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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 31, 2002
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Date of Report
NORTHWESTERN CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-692 46-0172280
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(Commission File No.) (IRS Employer Identification Number)
125 South Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
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(Address of Principal Executive Offices)
(605) 978-2908
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(Registrant's Telephone Number, Including Area Code)
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Item 5. OTHER EVENTS
On January 24, 2002, NorthWestern Corporation ("NorthWestern") and
NorthWestern Capital Financing III ("Trust III"), entered into an
underwriting agreement (the "Underwriting Agreement") with Morgan Stanley &
Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc., as Representatives of the
Underwriters named in the Underwriting Agreement, for the sale of an
aggregate of 4,000,000 shares of Trust III's 8.10% Trust Preferred Securities
(Liquidation Amount $25 per Trust Preferred Security) (the "Trust Preferred
Securities"), with an overallotment option of up to an aggregate of 600,000
additional Trust Preferred Securities. A copy of the Underwriting Agreement
is filed as Exhibit 1.1 to this Form 8-K.
In connection with the capitalization of Trust III, NorthWestern
purchased 123,712 shares of Trust III's 8.10% Trust Common Securities
(Liquidation Amount $25 per Trust Common Security) (the "Trust Common
Securities"). The aggregate proceeds from the sale of the Trust Preferred
Securities and the Trust Common Securities were used to purchase subordinated
debt securities of NorthWestern, designated its 8.10% Subordinated Deferrable
Interest Debentures due January 15, 2032 (the "Debentures").
The opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to
NorthWestern and Trust III, concerning certain legal matters with respect to
the validity of the Debentures and the guarantee by NorthWestern of certain
obligations relating to the Trust Preferred Securities is filed as Exhibit
99.1 hereto. Such opinion includes the consent of Paul, Hastings, Janofsky &
Walker LLP to the reference to its name under the caption "Legal Matters" in
the Prospectus Supplement, dated January 24, 2002, to the Prospectus, dated
July 29, 1999, included in the Registration Statement (the "First
Registration Statement") on Form S-3 (File No. 333-58491) of Trust III,
NorthWestern Capital Financing I, NorthWestern Capital Financing II and
NorthWestern and the Registration Statement (the "Second Registration
Statement", and collectively with the First Registration Statement, the
"Registration Statement") on Form S-3 (File No. 333-82707) of Trust III,
NorthWestern Capital Financing II, NorthWestern Capital Financing IV and
NorthWestern.
The opinion of Richards, Layton & Finger, P.A., special Delaware counsel to
NorthWestern and Trust III, concerning certain legal matters with respect to the
validity of the Trust Preferred Securities is filed as Exhibit 99.2 hereto. Such
opinion includes the consent of Richards, Layton & Finger, P.A. to the reference
to its name under the caption "Legal Opinions" in the Prospectus, dated July 29,
1999, and under the caption "Legal Matters" in the Prospectus Supplement, dated
January 24, 2002, to the Prospectus, dated July 29, 1999, included in the
Registration Statement.
The opinion of Paul, Hastings, Janofsky & Walker LLP, special tax
counsel to NorthWestern and Trust III, concerning certain United States
federal income tax matters is filed as Exhibit 99.3 hereto. Such opinion
includes the consent of Paul, Hastings, Janofsky & Walker, LLP to the
reference to its name under the captions "Certain United States Federal
Income Tax Consequences" and "Legal Matters" in the Prospectus Supplement,
dated January 24, 2002, to the Prospectus, dated July 29, 1999, included in
the Registration Statement.
Copies of the instruments defining the rights of the holders of the Trust
Preferred Securities are filed as Exhibits 4.1 through 4.8 to NorthWestern's and
Trust III's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on January 31, 2002.
NorthWestern is filing this Current Report on Form 8-K in order to cause
the Underwriting Agreement and the opinions and consents of Paul, Hastings,
Janofsky & Walker LLP and Richards, Layton & Finger, P.A. to be incorporated
into the Registration Statement by reference. By filing this Current Report
on Form 8-K, however, NorthWestern does not believe that any of the
Underwriting Agreements, the opinions and consents of Paul, Hastings,
Janofsky & Walker LLP and Richards, Layton & Finger, P.A. or the information
set forth herein represent, either individually or in the aggregate, a
"fundamental change" (as such term is used in Item 512(a)(1)(ii) of
Regulation S-K) in the information set forth in the Registration Statement.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
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1.1* Underwriting Agreement, dated as of January 24, 2002, among
NorthWestern, Trust III, Morgan Stanley & Co. Incorporated, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Smith Barney Inc., as Representatives of the Underwriters
named in the Underwriting Agreement.
99.1* Opinion of Paul, Hastings, Janofsky & Walker, LLP with respect to the
validity of the 8.10% Subordinated Deferrable Interest Debentures due
January 15, 2032 and the Preferred Securities Guarantee Agreement,
dated as of January 31, 2002, between NorthWestern and Wilmington
Trust Company
99.2* Opinion of Richard, Layton & Finger, P.A. with respect to the
validity of the Trust Preferred Securities
99.3* Tax Opinion of Paul, Hastings, Janofsky & Walker LLP with respect to
the Trust Preferred Securities
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* Filed herewith.
2
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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 hereunto duly authorized.
Date: January 31, 2002
NORTHWESTERN CORPORATION
By: /s/ Kipp D. Orme
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Kipp D. Orme
Vice President - Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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1.1* Underwriting Agreement, dated as of January 24, 2002, among
NorthWestern, Trust III, Morgan Stanley & Co. Incorporated, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Smith Barney Inc., as Representatives of the Underwriters
named in the Underwriting Agreement.
99.1* Opinion of Paul, Hastings, Janofsky & Walker, LLP with respect to the
validity of the 8.10% Subordinated Deferrable Interest Debentures due
January 15, 2032 and the Preferred Securities Guarantee Agreement,
dated as of January 31, 2002, between NorthWestern and Wilmington
Trust Company
99.2* Opinion of Richard, Layton & Finger, P.A. with respect to the
validity of the Trust Preferred Securities
99.3* Tax Opinion of Paul, Hastings, Janofsky & Walker LLP with respect to
the Trust Preferred Securities
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* Filed herewith.