United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10–K/A
(Amendment No. 1)
(Mark One)
ý Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Or
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission File Number: 0-692
NORTHWESTERN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 46-0172280 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
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125 S. Dakota Avenue, Sioux Falls, South Dakota | 57104 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: 605-978-2908
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Name of each exchange on which registered) |
Common Stock, $1.75 par value and related Common Stock Purchase Rights |
All listed on New York Stock Exchange |
Company Obligated Mandatorily Redeemable Security of Trust Holding Solely Parent Debentures, $25.00 liquidation amount | |
Common Stock Purchase Rights |
Securities registered under Section 12(g) of the Act:
Preferred Stock, Par Value $100
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.ý
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 20, 2002 was $619,166,821.
The number of shares of Common Stock, Par Value $1.75, outstanding as of March 20, 2002 was 27,396,762.
The documents incorporated by reference are as follows:
N/A
Explanatory Note
This Annual Report on Form 10-K/A (Amendment No. 1) is being filed as an amendment to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 as originally filed with the Securities and Exchange Commission on April 1, 2002. This Form 10-K/A (Amendment No. 1) is filed with the Securities and Exchange Commission for the purpose of filing Exhibit 21 — Subsidiaries of the Registrant and Exhibit 10(c)(2) — Guaranty of certain obligations of Cornerstone Propane, L.P. by the Registrant.
Part V
Item 1. Index to Exhibits
Certain documents previously filed with the Commission by the Registrant which define the rights of holders of long-term and other debt of the Registrant and certain of its subsidiaries are now included as Exhibits 4(b)(6)-(8) and 4(e)(8)-(15) to the Registrant's Form 10-K. Any other instruments that define the rights of holders of long term debt of the Registrants or its subsidiaries but are not required to be filed with the Commission will be furnished to the Commission upon request.
Exhibit Number |
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(3) ARTICLES OF INCORPORATION AND BY-LAWS | ||||
3(a) |
| Registrant’s Restated Certificate of Incorporation, dated November 1, 2000, is incorporated by reference to Exhibit (3)(a) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||
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3(b) |
| Registrant’s By-Laws, as amended, dated February 7, 2001, is incorporated by reference to Exhibit (3)(b) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES | ||||
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4(a)(1) |
| General Mortgage Indenture and Deed of Trust, dated as of August 1, 1993, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(a) of Form 8-K, dated August 16, 1993, Commission File No. 0-692. | ||
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4(a)(2) |
| Supplemental Indenture, dated August 15, 1993, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 16, 1993, Commission File No. 0-692. | ||
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4(a)(3) |
| Supplemental Indenture, dated August 1, 1995, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(a)(4) |
| Supplemental Indenture, dated September 1, 1995, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, concerning the New Mortgage Bonds, 6.99% Series due 2002, is incorporated by reference to Exhibit (4)(a)(5) of Form 10-K for the year ended December 31, 1995, Commission File No. 0-692. | ||
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4(b)(1) |
| Preferred Securities Guarantee Agreement, dated August 3, 1995, between the Company and Wilmington Trust Company is incorporated by reference to Exhibit 1(d) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(2) |
| Declaration of Trust of NWPS Capital Financing I is incorporated by reference to Exhibit 4(d) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(3) |
| Amended and Restated Declaration of Trust of NWPS Capital Financing I is incorporated by reference to Exhibit 4(e) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(4) |
| Subordinated Debt Securities Indenture, dated August 1, 1995, between NorthWestern and The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(f) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(5) |
| First Supplemental Indenture, dated August 1, 1995, to the Subordinated Debt Securities Indenture is incorporated by reference to Exhibit 4(g) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(6) |
| Second Supplemental Indenture, dated as of November 15, 1998, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4(f) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(b)(7) |
| Third Supplemental Indenture, dated as of December 21, 2001, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4.6 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(b)(8) |
| Fourth Supplemental Indenture, dated as of January 31, 2002, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4.5 of Form 8-A, dated February 1, 2002, Commission File No. 0-692). |
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4(c)(1) |
| Sale Agreement between NorthWestern and Mercer County, North Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993, is incorporated by reference to Exhibit 4(b)(1) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
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4(c)(2) |
| Loan Agreement between NorthWestern and Grant County, South Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993A, is incorporated by reference to Exhibit 4(b)(2) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
