UNITED STATES
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2005
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)
Item 2.02 Results of Operations and Financial Condition.
On May 2, 2005, NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) (the “Company”) issued a press release discussing results for the first quarter of 2005 and reaffirming earnings guidance for 2005. The press release is included as Exhibit 99.1 hereto and is incorporated herein by reference. The press release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.
A copy of the press release is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference. The press release 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 press release 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 7.01 Regulation FD Disclosure.
On May 2, 2005, Michael J. Hanson, president, and Brian B. Bird, chief financial officer, of the Company made a presentation at the American Gas Association Financial Forum in New Orleans to review the Company’s financial and operational highlights for the first quarter of 2005.
A copy of the slide presentation that Mr. Hanson and Mr. Bird used in making their remarks at that forum is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
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 herein incorporated by reference. The 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 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 |
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99.1* |
| Press Release of NorthWestern Corporation, dated May 2, 2005 |
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99.2* |
| Slide Presentation of NorthWestern Corporation, dated May 2, 2005 |
|
* filed herewith
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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: | /s/ Thomas J. Knapp |
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Thomas J. Knapp | ||||||
Vice President and General Counsel | ||||||
Date: May 2, 2005
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Index to Exhibits
EXHIBIT NO. |
| DESCRIPTION OF DOCUMENT |
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99.1* |
| Press Release of NorthWestern Corporation, dated May 2, 2005 |
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99.2* |
| Slide Presentation of NorthWestern Corporation, dated May 2, 2005 |
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* filed herewith
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