SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-692
NORTHWESTERN PUBLIC SERVICE COMPANY
A Delaware Corporation
IRS Employer Identification No. 46-0172280
33 Third Street SE
Huron, South Dakota 57350-1318
Telephone - 605-352-8411
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 preceding 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. [ X ] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's
classes of stock, as of the latest practicable date:
Common Stock, Par Value $3.50
8,920,122 shares outstanding at November 6, 1996
Company-Obligated Mandatorily Redeemable Preferred Securities
of Subsidiary Trust, Liquidation Amount $25.00
1,300,000 shares outstanding at November 6, 1996
INDEX
Page
Part I. Financial Information
Consolidated Balance Sheet -
September 30, 1996 and December 31, 1995
Consolidated Statement of Income -
Three months and nine months ended
September 30, 1996 and 1995
Consolidated Statement of Cash Flows
Three months and nine months ended
September 30, 1996 and 1995
Notes to Consolidated Financial Statements
Management's Discussion of Financial Condition
and Results of Operations
Part II. Other Information
Signatures
NORTHWESTERN PUBLIC SERVICE COMPANY
CONSOLIDATED BALANCE SHEET
September 30 December 31,
1996 1995
ASSETS (unaudited)
--------------- ---------------
[S] [C] [C]
PROPERTY:
Electric $ 348,761,126 $ 336,961,117
Gas 78,710,213 73,546,150
Propane 73,814,263 74,815,533
Manufacturing 2,076,255 2,048,725
--------------- ---------------
503,361,857 487,371,525
Less-Accumulated depreciation (162,434,380) (150,469,310)
--------------- ---------------
340,927,477 336,902,215
--------------- ---------------
CURRENT ASSETS:
Cash and cash equivalents 1,648,869 4,551,913
Trade accounts receivable, net 18,820,277 28,190,389
Receivables related to acquisition 37,986,250 23,357,538
Inventories
Coal and fuel oil 2,835,517 3,600,474
Materials and supplies 5,011,468 4,097,484
Propane 8,729,151 8,287,443
Manufacturing 4,969,391 5,660,357
Deferred gas costs 859,693 2,925,865
Other 7,064,921 9,948,238
--------------- ---------------
87,925,537 90,619,701
--------------- ---------------
OTHER ASSETS:
Investments 61,622,288 51,907,141
Deferred charges and other 30,830,271 30,240,083
Goodwill and other intangibles, net 36,813,554 49,052,343
--------------- ---------------
129,266,113 131,199,567
--------------- ---------------
$ 558,119,127 $ 558,721,483
=============== ===============
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock equity $ 156,777,434 $ 152,678,191
Nonredeemable cumulative preferred stock 2,600,000 2,600,000
Redeemable cumulative preferred stock 3,650,000 3,660,000
Company obligated mandatorily redeemable
securities of trust holding solely
parent debentures 32,500,000 32,500,000
Long-term debt
Utility 183,850,000 183,850,000
Nonrecourse debt of subsidiaries 29,811,444 28,990,224
--------------- ---------------
409,188,878 404,278,415
--------------- ---------------
CURRENT LIABILITIES:
Short-term borrowings 17,500,000 3,500,000
Long-term debt due within one year 1,595,000 570,000
Accounts payable 10,176,852 15,564,985
Accrued taxes 9,615,098 7,689,592
Accrued interest 2,474,982 4,738,243
Liabilities related to acquisition 28,822,257 12,750,424