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4(c)(3) |
| Loan Agreement between NorthWestern and Grant County, South Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993B, is incorporated by reference to Exhibit 4(b)(3) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
4(c)(4) |
| Loan Agreement between NorthWestern and City of Salix, Iowa, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project Series 1993, is incorporated by reference to Exhibit 4(b(4 of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.) |
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4(c)(5) |
| Rights Agreement, dated as of December 11, 1996, between NorthWestern and Norwest Bank Minnesota, N.A. as Rights Agent, is incorporated by reference to Exhibit 4(c(5 of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692.) |
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4(c)(6) |
| First Amendment to Rights Agreement, dated August 21, 2000, between the Company and Wells Fargo Bank Minnesota, N.A., (formerly Norwest Bank Minnesota, N.A. as Rights Agent.) |
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4(d) |
| Credit Agreement, dated as of June 10, 1999, among NorthWestern, several lenders and Canadian Imperial Bank of Commerce as Agent, is incorporated by reference to Exhibit 4(d of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692.) |
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4(e)(1) |
| Registration Statement on Form S-3 (registration No. 333-58491 of NorthWestern Capital Financing III, Northwestern Capital Financing I, NorthWestern Capital Financing II and NorthWestern related to the 8.10% Trust Preferred Securities, liquidation amount of $25 per security of NorthWestern Capital Financing III.) |
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4(e)(2) |
| Registration Statement on Form S-3 (Registration No. 333-82707 of NorthWestern Capital Financing III, NorthWestern Capital Financing II, NorthWestern Capital Financing IV and NorthWestern and the Prospectus that forms a part of such Registration Statement, as filed with the commission on July 12, 1999, as supplemented.) |
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4(e)(3) |
| Restated Certificate of Trust of NorthWestern Capital Financing III, dated as of June 30, 1998, is incorporated herein by reference to Exhibit 4(b(13 to the Registration Statement on Form S-3 (Registration No. 333-58491.) |
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4(e)(4) |
| Amended and Restated Declaration of Trust of the Trust, dated as of January 31, 2002 together with the Form of Trust Preferred Security Certificate, is incorporated by reference to Exhibit (4.4 of Form 8-A, dated February 1, 2002, Commission File No. 0-692.) |
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4(e)(5) |
| Deleted (duplicative of Exhibit 4(b)(4)). |
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4(e)(6) |
| Moved (see Exhibit 4(b)(8)). |
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4(e)(7) |
| Preferred Securities Guarantee Agreement, dated as of January 31, 2002, between NorthWestern and Wilmington Trust Company for the benefit of the holders of the Trust Preferred Securities, is incorporated by Reference to Exhibit (4.7 of Form 8-A dated February 1, 2002, Commission File No. 0-692.) |
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4(e)(8) |
| Indenture, dated as of November 1, 1998, from NorthWestern Corporation to The Chase Manhattan Bank (N.A.), as Trustee (incorporated by reference to Exhibit 4(b)(8) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 12, 1999, Commission File No. 333-82707). |
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4(e)(9) |
| Supplemental Indenture, dated as of November 1, 1998, to the Indenture (incorporated by reference to Exhibit 4(b)(9) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 12, 1999, Commission File No. 333-82707). |
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4(e)(10) |
| Preferred Securities Guarantee Agreement, dated as of November 18, 1998, between NorthWestern Corporation and Wilmington Trust Company (incorporated by reference to Exhibit 4(g) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(e)(11) |
| Certificate of Trust of NorthWestern Capital Financing I (incorporated by reference to Exhibit 4(b)(11) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 2, 1998, Commission File No. 333-58491). |
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4(e)(12) |
| Amended and Restated Declaration of Trust of NorthWestern Capital Financing I (incorporated by reference to Exhibit 4(e) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(e)(13) |
| Restated Certificate of Trust of NorthWestern Capital Financing II (incorporated by reference to Exhibit 4(b)(12) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 2, 1998, Commission File No. 333-54891). |
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4(e)(14) |
| Preferred Securities Guarantee Agreement, dated as of December 21, 2001, between NorthWestern Corporation and Wilmington Trust Company (incorporated by reference to Exhibit 4.7 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(e)(15) |
| Amended and Restated Declaration of Trust of NorthWestern Capital Financing II (incorporated by reference to Exhibit 4.4 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(f)(1) |
| Purchase Agreement dated March 8, 2002 among NorthWestern, Credit Suisse First Boston Corporation, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement related to the purchase and sale of $250,000,000 aggregate principal amount of NorthWestern’s 7 7/8% Notes due March 15, 2007 and $470,000,000 aggregate principal amount of NorthWestern’s 8 3/4% Notes due March 15, 2012 (incorporated by reference to Exhibit 4(f)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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4(f)(2) |
