Filed by The Montana Power Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: The Montana Power Company
Commission File No. 001-04566
[LOGO OF THE MONTANA POWER COMPANY]
CORPORATE AND SHAREHOLDER SERVICES
August 31, 2001
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URGENT -- TIME IS RUNNING OUT!
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Dear Fellow Shareholder:
By now, all of you should have received proxy material in connection with
the Special Meeting of Shareholders of The Montana Power Company to be held on
Friday, September 14, 2001. According to our latest records, however, your PROXY
VOTE for this meeting HAS NOT BEEN RECEIVED.
The vote requirement to approve the restructuring of The Montana Power
Company through a merger among The Montana Power Company, Touch America
Holdings, Inc. and The Montana Power, L.L.C. requires 2/3 of all outstanding
shares to vote in Favor of this proposal. So too does the proposal to approve
the sale of substantially all of The Montana Power Company's assets, its utility
business, to NorthWestern Corporation. This means that we need a significant
voting return from YOU, our individual investors. So, no matter how large or how
small the number of shares you own, please vote IN FAVOR of all proposals as
soon as possible.
Over the past three weeks, much has been written about The Montana Power
Company's decision to change from a diversified energy and utility company to a
stand alone telecommunications company. One point that has perhaps not been
emphasized enough, however, is that at The Montana Power Company, we greatly
value our investors--and all of your Board of Directors and management, without
exception, feel that this transition is in the best long-term interests of our
shareholders. To be sure, there will be challenges to overcome, but, over the
long haul, we remain convinced that this transition is the best way to maximize
future shareholder value.
So, if you have not as yet voted, please VOTE TODAY! You can vote your
shares by phone, over the Internet or via the mail, but since the Special
Meeting of Shareholders will soon be taking place, WE RECOMMEND THAT YOU VOTE
OVER THE PHONE BY SIMPLY CALLING THE TOLL FREE NUMBER SHOWN ON YOUR ENCLOSED
PROXY CARD OR BY CALLING OUR TOLL FREE NUMBER AT (800) 793-1283. Remember--WE
NEED YOUR SUPPORT!
Sincerely,
/s/ ROBERT P. GANNON
ROBERT P. GANNON
Chairman and Chief Executive Officer
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IF YOU HAVE RECENTLY VOTED,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
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[LOGO]
CORPORATE AND SHAREHOLDER SERVICES
August 24, 2001
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AN IMPORTANT MESSAGE FROM YOUR BOARD OF DIRECTORS:
YOUR VOTE IS VERY IMPORTANT
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Dear Fellow Shareholder:
You have previously received proxy material in connection with a Special
Meeting of Shareholders of The Montana Power Company. This meeting is to be held
on Friday, September 14, 2001.
Regardless of the number of shares you own, it is important that your shares
be represented at the meeting. Your vote matters to us, and WE NEED YOUR
SUPPORT. Even if you plan to attend the meeting, please vote your shares now so
that your vote can be counted without delay.
At this meeting, you, the shareholders, are being asked to approve a
restructuring that will complete the transition of The Montana Power Company
from a diversified energy and utility company to a stand-alone
telecommunications company. At the meeting, you will be asked to vote on three
separate proposals. Proposal One, approving an agreement and plan of merger
among The Montana Power Company, Touch America Holdings, Inc. and The Montana
Power, L.L.C., and Proposal Two, approving the sale of substantially all of the
assets of The Montana Power Company, the utility business, to NorthWestern
Corporation, require approval by an affirmative vote of at least two thirds of
all shares outstanding. Proposal Three, approving the redemption of The Montana
Power Company's $4.20 and $6.00 Series preferred stock, requires approval of a
majority of all shares outstanding.
Given these voting requirements, IF YOU DO NOT VOTE YOUR SHARES, YOU ARE
ESSENTIALLY VOTING AGAINST THESE PROPOSALS. Therefore, we would appreciate your
immediate attention to this matter. Since there are less than two weeks to the
Special Meeting, PLEASE VOTE TODAY!
You can vote your shares by phone, over the Internet or via the mail. But
please be sure to vote.
Thank you in advance for your support.