Other 9,215,808 13,947,990
--------------- ---------------
79,399,997 58,761,234
--------------- ---------------
DEFERRED CREDITS:
Accumulated deferred income taxes 30,222,169 43,666,229
Unamortized investment tax credits 9,598,969 10,021,519
Other 29,709,114 41,994,086
--------------- ---------------
69,530,252 95,681,834
--------------- ---------------
$ 558,119,127 $ 558,721,483
=============== ===============
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
NORTHWESTERN PUBLIC SERVICE COMPANY
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
--------------- -------------- -------------- --------------
OPERATING REVENUES:
Electric $ 19,965,968 $ 21,590,816 $ 56,173,725 $ 57,336,533
Gas 6,037,851 6,286,139 51,211,276 47,132,611
Propane 17,690,276 10,235,994 78,210,820 10,235,994
Manufacturing 6,010,985 7,434,763 18,009,523 21,704,211
--------------- -------------- -------------- --------------
49,705,080 45,547,712 203,605,344 136,409,349
--------------- -------------- -------------- --------------
OPERATING EXPENSES:
Fuel and purchased power 3,653,527 4,476,150 10,352,343 11,390,431
Purchased gas sold 6,515,890 6,839,819 35,089,313 34,898,440
Other operating expenses 6,257,725 5,110,543 18,877,343 16,467,683
Propane costs 16,284,670 8,751,239 65,583,947 8,751,239
Manufacturing costs 5,365,997 6,559,949 16,416,189 18,947,978
Maintenance 1,439,512 1,344,828 4,435,320 4,107,304
Depreciation and amortization 3,960,473 3,921,784 13,149,523 10,354,719
Property and other taxes 1,574,883 1,635,281 4,799,217 4,974,955
--------------- -------------- -------------- --------------
45,052,677 38,639,593 168,703,195 109,892,749
--------------- -------------- -------------- --------------
OPERATING INCOME:
Electric 7,400,432 8,911,785 19,187,887 20,998,202
Gas (4,158,170) (3,624,566) 4,813,177 2,189,578
Propane 922,358 853,667 9,744,749 853,667
Manufacturing 487,783 767,233 1,156,336 2,475,153
--------------- -------------- -------------- --------------
4,652,403 6,908,119 34,902,149 26,516,600
INVESTMENT INCOME AND OTHER 932,735 1,258,498 3,589,453 2,402,612
INTEREST EXPENSE, net (4,076,878) (3,101,806) (11,885,647) (8,183,633)
--------------- -------------- -------------- --------------
INCOME BEFORE INCOME TAXES 1,508,260 5,064,811 26,605,955 20,735,579
INCOME TAXES (207,060) (1,925,233) (8,642,635) (7,444,628)
--------------- -------------- -------------- --------------
NET INCOME 1,301,200 3,139,578 17,963,320 13,290,951
MINORITY INTEREST ON PREFERRED
SECURITIES OF SUBSIDIARY TRUST (660,156) (396,110) (1,980,468) (396,110)
DIVIDENDS ON CUMULATIVE PREFERRED STOCK (141,409) (76,257) (423,248) (135,807)
--------------- -------------- -------------- --------------
EARNINGS ON COMMON STOCK $ 499,635 $ 2,667,211 $ 15,559,604 $ 12,759,034
=============== ============== ============== ==============
WEIGHTED AVERAGE SHARES 8,920,122 8,277,232 8,920,122 7,875,034
EARNINGS PER AVERAGE COMMON SHARE $ 0.06 $ 0.32 $ 1.74 $ 1.62
=============== ============== ============== ==============
DIVIDENDS PER AVERAGE COMMON SHARE $ 0.440 $ 0.456 $ 1.320 $ 1.308
=============== ============== ============== ==============
The accompanying notes to consolidated financial statements are
an integral part of these statements.