| Registration Rights Agreement dated March 13, 2002 among NorthWestern, credit Suisse First Boston Corporation, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement dated March 8, 2002 (incorporated by reference to Exhibit 4(f)(2) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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4(f)(3) |
| Second Supplemental Indenture dated as of March 13, 2002 between NorthWestern and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as trustee under the Indenture, dated as of November 1, 1998, between NorthWestern and the trustee, as previously supplemented by a first supplemental indenture, dated as of November 1, 1998, between NorthWestern and the trustee (incorporated by reference to Exhibit 4(f)(3) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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| The Registrant hereby agrees to furnish to the Commission, upon request, copies of certain instruments defining the rights of holders of long-term debt of the kind described in Item 601(b)(4) of Regulation S-K. |
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(10) |
| MATERIAL CONTRACTS | ||||||
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10(a)(1) * |
| NorthWestern Corporation Traditional Pension Equalization Plan, as amended and restated effective January 1, 2000, is incorporated by reference to Exhibit 10(a)(2) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(2) * |
| NorthWestern Corporation Cash Balance Supplemental Executive Retirement Plan, effective January 1, 2000, is incorporated by reference to Exhibit 10(a)(3) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(3) * |
| NorthStar Annual Incentive Plan, for all eligible employees, as amended May 4, 1999, is incorporated by reference to Exhibit 10(a)(4) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(4)* |
| NorthWestern Executive Performance Plan, effective May 2, 2000, is incorporated by reference to Exhibit (10)(a)(5) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||||||
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10(a)(5) * |
| NorthWestern Stock Option and Incentive Plan, as amended January 16, 2001, is incorporated by reference to Exhibit (10)(a)(6) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||||||
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10(a)(6) * |
| Deferred Compensation Plan for Non-employee Directors adopted November 6, 1985, is incorporated by reference to Exhibit 10(g)(2) of Form 10-K for the year ended December 31, 1988, Commission File No. 0-692. | ||
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10(a)(7) |
| Supplemental Variable Investment Plan, as amended and restated January 1, 2000 (incorporated by reference to Exhibit 10(a)(7) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). | ||
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10(a)(8)** |
| Unit Purchase Agreement dated as of September 29, 2000 by and between NorthWestern Corporation, Touch America Holdings, Inc. and the Montana Power Company with respect to all outstanding membership interests in The Montana Power LLC, is incorporated by reference to Exhibit (10)(a)(1) of Form 8-K, dated August 21, 2001, Commission File No. 0-692. | ||
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10(a)(9)** |
| Amendment No. 1 to the Unit Purchase Agreement dated June 21, 2001, is incorporated by reference to Exhibit (10)(a)(2) of Form 8-K, dated August 21, 2001, Commission File No. 0-692. | ||
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10(a)(10)* |
| Comprehensive Employment Agreement and Investment Program for Merle D. Lewis, dated as of June 1, 2000), is incorporated by reference to Exhibit (10.1) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(11)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Richard R. Hylland, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.2) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(12)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Daniel K. Newell, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.3) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(13)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Michael J. Hanson, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.4) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(14)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Walter A. Bradley, III, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.5) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(15)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Kipp D. Orme, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.6) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(16)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Eric R. Jacobsen, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.7) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
10(a)(17)* |
| Supplemental Income Security Plan for Directors, Officers and Managers, as amended and restated effective July 1, 1999 is incorporated by reference to Exhibit (10.8) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(18)* |
| Form of "Tier 1" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(a) of Form 10-Q, dated March 31, 2001, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(a)(19)* |
| Form of "Tier 2" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(b) of Form 10-Q, dated March 31, 2002, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(a)(20)* |
| Form of "Tier 3" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(c) of Form 10-Q, dated March 31, 2001, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(b)(1) |
