendees that will discuss the operations of the business. A live webcast of the annual meeting can be accessed from the Company's Web site at
http://www.northwesternenergy.com under the Investor Information heading.
A copy of the slide presentation is being furnished pursuant to Regulation FD as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the slide presentation shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the slide presentation shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
| 99.1* | Press Release dated April 25, 2013 |
| 99.2* | Slide presentation dated April 25, 2013 |
* 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.
| NORTHWESTERN CORPORATION | |||
| By: | /s/ Timothy P. Olson | ||
| Timothy P. Olson | |||
| Corporate Secretary | |||
Date: April 25, 2013
Index to Exhibits
| EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
| 99.1* | Press Release dated April 25, 2013 |
| 99.2* | Slide presentation dated April 25, 2013 |
* filed herewith