NORTHWESTERN PUBLIC SERVICE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
OPERATING ACTIVITIES:
Net income $ 1,301,200 $ 3,139,578 $ 17,963,320 $ 13,290,951
Items not affecting cash:
Depreciation and amortization 3,960,473 3,921,784 13,149,523 10,354,719
Deferred income taxes 1,340 1,109,086 (671,325) 1,304,722
Investment tax credits (140,850) (141,300) (422,550) (423,900)
Changes in current assets and liabilities, net:
Accounts receivable 4,900,437 2,429,131 9,370,112 2,957,289
Inventories (3,179,408) 449,904 2,166,404 2,022,591
Other current assets (1,433,200) (398,639) 2,883,317 1,162,821
Accounts payable 862,982 4,160,868 (5,388,133) (1,298,649)
Accrued taxes (718,315) (1,009,616) 1,925,506 811,966
Accrued interest (2,284,663) (562,129) (2,263,261) (553,652)
Other current liabilities (3,994,558) (2,228,737) (4,732,182) (1,554,260)
Debt and acquisition related costs 0 (6,063,261) 0 (6,063,261)
Other, net (1,780,002) (1,874,546) (7,289,117) (110,454)
--------------- --------------- --------------- ---------------
Cash flows from (for) operating activities (2,504,564) 2,932,123 26,691,614 21,900,883
--------------- --------------- --------------- ---------------
INVESTMENT ACTIVITIES:
Additions to plant (8,214,298) (6,838,834) (22,980,571) (17,573,679)
Purchase of noncurrent investments (7,503,608) (3,008,454) (9,715,147) (6,960,921)
Purchase of net assets, net of cash acquired 0 (104,925,656) 0 (104,925,656)
Purchase of working capital, net 4,474,097 0 1,443,121 0
--------------- --------------- --------------- ---------------
Cash flows for investment activities (11,243,809) (114,772,944) (31,252,597) (129,460,256)
--------------- --------------- --------------- ---------------
FINANCING ACTIVITIES:
Dividends on common and preferred stock (4,066,267) (3,849,078) (12,197,813) (10,434,277)
Minority interest on preferred securities of
subsidiary trust (660,156) (396,110) (1,980,468) (396,110)
Issuance of long-term debt 2,276,763 60,000,000 4,647,246 62,265,000
Repayment of long-term debt (50,000) (594,445) (2,801,026) (1,286,945)
Issuance of preferred securities 0 31,213,261 0 31,213,261
Issuance of preferred stock 0 2,500,000 0 2,500,000
Retirement of preferred stock 0 0 (10,000) (30,000)
Issuance of common stock 0 29,872,182 0 29,872,182
Short-term borrowing issuances 14,500,000 3,000,000 17,500,000 7,000,000
Short-term borrowing repayments 0 (3,000,000) (3,500,000) (6,800,000)
--------------- --------------- --------------- ---------------
Cash flows from financing activities 12,000,340 118,745,810 1,657,939 113,903,111
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,748,033) 6,904,989 (2,903,044) 6,343,738
Cash and Cash Equivalents, beginning of period 3,396,902 1,991,361 4,551,913 2,552,612
--------------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $ 1,648,869 $ 8,896,350 $ 1,648,869 $ 8,896,350
=============== =============== =============== ===============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 1,006,000 $ 996,000 $ 7,260,293 $ 4,507,200
Interest 5,566,076 3,326,511 12,046,916 7,587,241
The accompanying notes to consolidated financial statements are
an integral part of these statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Reference is made to Notes to Financial Statements
included in the Company's Annual Report)
(1) Management's Statement -
The financial statements included herein have been prepared by
Northwestern Public Service Company (the Company), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. In
the opinion of the Company, all adjustments necessary for a fair
presentation of the results of operations for the interim periods have been
included. It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto included in
the Company's latest annual report to stockholders.
(2) Subsidiaries and Principles of Consolidation -
The consolidated financial statements include the accounts of all
wholly and majority owned subsidiaries. All significant intercompany
transactions have been eliminated.
(3) Allowance for Funds Used During Construction -
The allowance for funds used during construction includes the costs of
equity and borrowed funds used to finance construction which are
capitalized in accordance with rules prescribed by the FERC. For the
quarters ended September 30, 1996 and 1995, allowance for equity funds was
$17,445 and $38,032. For the nine months ended September 30, 1996, and
1995, allowance for equity funds was $65,523 and $86,140. Allowance for
borrowed funds was $15,470 and $102,827 for the quarters ended September
30, 1996 and 1995, and $56,880 and $232,898 for the nine months ended
September 30, 1996 and 1995.
(4) Propane Acquisitions -
On September 9, 1996, the Company through its wholly owned subsidiary,
Northwestern Growth Corporation (NGC), entered into agreements to acquire
Empire Energy Corporation (Empire), a retail distributor of propane serving
approximately 130,000 customers in 10 states, primarily in the Southeastern
regions of the United States.