| Credit Agreement, dated as of January 14, 2002, among the Company, Credit Suisse First Boston, ABN AMRO Bank N.V., CIBC Inc. and Barclays Capital Inc., as co-arrangers, Credit Suisse First Boston, as administrative agent, lead arranger and sole book runner, and the banks and other financial institutions parties thereto (incorporated by reference to Exhibit 10(b)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) | ||
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10(c)(1) |
| Guaranty of certain obligations of Montana Megawatts I, LLC dated September 28, 2001 furnished by NorthWestern to ABN AMRO Bank N.V. (incorporated by reference to Exhibit 10(c)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) | ||
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10(c)(2)*** |
| Guaranty of certain obligations of Cornerstone Propane, L.P., dated November 30, 2001 furnished by Northwestern to Credit Suisse First Boston. |
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10(d)(1) |
| Credit and Security Agreement, date as of March 31, 2001, between Expanets, Inc. and Avaya Inc. (and NorthWestern with respect to Section 7.3 only) (incorporated by reference to Exhibit 10(d)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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10(d)(2) |
| First Amendment to Credit and Security Agreement, dated as of August 1, 2001, between Expanets, Inc. and Avaya Inc. (acknowledged by NorthWestern) (incorporated by reference to Exhibit 10(d)(2) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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10(d)(3) |
| Second Amendment to Credit and Security Agreement; Amendment to Collateral Agreements, dated as of March 5, 2002, between Expanets, Inc. (and several affiliates of Expanets) and Avaya Inc. (and NorthWestern with respect to Sections 1(h) and 7 only) (incorporated by reference to Exhibit 10(d)(3) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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(13) |
| REPORT FURNISHED TO SECURITY HOLDERS — Annual Report for Fiscal Year ended December 31, 2001, furnished to shareholders of record on April 1, 2002 (incorporated by reference to Exhibit 13 of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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(21)*** |
| SUBSIDIARIES OF THE REGISTRANT — List of NorthWestern subsidiaries as of December 31, 2001. |
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(23) |
| CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS (incorporated by reference to Exhibit 23 of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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(24) |
| Power of Attorney (incorporated by reference to the Power of Attorney included on page 33 of the Registrant's Form 10-K as originally filed) |
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(99) |
| REPRESENTATIONS BY ARTHUR ANDERSEN LLP (incorporated by reference to Exhibit 10(a)(7) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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* Management contract or compensatory plan or arrangement.
** Northwestern Corporation will provide copies of any omitted schedules to the agreement to the SEC staff, upon the staff's request
*** Filed herewith
5
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| NorthWestern Corporation |
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Dated: April , 2002 | By: |
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| Merle D. Lewis |
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| Chairman of the Board of Directors and Chief Executive Officer |
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Exhibit Index
Exhibit Number |
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(3) ARTICLES OF INCORPORATION AND BY-LAWS | ||||
3(a) |
| Registrant’s Restated Certificate of Incorporation, dated November 1, 2000, is incorporated by reference to Exhibit (3)(a) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||
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3(b) |
| Registrant’s By-Laws, as amended, dated February 7, 2001, is incorporated by reference to Exhibit (3)(b) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES | ||||
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4(a)(1) |
| General Mortgage Indenture and Deed of Trust, dated as of August 1, 1993, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(a) of Form 8-K, dated August 16, 1993, Commission File No. 0-692. | ||
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4(a)(2) |
| Supplemental Indenture, dated August 15, 1993, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 16, 1993, Commission File No. 0-692. | ||
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4(a)(3) |
| Supplemental Indenture, dated August 1, 1995, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(a)(4) |
| Supplemental Indenture, dated September 1, 1995, from NorthWestern to The Chase Manhattan Bank (National Association), as Trustee, concerning the New Mortgage Bonds, 6.99% Series due 2002, is incorporated by reference to Exhibit (4)(a)(5) of Form 10-K for the year ended December 31, 1995, Commission File No. 0-692. | ||
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4(b)(1) |
| Preferred Securities Guarantee Agreement, dated August 3, 1995, between the Company and Wilmington Trust Company is incorporated by reference to Exhibit 1(d) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(2) |
| Declaration of Trust of NWPS Capital Financing I is incorporated by reference to Exhibit 4(d) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(3) |
| Amended and Restated Declaration of Trust of NWPS Capital Financing I is incorporated by reference to Exhibit 4(e) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(4) |
