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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
DECEMBER 18, 2001
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NORTHWESTERN CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-692 46-0172280
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(Commission File Number) (IRS Employer Identification Number)
125 SOUTH DAKOTA AVENUE, SIOUX FALLS, SD 57104
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (605) 978-2908
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
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On December 12, 2001, NorthWestern Corporation (the "Company") filed a
Form 8-K dated January 11, 2001 (the "Original 8-K") containing certain
audited financial statements of The Montana Power Company Utility and certain
unaudited pro forma financial statements related thereto (collectively, the
"Finanical Statements"). The Company filed a Form 8-K/A on December 13, 2001
to file certain material agreements of the Company and to file a consent of
experts relating to the Financial Statements. This Form 8-K/A further amends
the Original 8-K to provide updated pro forma financial statements in Item
7(b), to provide an updated consent of experts relating to the Financial
Statements and to provide updated Statements of Eligibility under the Trust
Indenture Act of 1939 on Forms T-1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NUMBER TITLE
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10.1 * Comprehensive Employment Agreement and Investment Program for
Merle D. Lewis, dated as of June 1, 2000.
10.2 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Richard R. Hylland, dated as of
March 1, 2001.
10.3 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Daniel K. Newell, dated as of
March 1, 2001.
10.4 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Michael J. Hanson, dated as of
March 1, 2001.
10.5 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Walter A. Bradley, III, dated as of
March 1, 2001.
10.6 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Kipp D. Orme, dated as of
March 1, 2001.
10.7 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Eric R. Jacobsen, dated as of
March 1, 2001.
10.8 * Supplemental Income Security Plan for Directors, Officers and
Managers, as amended and restated effective July 1, 1999.
23.1 Consent of PricewaterhouseCoopers LLC.
99.1 * Unaudited Combined Financial Statements of the Utility as of
and for the nine months ended September 30, 2001 and Audited
Combined Financial Statements of the Utility as of December
31, 2000 and 1999 and for each of the years in the three-year
period ended December 31, 2000.
99.2 Unaudited Pro Forma Combined Financial Information of
NorthWestern Corporation as of and for the nine months ended
September 30, 2001 and for the year ended December 31, 2000.
99.3 * Unaudited Pro Forma Combined Financial Data of the Utility as
of and for the nine months ended September 30, 2001 and for
the year ended December 30, 2000.
99.4 Form T-1 Statement of Elgibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee
for Wilmington Trust Company to act as trustee under the
Amended and Restated Declaration of Trust of NorthWestern
Capital Financing II.
99.5 Form T-1 Statement of Elgibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee
for Wilmington Trust Company to act as trustee under the
Guarantee Agreement relating to NorthWestern Capital
Financing II.
99.6 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee for
JPMorgan Chase Bank to act as trustee under the Subordinated
Debt Securities Indenture, dated August 1, 1995, between
NorthWestern Corporation and JPMorgan Chase Bank (as successor
to the Chase Manhattan Bank (N.A.)), as Trustee.
* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NorthWestern Corp.
(Registrant)
By: /s/ Kipp D. Orme
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Kipp D. Orme
Vice President--Finance and Chief
Executive Officer
December 20, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
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10.1 * Comprehensive Employment Agreement and Investment Program for
Merle D. Lewis, dated as of June 1, 2000.
10.2 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Richard R. Hylland, dated as of
March 1, 2001.
10.3 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Daniel K. Newell, dated as of
March 1, 2001.
10.4 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Michael J. Hanson, dated as of
March 1, 2001.
10.5 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Walter A. Bradley, III, dated as of
March 1, 2001.
10.6 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Kipp D. Orme, dated as of
March 1, 2001.
10.7 * Comprehensive Employment Agreement and Equity Plan
Participation Program for Eric R. Jacobsen, dated as of
March 1, 2001.
10.8 * Supplemental Income Security Plan for Directors, Officers and
Managers, as amended and restated effective July 1, 1999.
23.1 Consent of PricewaterhouseCoopers LLC.
99.1 * Unaudited Combined Financial Statements of the Utility as of
and for the nine months ended September 30, 2001 and Audited
Combined Financial Statements of the Utility as of December
31, 2000 and 1999 and for each of the years in the three-year
period ended December 31, 2000.
99.2 Unaudited Pro Forma Combined Financial Information of
NorthWestern Corporation as of and for the nine months ended
September 30, 2001 and for the year ended December 31, 2000.
99.3 * Unaudited Pro Forma Combined Financial Data of the Utility as
of and for the nine months ended September 30, 2001 and for
the year ended December 30, 2000.
99.4 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee
for Wilmington Trust Company to act as trustee under the
Amended and Restated Declaration of Trust of NorthWestern
Capital Financing II.
99.5 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee
for Wilmington Trust Company to act as trustee under the
Guarantee Agreement relating to NorthWestern Capital
Financing II.
99.6 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee for
JPMorgan Chase Bank to act as trustee under the Subordinated
Debt Securities Indenture, dated August 1, 1995, between
NorthWestern Corporation and JPMorgan Chase Bank (as successor
to the Chase Manhattan Bank (N.A.), as Trustee.
* Previously filed.