In a separate transaction, NGC acquired on September 9, 1996
approximately $10 million of CGI Holdings, Inc. (CGI) preferred stock, in
addition to an arrangement that will allow Northwestern Growth to acquire
all of the common stock of CGI at a later date subject to various terms and
conditions. CGI is the parent company of Coast Gas, Inc., a retail propane
distributor serving 75,000 customers in seven states primarily in western
regions of the United States. CGI, headquartered in Watsonville, CA., also
owns Coast Energy Group, a wholesaler of propane and other natural gas
liquids and a marketer and processor of natural gas, located in Houston TX.
On October 7, 1996, the Company completed the acquisition of Empire
Energy. The acquisition was accounted for as a purchase. The total
purchase price of approximately $120 million was comprised of cash, certain
liabilities assumed including long-term debt of $94 million, and
transaction related costs.
On October 10, 1996, the Company announced its newly formed
subsidiary, Cornerstone Propane Partners, L.P., filed a registration
statement to sell 8,975,000 common units in an initial Master Limited
Partnership public offering. Cornerstone was formed to own and operate the
propane businesses and assets of NGC and CGI.
(5) Common Stock Dividends -
Dividends per share of common stock were calculated as follows:
Three Months Nine Months
Ended September 30 Ended September 30
---------- --------- ----------- ----------
1996 1995 1996 1995
---------- --------- ----------- ----------
Total Common Stock
Dividends Paid $3,924,856 $3,772,824 $11,774,563 $10,298,471
Average Common Shares 8,920,122 8,277,232 8,920,122 7,875,034
---------- ---------- ----------- -----------
Dividends Per Share $.440 $.456 $1.320 $1.308
========== ========== =========== ===========
The three and nine months period ended September 30, 1995, include a
dividend on the 1.2 million shares of common stock issued during the third
quarter at the quarterly dividend rate of $.425.
(6) Reclassifications -
Certain 1995 amounts have been reclassified to conform to the 1996
presentation. Such reclassifications had no impact on net income or common
stock equity as previously reported.
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Northwestern Public Service is an energy distribution company with
core operations engaged in the electric, natural gas, and propane
businesses. The Company generates and distributes electric energy to
55,000 customers in eastern South Dakota. It also purchases and
distributes natural gas to 77,000 customers in eastern South Dakota and
four communities in Nebraska.
In August 1995, the Company acquired Synergy Group, Inc., a retail
propane distributor in the eastern and south-central regions of the United
States. Since the acquisition of Synergy, smaller acquisitions in Ohio,
North Carolina, Oklahoma, and Arkansas added 10.0 million gallons on an
annualized basis to the Company's propane business. At September 30, the
Company's propane operations served more than 150,000 customers in 17
states.
Weather
Weather patterns have a material impact on the Company's operating
performance. Because natural gas and propane are heavily used for
residential and commercial heating, the demand for these products depends
upon weather patterns throughout the Company's service area. With a larger
proportion of its operations related to seasonal natural gas and propane
sales in 1996, the distribution of the Company's quarterly operating
performance will be different than in historical periods. A significantly
greater portion of the Company's operating income is expected to be
recognized in the first and fourth quarters related to higher revenues from
the heating season. Operating income for the second and third quarters is
expected to be substantially less than historical periods.
RESULTS OF OPERATIONS:
Earnings Comparisons -
Earnings per share for the quarter ended September 30, 1996 were $.06
compared to $.32 for the quarter ended September 30, 1995. The decrease in
earnings was primarily due to a decline in electric revenues as a result of
cooler than normal weather and due to seasonality of the Company's propane
operations acquired in August 1995. Because propane is heavily used for
residential and commercial heating, demand is the highest during the five-
month season of November - March. Consequently, a greater portion of the
Company's operating income is now recognized in the first and fourth
quarters related to higher revenues from the heating season. Operating
income for the second and third quarters will typically be less than
historical periods. Also impacting earnings for the quarter-ended
September were lower natural gas revenues and operating income and a
decrease in sales and operating income from manufacturing operations.
Earnings per share for the year to date ended September 30, 1996 were
$1.74 compared to $1.62 for the nine months ended September 30, 1995. The
increase in earnings was primarily due to the propane acquisitions
discussed above, improved returns from natural gas sales, slightly colder
weather in the first quarter, and increased investment income related to
the LodgeNet common stock sold during the second quarter. Offsetting the
increase in earnings were higher financing costs related to the issuance of
securities and short and long term indebtedness in funding the propane
acquisitions.