| Subordinated Debt Securities Indenture, dated August 1, 1995, between NorthWestern and The Chase Manhattan Bank (National Association), as Trustee, is incorporated by reference to Exhibit 4(f) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(5) |
| First Supplemental Indenture, dated August 1, 1995, to the Subordinated Debt Securities Indenture is incorporated by reference to Exhibit 4(g) of Form 8-K, dated August 30, 1995, Commission File No. 0-692. | ||
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4(b)(6) |
| Second Supplemental Indenture, dated as of November 15, 1998, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4(f) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(b)(7) |
| Third Supplemental Indenture, dated as of December 21, 2001, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4.6 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(b)(8) |
| Fourth Supplemental Indenture, dated as of January 31, 2002, to the Subordinated Debt Securities Indenture (incorporated by reference to Exhibit 4.5 of Form 8-A, dated February 1, 2002, Commission File No. 0-692). |
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4(c)(1) |
| Sale Agreement between NorthWestern and Mercer County, North Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993, is incorporated by reference to Exhibit 4(b)(1) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
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4(c)(2) |
| Loan Agreement between NorthWestern and Grant County, South Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993A, is incorporated by reference to Exhibit 4(b)(2) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
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4(c)(3) |
| Loan Agreement between NorthWestern and Grant County, South Dakota, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project) Series 1993B, is incorporated by reference to Exhibit 4(b)(3) of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692. | |||||
4(c)(4) |
| Loan Agreement between NorthWestern and City of Salix, Iowa, dated June 1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds (Northwestern Public Service Company Project Series 1993, is incorporated by reference to Exhibit 4(b(4 of Registrant’s report on Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.) |
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4(c)(5) |
| Rights Agreement, dated as of December 11, 1996, between NorthWestern and Norwest Bank Minnesota, N.A. as Rights Agent, is incorporated by reference to Exhibit 4(c(5 of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692.) |
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4(c)(6) |
| First Amendment to Rights Agreement, dated August 21, 2000, between the Company and Wells Fargo Bank Minnesota, N.A., (formerly Norwest Bank Minnesota, N.A. as Rights Agent.) |
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4(d) |
| Credit Agreement, dated as of June 10, 1999, among NorthWestern, several lenders and Canadian Imperial Bank of Commerce as Agent, is incorporated by reference to Exhibit 4(d of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692.) |
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4(e)(1) |
| Registration Statement on Form S-3 (registration No. 333-58491 of NorthWestern Capital Financing III, Northwestern Capital Financing I, NorthWestern Capital Financing II and NorthWestern related to the 8.10% Trust Preferred Securities, liquidation amount of $25 per security of NorthWestern Capital Financing III.) |
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4(e)(2) |
| Registration Statement on Form S-3 (Registration No. 333-82707 of NorthWestern Capital Financing III, NorthWestern Capital Financing II, NorthWestern Capital Financing IV and NorthWestern and the Prospectus that forms a part of such Registration Statement, as filed with the commission on July 12, 1999, as supplemented.) |
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4(e)(3) |
| Restated Certificate of Trust of NorthWestern Capital Financing III, dated as of June 30, 1998, is incorporated herein by reference to Exhibit 4(b(13 to the Registration Statement on Form S-3 (Registration No. 333-58491.) |
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4(e)(4) |
| Amended and Restated Declaration of Trust of the Trust, dated as of January 31, 2002 together with the Form of Trust Preferred Security Certificate, is incorporated by reference to Exhibit (4.4 of Form 8-A, dated February 1, 2002, Commission File No. 0-692.) |
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4(e)(5) |
| Deleted (duplicative of Exhibit 4(b)(4)). |
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4(e)(6) |
| Moved (see Exhibit 4(b)(8)). |
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4(e)(7) |
| Preferred Securities Guarantee Agreement, dated as of January 31, 2002, between NorthWestern and Wilmington Trust Company for the benefit of the holders of the Trust Preferred Securities, is incorporated by Reference to Exhibit (4.7 of Form 8-A dated February 1, 2002, Commission File No. 0-692.) |
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4(e)(8) |
| Indenture, dated as of November 1, 1998, from NorthWestern Corporation to The Chase Manhattan Bank (N.A.), as Trustee (incorporated by reference to Exhibit 4(b)(8) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 12, 1999, Commission File No. 333-82707). |
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4(e)(9) |
| Supplemental Indenture, dated as of November 1, 1998, to the Indenture (incorporated by reference to Exhibit 4(b)(9) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 12, 1999, Commission File No. 333-82707). |
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4(e)(10) |