[LOGO]
Robert P. Gannon
Chairman and Chief Executive Officer
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IF YOU HAVE RECENTLY VOTED,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
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IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR PROXY, OR NEED ASSISTANCE IN
VOTING YOUR SHARES,
PLEASE CALL OUR TOLL FREE NUMBER AT (800)793-1283.
** REMEMBER, YOUR BROKER CANNOT VOTE YOUR SHARES UNTIL YOU INSTRUCT HIM OR HER
TO DO SO **
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[LOGO]
August 16, 2001
Dear Fellow Shareholders:
During the last three weeks, you should have received proxy material for the
upcoming Special Meeting of Shareholders of The Montana Power Company to be held
September 14, 2001 in Butte, Montana. The sole purpose of the meeting is to
consider and vote on the restructuring of the company, the sale of the utility
to NorthWestern Corporation, as well as the redemption of two issues of
preferred stock.
I want to encourage you to vote for The Montana Power Company's transition from
a diversified energy and utility company to: (i) a stand-alone transmission and
distribution utility company--The Montana Power, L.L.C., which will be sold to
NorthWestern; and (ii) a national broadband transport service provider with a
large fiber-optic network--Touch America, Inc. And, I want to address a question
regarding the vote that has come to my attention and that I feel needs
clarification.
A vote for restructuring and the sale will allow Touch America Holdings, Inc. to
become a virtually debt-free, stand-alone, New York Stock Exchange listed
telecommunications company, while placing the utility--The Montana Power, L.L.C.
and all of its employees in the hands of a growing enterprise that has electric
and natural gas delivery services as its focus. This restructuring will permit
Touch America, Inc. to become a competitive telecommunications company and it is
intended to insure that The Montana Power Company will remain fit and able to
serve the citizens of Montana.
This is the last piece of the transition of The Montana Power Company to Touch
America Holdings, Inc. We already have successfully divested our oil and gas,
coal, and independent power production businesses. At the end of the day when
the proceeds from the sale of the utility business are collected, Touch
America, Inc. is expected to have $1.6 billion in assets, including about
$350 million in cash, and it is expected to be profitable and fully funded for
its immediate business plans. This makes Touch America, Inc. extremely well
positioned in the broadband telecom space and well positioned to take advantage
of developing opportunities.
I would like to reiterate my enthusiastic support for this restructuring and
confirm your Board of Directors' recommendation that you vote FOR the approval
of the proposed merger; FOR the sale of the utility business; and FOR the
redemption of the $4.20 and $6.00 Series preferred stock.
Many of you have already voted in favor of these proposals. For this support, I
thank you. But there are still many of you who have not yet voted or who seem
uncertain as to how you should vote. If you haven't voted, please cast your vote
at your earliest opportunity.
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August 16, 2001
Page 2
One question that has come to my attention has been asked in different ways.
But, it really relates to a notion that by not voting or by voting against the
restructuring proposals, The Montana Power Company could somehow remain as a
combined telecommunications and utility company. Let me take this opportunity to
point out that your board of directors is committed to the separation of Touch
America, Inc. into a stand-alone company. Not voting or voting against these
proposals will not change our strategy of maximizing shareholder value through
the separation of Touch America, Inc. from the utility. Our future is in
telecommunications, and the future of our utility is to become part of
NorthWestern Corporation which is committed to grow its utility operations.
Moreover, if the proposals fail to garner the necessary shareholder support, the
Board will consider other methods to separate The Montana Power Company's energy
and telecommunications businesses in order to fulfill our strategic vision.
I assure you that the Board of Directors' is committed to restructuring The
Montana Power Company and is convinced that the best interests of The Montana
Power Company--shareholders, employees, and the communities where it
operates--are best served by a restructuring and sale. The Board is committed
and is resolute in its belief that the proposals being voted on at the upcoming
Special Meeting offer the best method for achieving this restructuring while
maximizing future shareholder value.
No matter how many or how few shares you own, your vote is important. So please
take a moment to vote for all of the proposals on your ballot.
Thank you for your support.
[LOGO]
Robert P. Gannon
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR PROXY, NEED ASSISTANCE IN VOTING
YOUR SHARES, OR WOULD LIKE TO CHANGE YOUR VOTE, PLEASE CALL OUR TOLL FREE NUMBER
AT (800) 793-1283.