Electric and Natural Gas:
The following tables summarize the factors affecting the variations in
electric and natural gas revenues between years:
Variation from Variation from
Prior Year Prior Year
Three Months Nine Months
Ended September 30 Ended September 30
------- ------- ------- -------
1996 1995 1996 1995
------- ------- ------- -------
(thousands of dollars)
Electric:
Variation in kwh sales $(1,127) $2,459 $ 26 $2,456
Changes in rates, fuel cost
recovery, and other (498) (256) $(1,189) $ (604)
------- ------- ------- -------
$(1,625) $2,203 $(1,163) $1,852
======= ======= ======= =======
Natural Gas:
Variation in mmbtu sales $ (126) $ 370 $3,632 $ (113)
Changes in rates, gas cost
recovery, and other (122) 539 447 232
------- ------- ------- -------
$ (248) $ 909 $4,079 $ 119
======= ======= ======= =======
For the quarter ended September 30, 1996, changes in electric fuel-
related costs decreased due to decreased sales and changes in purchased
gas costs were comparable to changes in gas revenue. Other operating
expenses increased due to growth-related costs in expanded energy services
and marketing functions and higher employee benefit expense.
For the nine months ended September 30, 1996, the favorable first
quarter weather pattern impact on natural gas revenue resulted in
comparable increases in purchased gas costs. The increase in other
operating expenses reflects growth-related costs in expanded energy
services and marketing functions, higher employee benefit expense, and
higher costs related to the leasing of certain computer equipment rather
than making capital investments. Maintenance expense increases are
primarily related to higher expenditures at the base-load generating
plants.
Propane:
Operating revenue from propane sales for the third quarter of 1996 was
$17.7 million on sales of 17.1 million gallons. For the nine months ended
September 1996, operating revenue was $78.2 million on sales of 74.4
million gallons. During the first quarter of 1996, weather was 2% colder
than normal. Since the majority of propane is sold during the months of
November - March related to residential and commercial heating, the second
and third quarters are traditionally a net loss period in the industry.
Manufacturing:
Manufacturing revenues are related to the Company's investment in
Lucht Inc., a firm that manufactures photographic processing and imaging
equipment used by high volume photo processing laboratories. Weaker sales
activity produced lower revenues for the third quarter and for the year-to-
date as compared to 1995. Also impacting the decline in operating income
were higher expenses related to international marketing.
Other Income Statement Items:
Other income, net, decreased for the third quarter of 1996 primarily
due to lower investment income related to the sale of 50,000 shares of the
Company's LodgeNet common stock investment in the third quarter of 1995.
Other income for the year to date increased primarily due to higher
investment income related to the sale of 125,000 shares of the Company's
LodgeNet common stock investment. The increase in depreciation for the
quarter and year-to-date reflects primarily the addition of propane to
depreciable plant. The increase in interest expense in 1996 is primarily
related to the issuance of $60 million general mortgage bonds in August
1995 as a part of the Synergy acquisition financing and a short-term line
of credit related to propane operations and acquisitions, including the
acquisition of approximately $10 million of CGI Holdings, Inc. preferred
stock. Year-to-date income taxes increased as a result of higher taxable
income while income taxes for the three months ended September 30, 1996
decreased as a result of lower taxable income. The increase in preferred
dividends and the addition of minority interest on preferred securities is
related to the issuance of preferred securities to finance the propane
transactions.
Liquidity and Capital Resources -
The Company has a high degree of long-term liquidity through the
generation of operating cash flows, the availability of substantial
marketable securities, and a sound capital structure. In addition, the
Company has adequate capacity for additional financing and has maintained
its liquidity position through favorable bond ratings.
Cash flows from (for) operating activities during the three months
ended September 30, 1996 and 1995 were ($2.5) million and $2.9 million, and
$26.7 million and $21.9 million for the nine months ended September 30,
1996 and 1995. The year-to-date increase was primarily due to growth in
the Company's operating performance and propane acquisitions. Cash
equivalents and investment securities totaled $37.9 million and $49.2
million at September 30, 1996 and 1995.
Working capital and other financial resources are also provided by
lines of credit, which are generally used to support commercial paper
borrowings, a primary source of short-term financing. At September 30,
1996, unused short-term lines of credit totaled $30.5 million. In
addition, the Company's nonregulated businesses maintain nonrecourse credit
agreements with various banks for revolving and term loans.
Capital Requirements -
The Company's primary capital requirements include the funding of its
energy business construction and expansion programs, the funding of debt
and preferred stock retirements and sinking fund requirements, and the
funding of its corporate development and investment activities. As
discussed in the Notes to Consolidated Financial Statements, the Company's
subsidiary, Cornerstone Propane Partners, L.P., filed a registration
statement on October 10, 1996 to sell 8,975,000 common units in an initial
Master Limited Partnership public offering related to the Company's propane
activities capital requirements.
The emphasis of the Company's construction activities is to undertake
those projects that most efficiently serve the expanding needs of its
customer base, enhance energy delivery capabilities, expand its current
customer base, and provide for the reliability of energy supply.
Expenditures for construction activities during the three months and nine
months ended September 30, 1996 and 1995 were $8.2 million and $6.8 million
and $23.0 million and $17.6 million, respectively. Included in such
construction activities were nonregulated capital expenditures of $2.3
million and $.7 million during the three months ended September 30, 1996
and 1995 and $5.0 million and $.9 million for the nine months ended
September 30, 1996 and 1995. Capital expenditures for 1996, excluding
propane, are estimated to be $20.0 million with a large portion of
expenditures to be spent on enhancements of the electric and natural gas
distribution systems and new customer growth. Electric and natural gas
related capital expenditures, including new customer development, for the
years 1996 through 2000 are estimated to be $78.0 million. Nonregulated
capital expenditures for 1996 are estimated to be $6.5 million. Estimated
nonregulated capital expenditures for the years 1996 through 2000 are
estimated to be $20.5 million.
Capital requirements for the mandatory retirement of long-term debt
and preferred stock sinking fund payments totaled $580,000 during the nine
months ended September 30, 1996, and it is expected that such mandatory
retirements and redemptions will be $1.6 million in 1997, $20.6 million in
1998, $12.8 million in 1999, and $5.0 million in 2000.
The Company anticipates that future capital requirements will be met
by both internally generated cash flows and available external financing.
NORTHWESTERN PUBLIC SERVICE COMPANY
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any pending material
litigation.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 2 - Stock Purchase and Merger Agreement dated September 4,
1996 among Northwestern Growth Corporation, CGI Acquisition
Corporation and CGI Holdings, Inc.
Exhibit 10 - Termination Agreement dated September 28, 1996 by and
among Empire Gas Corporation, Northwestern Growth Corporation and
SYN Inc.
Exhibit 27 - Financial Data Schedule UT (SEC only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on September 13, 1996 to
announce that the Company, through its wholly owned subsidiary,
Northwestern Growth Corporation (NGC), entered into agreements to acquire
Empire Energy Corporation (Empire), a retail distributor of propane serving
approximately 130,000 customers in 10 states, primarily in the Southeastern
regions of the United States. The Company also announced that NGC executed
agreements to acquire approximately $10 million of CGI Holdings, Inc.
preferred stock, in addition to an arrangement that will allow NGC to
acquire all of the common stock of CGI. On September 9, 1996 NGC acquired
the CGI Holdings, Inc. preferred stock.
The Company also filed a report on Form 8-K on October 21, 1996 to
announce the merger of a wholly owned subsidiary of the registrant with
Empire Energy Corporation (Empire) was consummated on October 7, 1996.
The Company also filed a report on Form 8-K/A on November 12, 1996 as
Amendment No. 1. The Form 8-K is amended to include pro forma financial
information.
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 thereunto duly authorized.
NORTHWESTERN PUBLIC SERVICE COMPANY
-----------------------------------
(Registrant)
Date: __________, 1996 /s/ R. A. Thaden
------------------------------------
Treasurer
Date: ___________, 1996 /s/ A. D. Dietrich
-----------------------------------
Vice President-Administration
and Corporate Secretary