| Preferred Securities Guarantee Agreement, dated as of November 18, 1998, between NorthWestern Corporation and Wilmington Trust Company (incorporated by reference to Exhibit 4(g) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(e)(11) |
| Certificate of Trust of NorthWestern Capital Financing I (incorporated by reference to Exhibit 4(b)(11) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 2, 1998, Commission File No. 333-58491). |
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4(e)(12) |
| Amended and Restated Declaration of Trust of NorthWestern Capital Financing I (incorporated by reference to Exhibit 4(e) of NorthWestern Corporation's Registration Statement on Form 8-A (Amendment No. 1), dated December 3, 1998, Commission File No. 001-14623). |
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4(e)(13) |
| Restated Certificate of Trust of NorthWestern Capital Financing II (incorporated by reference to Exhibit 4(b)(12) of NorthWestern Corporation's Registration Statement on Form S-3, dated July 2, 1998, Commission File No. 333-54891). |
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4(e)(14) |
| Preferred Securities Guarantee Agreement, dated as of December 21, 2001, between NorthWestern Corporation and Wilmington Trust Company (incorporated by reference to Exhibit 4.7 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(e)(15) |
| Amended and Restated Declaration of Trust of NorthWestern Capital Financing II (incorporated by reference to Exhibit 4.4 of NorthWestern Corporation's Registration Statement on Form 8-A, dated December 21, 2001, Commission File No. 001-16843). |
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4(f)(1)
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| Purchase Agreement dated March 8, 2002 among NorthWestern, Credit Suisse First Boston Corporation, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement related to the purchase and sale of $250,000,000 aggregate principal amount of NorthWestern’s 7 7/8% Notes due March 15, 2007 and $470,000,000 aggregate principal amount of NorthWestern’s 8 3/4% Notes due March 15, 2012 (incorporated by reference to Exhibit 4(f)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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4(f)(2) |
| Registration Rights Agreement dated March 13, 2002 among NorthWestern, credit Suisse First Boston Corporation, Barclays Capital Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in Schedule A to the Purchase Agreement dated March 8, 2002 (incorporated by reference to Exhibit 4(f)(2) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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4(f)(3) |
| Second Supplemental Indenture dated as of March 13, 2002 between NorthWestern and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as trustee under the Indenture, dated as of November 1, 1998, between NorthWestern and the trustee, as previously supplemented by a first supplemental indenture, dated as of November 1, 1998, between NorthWestern and the trustee (incorporated by reference to Exhibit 4(f)(3) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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4 |
| The Registrant hereby agrees to furnish to the Commission, upon request, copies of certain instruments defining the rights of holders of long-term debt of the kind described in Item 601(b)(4) of Regulation S-K. |
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(10) |
| MATERIAL CONTRACTS | ||||||
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10(a)(1) * |
| NorthWestern Corporation Traditional Pension Equalization Plan, as amended and restated effective January 1, 2000, is incorporated by reference to Exhibit 10(a)(2) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(2) * |
| NorthWestern Corporation Cash Balance Supplemental Executive Retirement Plan, effective January 1, 2000, is incorporated by reference to Exhibit 10(a)(3) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(3) * |
| NorthStar Annual Incentive Plan, for all eligible employees, as amended May 4, 1999, is incorporated by reference to Exhibit 10(a)(4) of Registrant’s report on Form 10-K for the year ending December 31, 1999, Commission File No. 0-692. | ||||||
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10(a)(4)* |
| NorthWestern Executive Performance Plan, effective May 2, 2000, is incorporated by reference to Exhibit (10)(a)(5) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||||||
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10(a)(5) * |
| NorthWestern Stock Option and Incentive Plan, as amended January 16, 2001, is incorporated by reference to Exhibit (10)(a)(6) of Form 10-K for the year ended December 31, 2000, Commission File No. 0-692. | ||||||
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10(a)(6) * |
| Deferred Compensation Plan for Non-employee Directors adopted November 6, 1985, is incorporated by reference to Exhibit 10(g)(2) of Form 10-K for the year ended December 31, 1988, Commission File No. 0-692. | ||
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10(a)(7) |
| Supplemental Variable Investment Plan, as amended and restated January 1, 2000 (incorporated by reference to Exhibit 10(a)(7) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). | ||
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10(a)(8)** |
| Unit Purchase Agreement dated as of September 29, 2000 by and between NorthWestern Corporation, Touch America Holdings, Inc. and the Montana Power Company with respect to all outstanding membership interests in The Montana Power LLC, is incorporated by reference to Exhibit (10)(a)(1) of Form 8-K, dated August 21, 2001, Commission File No. 0-692. | ||
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10(a)(9)** |
| Amendment No. 1 to the Unit Purchase Agreement dated June 21, 2001, is incorporated by reference to Exhibit (10)(a)(2) of Form 8-K, dated August 21, 2001, Commission File No. 0-692. | ||
