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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)
FEBRUARY 15, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on September 28, 2000, NorthWestern
Corporation ("NorthWestern"), Touch America Holdings, Inc. and The Montana
Power Company, entered into a Unit Purchase Agreement, which was subsequently
amended on June 21, 2001, pursuant to which NorthWestern agreed to purchase all
of the outstanding units of The Montana Power, L.L.C., which holds the electric
and natural gas utility business of The Montana Power Company. The purchase
of all of the outstanding units of The Montana Power, L.L.C. was completed on
February 15, 2002. The total consideration for the purchase was
$1,090,000,000, which consisted of $602,000,000 in cash and the assumption of
$488,000,000 of existing debt and preferred stock of The Montana Power,
L.L.C., net of cash received.
NorthWestern financed the acquisition with its new credit agreement,
dated 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. The new
credit agreement is a $1.0 billion credit facility with a term of 364 days
following the closing of the acquisition. The credit facility consists of a
$280.0 million revolving credit facility and a $720.0 million acquisition
term loan. In connection with the closing of the purchase, NorthWestern drew
$720.0 million of the acquisition term loan and $19.0 million of the
revolving credit facility to finance the cash portion of the purchase price, pay
related transaction expenses and repay borrowings under and terminate our old
credit facility with CIBC Inc. and for working capital purposes.
A copy of NorthWestern's press release relating to the purchase of The
Montana Power, L.L.C. is attached hereto as Exhibit 99.1. The description
herein of the purchase is qualified in its entirety by reference to the press
release attached hereto as Exhibit 99.1, which is insorporated herein by
reference.
ITEM 5. OTHER EVENTS
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.
333-58491, 333-64113, 333-80817, 333-80819 and 333-82707, certain historical
audited financial statements for NorthWestern and for the Utility of The
Montana Power Company as of December 31, 2001 and 2000 and for each of the
three years in the period ended December 31, 2001 and pro forma information,
with respect to the recent closing of the acquisition of The Montana Power,
L.L.C., which is filed as an exhibit hereto. The audited financial
statements of NorthWestern Corporation as of December 31, 2001 and for each
of the three years in the period ended December 31, 2001 are attached hereto
as Exhibit 99.2. The consent of Arthur Andersen, LLP with respect thereto is
attached hereto as Exhibit 99.6. The audited financial statements of the
Utility of The Montana Power Company as of December 31, 2001 and for each of
the three years in the period ended December 31, 2001 are attached hereto as
Exhibit 99.3. The consent of PricewaterhouseCoopers LLP with respect thereto
is attached hereto as Exhibit 99.7.
This Form 8-K includes as exhibits Unaudited Pro Forma Combined
Financial Information of NorthWestern and The Montana Power, L.L.C. as of and
for the year ended December 31, 2001, which are attached hereto as Exhibit
99.4 and Exhibit 99.5, respectively.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NUMBER TITLE
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99.1* Press Release, dated February 15, 2001, of NorthWestern
Corporation.
99.2* Audited Consolidated Financial Statements of
NorthWestern Corporation as of December 31, 2001
and 2000 and for each of the three years in the
period ended December 31, 2001.
99.3* Audited Combined Financial Statements of The Utility
of The Montana Power Company as of December 31, 2001
and 2000 and for each of the three years in the period
ended December 31, 2001.
99.4* Unaudited Pro Forma Combined Financial Information of
NorthWestern Corporation as of and for the year ended
December 31, 2001.
99.5* Unaudited Pro Forma Combined Condensed Financial Data of
The Montana Power, L.L.C. as of and for the year ended
December 31, 2001.
99.6* Consent of Arthur Andersen, LLP
99.7* Consent of PricewaterhouseCoopers LLP
99.8* Business Description
99.9* Finance Presentation
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* Filed herewith
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ITEM 9. REGULATION FD DISCLOSURE
During the week of March 4-8, 2002, executives of NorthWestern
Corporation will speak to various members of the financial and investment
community. A copy of the slide presentation given or to be given at these
meetings is attached to this report as Exhibit 99.9, and is incorporated
herein by reference. A copy of a general description of NorthWestern's
business given or to be given at these meetings is attached hereto as Exhibit
99.8, and is incorporated herein by reference.
The information in Item 9 of this report is being furnished, not
filed, pursuant to Regulation FD. Accordingly, the information in Item 9 of
this report will not be incorporated by reference into any registration
statement filed by NorthWestern Corporation under the Securities Act of 1933,
as amended, unless specifically identified therein as being incorporated
therein by reference. The furnishing of the information in this report is not
intended to, and does not, constitute a determination or admission by
NorthWestern Corporation, that the information in this report is material or
complete, or that investors should consider this information before making an
investment decision with respect to any security of NorthWestern Corporation
or any of its affiliates.
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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;
- costs associated with environmental liabilities and compliance
with the environmental laws;
- the rate of growth and economic conditions in our service
territories and those of our subsidiaries;
- the speed and degree to which competition enters the industries
and markets in which our business operations;
- 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, including implementation of information
systems and realizing efficiencies in excess of any related
restructuring charges;
- availability of minority interest basis for loss allocation
purposes;
- our ability to recover transaction costs;
- approval of our default supply portfolio by the Montana
Public Service Commission;
- disruptions and adverse effects in the capital market due to
the changing economic environment;
- our credit ratings with Moody's and Standard & Poor's;
- changes in customer usage patterns and preferences; and
- changing conditions in the economy, capital markets and other
factors identified from time to time in our filings with the SEC.
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.
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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
March 4, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
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99.1* Press Release, dated February 15, 2001, of NorthWestern
Corporation.
99.2* Audited Consolidated Financial Statements of
NorthWestern Corporation as of December 31, 2001
and 2000 and for each of the three years in the
period ended December 31, 2001.
99.3* Audited Combined Financial Statements of The Utility
of The Montana Power Company as of December 31, 2001
and 2000 and for each of the three years in the period
ended December 31, 2001.
99.4* Unaudited Pro Forma Combined Financial Information of
NorthWestern Corporation as of and for the year ended
December 31, 2001.
99.5* