UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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)
JANUARY 24, 2002
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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)
ITEM 5. OTHER EVENTS
As previously reported, on September 29, 2000, NorthWestern
Corporation ("NorthWestern") entered into a definitive agreement with The
Montana Power Company ("Montana Power") to acquire the utility business of
Montana Power (the "MPC Utility"), which comprises substantially all of the
assets of The Utility of The Montana Power Company (the "Utility"), for
approximately $1.1 billion, including the assumption of approximately $488
million in existing Montana Power debt and preferred stock. NorthWestern is
accounting for this acquisition as a purchase.
NorthWestern has made considerable progress in moving towards the
completion of the acquisition of the MPC Utility. The transaction has
received approval of the Federal Energy Regulatory Commission ("FERC"), and
supermajority approval by Montana Power's shareholders. The transaction is
not required to receive the approval of NorthWestern's shareholders.
Consummation of the transaction, however, remains subject to
Hart-Scott-Rodino clearance and the approval of the Montana Public Service
Commission (the "MPSC"). NorthWestern initially filed notification, and on
January 17, 2001 received early termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Because this
initial notification expired one year following the grant of early
termination, NorthWestern refiled an application under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 on January 10, 2002, and again requested
early termination of the waiting period. The new waiting period will expire
on February 11, 2002 at 11:59 p.m., unless NorthWestern's request for early
termination is granted before then or the waiting period is extended by a
request for additional information or documentary material. On November 9,
2001, the MPSC adopted a procedural schedule agreeing to issue an order
regarding the acquisition no later than January 31, 2002. On December
28, 2001, NorthWestern reached a stipulated agreement with Montana Power, the
Montana Consumer Counsel, the Montana Large Customer Group and certain other
parties in support of the MPC Utility acquisition, recovery of electric
restructuring costs and certain other matters. On January 16, 2002, the MPSC
held a hearing to receive testimony concerning the stipulated agreement.
There can be no assurance as to whether the MPSC will grant its approval,
whether the terms of any approval will be acceptable to the parties, or when
any approval will be received. In addition, customary closing requirements
apply such as confirmation of representations and warranties, compliance with
covenants and the satisfaction of contractual closing conditions. There can
be no assurance that these conditions will be satisfied.
NorthWestern entered into a credit agreement (the "New Credit
Agreement") as of January 14, 2002 with Credit Suisse First Boston, ABN AMRO
Bank N.V., CIBC Inc. and Barclays Capital plc, as co-arrangers, Credit Suisse
First Boston, as administrative agent, lead arranger and sole book runner,
and the banks and other financial institutions parties thereto, for the
provision of a $1.0 billion credit facility with a term of 364 days following
the closing date of the MPC Utility acquisition. The credit facility consists
of a $280 million revolving credit facility and a $720 million term loan.
NorthWestern intends to make its initial borrowings under the New
Credit Agreement at the time of the closing of the acquisition of the MPC
Utility to fund the acquisition, repay borrowings under and terminate its
existing credit agreement, dated as of June 10, 1999, as amended, among
NorthWestern, Canadian Imperial Bank of Commerce ("CIBC"), as agent, and the
several banks and financial institutions party thereto, and for working
capital purposes. Borrowings under the credit facility are subject to the
satisfaction of customary conditions precedent.
NorthWestern currently intends to issue a combination of long term
debt and equity following the closing of the acquisition of the MPC Utility
to refinance the acquisition term loan and to provide working capital.
NorthWestern will be required to pay additional fees in the event
NorthWestern is unable to refinance the acquisition term loan within 60 days
and 150 days, respectively, from the closing of the acquisition of the MPC
Utility. For additional information related to the New Credit Agreement, see
note 5 contained in "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" included as Exhibit 99.1 to
this Current Report on Form 8-K.
On December 21, 2001, NorthWestern Capital Financing II sold
4,000,000 shares of its 8 1/4% trust preferred securities and on January 15,
2002, NorthWestern Capital Financing II sold an additional 270,000 shares of
its 8 1/4% trust preferred securities pursuant to an overallotment option.
NorthWestern Capital Financing II used the proceeds from the sale of the
8 1/4% trust preferred securities to purchase $110.1 million aggregate
principal amount of NorthWestern's 8 1/4% subordinated debentures due
December 15, 2031. The 8 1/4% trust preferred securities are guaranteed by
NorthWestern and will be redeemed when the subordinated debentures are paid
either at maturity on December 15, 2031, or upon early redemption.