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10(a)(10)* |
| Comprehensive Employment Agreement and Investment Program for Merle D. Lewis, dated as of June 1, 2000), is incorporated by reference to Exhibit (10.1) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(11)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Richard R. Hylland, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.2) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(12)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Daniel K. Newell, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.3) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(13)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Michael J. Hanson, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.4) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(14)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Walter A. Bradley, III, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.5) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(15)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Kipp D. Orme, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.6) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(16)* |
| Comprehensive Employment Agreement and Equity Plan Participation Program for Eric R. Jacobsen, dated as of March 1, 2001 is incorporated by reference to Exhibit (10.7) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
10(a)(17)* |
| Supplemental Income Security Plan for Directors, Officers and Managers, as amended and restated effective July 1, 1999 is incorporated by reference to Exhibit (10.8) of Form 8-K/A, dated December 14, 2001, Commission File No. 0-692. | ||
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10(a)(18)* |
| Form of "Tier 1" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(a) of Form 10-Q, dated March 31, 2001, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(a)(19)* |
| Form of "Tier 2" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(b) of Form 10-Q, dated March 31, 2002, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(a)(20)* |
| Form of "Tier 3" Termination Benefits Upon Change in Control Agreement, is incorporated by reference to Exhibit 10(c) of Form 10-Q, dated March 31, 2001, filed by The Montana Power Company, Commission File No. 1-4566. | ||
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10(b)(1) |
| Credit Agreement, dated as of January 14, 2002, among the Company, Credit Suisse First Boston, ABN AMRO Bank N.V., CIBC Inc. and Barclays Capital Inc., as co-arrangers, Credit Suisse First Boston, as administrative agent, lead arranger and sole book runner, and the banks and other financial institutions parties thereto (incorporated by reference to Exhibit 10(b)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) | ||
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10(c)(1) |
| Guaranty of certain obligations of Montana Megawatts I, LLC dated September 28, 2001 furnished by NorthWestern to ABN AMRO Bank N.V. (incorporated by reference to Exhibit 10(c)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) | ||
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10(c)(2)*** |
| Guaranty of certain obligations of Cornerstone Propane, L.P., dated November 30, 2001 furnished by Northwestern to Credit Suisse First Boston. |
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10(d)(1) |
| Credit and Security Agreement, date as of March 31, 2001, between Expanets, Inc. and Avaya Inc. (and NorthWestern with respect to Section 7.3 only) (incorporated by reference to Exhibit 10(d)(1) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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10(d)(2) |
| First Amendment to Credit and Security Agreement, dated as of August 1, 2001, between Expanets, Inc. and Avaya Inc. (acknowledged by NorthWestern) (incorporated by reference to Exhibit 10(d)(2) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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10(d)(3) |
| Second Amendment to Credit and Security Agreement; Amendment to Collateral Agreements, dated as of March 5, 2002, between Expanets, Inc. (and several affiliates of Expanets) and Avaya Inc. (and NorthWestern with respect to Sections 1(h) and 7 only) (incorporated by reference to Exhibit 10(d)(3) of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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(13) |
| REPORT FURNISHED TO SECURITY HOLDERS — Annual Report for Fiscal Year ended December 31, 2001, furnished to shareholders of record on April 1, 2002 (incorporated by reference to Exhibit 13 of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499). |
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(21)*** |
| SUBSIDIARIES OF THE REGISTRANT — List of NorthWestern subsidiaries as of December 31, 2001. |
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(23) |
| CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS (incorporated by reference to Exhibit 23 of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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(24) |
| Power of Attorney (incorporated by reference to the Power of Attorney included on page 33 of the Registrant's Form 10-K as originally filed) |
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(99) |
| REPRESENTATIONS BY ARTHUR ANDERSEN LLP (incorporated by reference to Exhibit 99 of the Registrant's report on Form 10-K for the year ending December 31, 2001, Commission File No. 001-10499) |
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* Management contract or compensatory plan or arrangement.
** Northwestern Corporation will provide copies of any omitted schedules to the agreement to the SEC staff, upon the staff's request
*** Filed herewith
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