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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHWESTERN CAPITAL FINANCING II
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(Exact name of registrant as specified in its Declaration of Trust)
Delaware 41-6461234
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o NorthWestern Corporation
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
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(Address of principal executive offices) (Zip Code)
NORTHWESTERN CORPORATION
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(Exact name of registrant as specified in its
Restated Certificate of Incorporation)
Delaware 46-0172280
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be So Registered Each Class is to be Registered
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8-1/4% Trust Preferred Securities of
NorthWestern Capital Financing II and the
Guarantee by NorthWestern Corporation with
respect thereto........................................The New York Stock
Exchange, Inc.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file numbers to which this form relates:
333-58491 AND 333-82707 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 8-1/4% Trust
Preferred Securities, liquidation amount of $25 per security (the "Trust
Preferred Securities") of NorthWestern Capital Financing II (the
"Registrant"), and the guarantee (the "Guarantee") by NorthWestern
Corporation ("NorthWestern") with respect thereto. The descriptions of the
Trust Preferred Securities and the Guarantee to be registered hereunder are
set forth under the captions "DESCRIPTION OF THE TRUST PREFERRED SECURITIES -
CERTAIN TERMS OF THE TRUST PREFERRED SECURITIES" and "DESCRIPTION OF THE
GUARANTEE" in the Prospectus Supplement dated December 18, 2001 (the
"Prospectus Supplement"), supplementing the Prospectus dated July 27, 1999,
of the Registrant, NorthWestern Capital Financing III, NorthWestern Capital
Financing IV and NorthWestern, which constitutes a part of the Registration
Statement (the "First Registration Statement") on Form S-3 (File No.
333-58491) of the Registrant and NorthWestern and a part of the Registration
Statement (the "Second Registration Statement") on Form S-3 (File No.
333-82707) of the Registrant and NorthWestern. The First Registration
Statement was filed with the Securities and Exchange Commission (the
"Commission") on July 2, 1998. The Second Registration Statement was filed
with the Commission on July 12, 1999. The Prospectus Supplement, which was
filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act
of 1933, as amended, is deemed to be incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description
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4.1 Registration Statement of the Registrant
and NorthWestern on Form S-3
(Registration No. 333-58491) and the
Prospectus that forms a part of such
Registration Statement as filed with the
Commission on July 2, 1998.
4.2 Registration Statement of the Registrant
and NorthWestern on Form S-3
(Registration No. 333-82707) and the
Prospectus that forms a part of such
Registration Statement as filed with the
Commission on July 12, 1999.
4.3 Restated Certificate of Trust of
NorthWestern Capital Financing II (formerly
known as NWPS Capital Financing II) dated
as of June 30, 1998 (incorporated herein by
reference to Exhibit 4(b)(12) to the
Registration Statement of the Registrant
and NorthWestern on Form S-3 (Registration
No. 333-58491) as filed with the
Commission on July 2, 1998).
4.4* Amended and Restated Declaration of
Trust of the Registrant, dated as of
December 21, 2001.
4.5 Subordinated Debt Securities Indenture,
dated as of August 1, 1995, between
NorthWestern and The Chase Manhattan Bank
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(National Association), as trustee
(incorporated herein by reference to Exhibit
4(f) to NorthWestern's Current Report on
Form 8-K filed with the Commission on
August 30, 1995, Commission File No.
0-692).
4.6* Third Supplemental Indenture, dated as of
December 21, 2001.
4.7* Preferred Securities Guarantee Agreement,
dated as of December 21, 2001.
4.8 Form of Trust Preferred Security Certificate
(included in Exhibit 4.4 above).
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* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHWESTERN CAPITAL FINANCING II
By: /s/ Richard R. Hylland
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Name: Richard R. Hylland
Title: Regular Trustee
Date: December 21, 2001
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Registration Statement of the Registrant
and NorthWestern on Form S-3
(Registration No. 333-58491) and the
Prospectus that forms a part of such
Registration Statement as filed with the
Commission on July 2, 1998.
4.2 Registration Statement of the Registrant
and NorthWestern on Form S-3
(Registration No. 333-82707) and the
Prospectus that forms a part of such
Registration Statement as filed with the
Commission on July 12, 1999.
4.3 Restated Certificate of Trust of
NorthWestern Capital Financing II (formerly
known as NWPS Capital Financing II) dated
as of June 30, 1998 (incorporated herein by
reference to Exhibit 4(b)(12) to the
Registration Statement of the Registrant
and NorthWestern on Form S-3 (Registration
No. 333-58491) as filed with the
Commission on July 2, 1998).
4.4* Amended and Restated Declaration of
Trust of the Registrant, dated as of
December 21, 2001.
4.5 Subordinated Debt Securities Indenture,
dated as of August 1, 1995, between
NorthWestern and The Chase Manhattan Bank
(National Association), as trustee
(incorporated herein by reference to Exhibit
4(f) to NorthWestern's Current Report on
Form 8-K filed with the Commission on
August 30, 1995, Commission File No.
0-692).
4.6* Third Supplemental Indenture, dated as of
December 21, 2001.
4.7* Preferred Securities Guarantee Agreement,
dated as of December 21, 2001.
4.8 Form of Trust Preferred Security Certificate
(included in Exhibit 4.4 above).
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* Filed herewith.