NorthWestern received approximately $102.9 million in net proceeds from the
sale of the subordinated debentures, after paying underwriting commissions
and offering expenses totalling approximately $3.9 million. NorthWestern used
these net proceeds for general corporate purposes and to repay a portion of
the amounts outstanding under its existing credit facility with CIBC.
Contemporaneously with the filing of this Current Report on Form
8-K, NorthWestern and NorthWestern Capital Financing III, a Delaware
statutory business trust ("Trust III"), are filing a Rule 424(b) prospectus
supplement under NorthWestern's previously filed Registration Statements File
No. 333-82707 with respect to the issue and sale by Trust III
of 4,000,000 shares of its 8.10% trust preferred securities. All of the
proceeds from the sale and issuance of such trust preferred securities will
be invested by Trust III in subordinated debentures of NorthWestern. The
closing of the sale of Trust III's 8.10% trust preferred securities is
scheduled to occur on January 31, 2001.
By filing this Current Report on Form 8-K NorthWestern is
incorporating by reference into the prospectuses relating to Securities
offered by NorthWestern under its effective Registration Statements Nos.
333-64113, 333-80817 and 333-80819, certain pro forma information contained
in the 424(b) prospectus being filed contemporaneously herewith with respect
to the issuance and sale of Trust III's 8.10% trust preferred securities,
which is filed as an exhibit hereto.
This Form 8-K includes as exhibits Unaudited Pro Forma Combined
Financial Information of NorthWestern as of and for the nine months ended
September 30, 2001 and for the year ended December 31, 2000 and updated
Statements of Eligibility under the Trust Indenture Act of 1939 on Forms T-1
for Wilmington Trust Company.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements regarding our
assumptions, projections, expectations, intentions or beliefs about future
events.
Words or phrases such as "anticipates," "believes," "estimates,"
"expects," "intends," "plans," "predicts," "projects," "will likely result,"
"will continue" or similar expressions identify forward-looking statements.
Forward-looking statements involve risks and uncertainties which could
cause actual results or outcomes to differ materially from those expressed. We
caution that while we make such statements in good faith and we believe such
statements are based on reasonable assumptions, including without limitation,
management's examination of historical operating trends, data contained in
records and other data available from third parties, but there can be no
assurance that our projections will be achieved or accomplished.
In addition to other factors and matters discussed elsewhere in our
most recent quarterly and annual reports that we file with the SEC, some
important factors that could cause actual results or outcomes for NorthWestern
to differ materially from those discussed in forward-looking statements include:
- the adverse impact of weather conditions;
- unscheduled generation outages;
- maintenance or repairs;
- unanticipated changes to fossil fuel or gas supply costs or
availability due to higher demand, shortages, transportation
problems or other developments;
- developments in the federal and state regulatory environment and
the terms associated with obtaining regulatory approvals;
- the rate of growth and economic conditions in our service
territories and those of our subsidiaries;
- the speed and degree to which competition enters our businesses;
- the timing and extent of changes in interest rates and
fluctuations in energy-related commodity prices;
- risks associated with acquisitions, transition and integration of
acquired companies;
- availability of minority interest basis for loss allocation
purposes;
- changes in customer usage patterns and preferences;
- changing conditions in the economy, capital markets and other
factors identified from time to time in our filings with the SEC;
and
- our ability to complete the acquisition of the MPC Utility.
Any forward-looking statement speaks only as of the date on which such
statement is made, and, except as required by law, we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all such factors, nor can it assess the
impact of any such factor on its business or the extent to which any factor, or
combination of factors, may cause results to differ materially from those
contained in any forward-looking statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NUMBER TITLE
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99.1* 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.
99.2* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 for Wilmington Trust Company to act
as trustee under the Declaration of Trust of NorthWestern
Capital Financing III, as amended from time to time.
99.3* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 for Wilmington Trust Company to act
as trustee under the guarantee by NorthWestern Corporation
of the trust preferred Securities of NorthWestern Capital
Financing III.
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* Filed herewith
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
January 24, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
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99.1* 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.
99.2* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 for Wilmington Trust Company to act as
trustee under the Declaration of Trust of NorthWestern
Capital Financing III, as amended from time to time.
99.3* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 for Wilmington Trust Company to act as
trustee under the guarantee by NorthWestern Corporation of
the trust preferred Securities of NorthWestern Capital
Financing III.
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* Filed herewith