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): November 9, 2005
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 0-692 |
| 46-0172280 | ||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) | ||
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125 South Dakota Avenue |
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Sioux Falls, South Dakota |
| 57104 | ||||
(Address of principal executive offices) |
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(605) 978-2908
(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):
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 2.02 Results of Operations and Financial Condition.
On November 9, 2005, NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) (the “Company”) issued a press release discussing results for the third quarter of 2005, reaffirming earnings guidance for fiscal year 2005, providing earnings guidance for fiscal year 2006, announcing that its Board of Directors increased the quarterly dividend to $0.31 per share, and authorized a share repurchase program permitting the Company to acquire up to $75 million of its common stock. The press release is included 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.
As discussed therein, the press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
Item 9.01 Financial Statements and Exhibits
EXHIBIT NO. |
| DESCRIPTION OF DOCUMENT |
99.1* |
| Press release of NorthWestern Corporation dated November 9, 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.
| NorthWestern Corporation | ||
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| By: | /s/ Thomas J. Knapp |
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| Thomas J. Knapp | |
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| Vice President, General Counsel | |
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| and Corporate Secretary | |
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Date: November 9, 2005 |
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Index to Exhibits
EXHIBIT NO. |
| DESCRIPTION OF DOCUMENT |
99.1* |
| Press release of NorthWestern Corporation dated November 9, 2005 |
* filed herewith
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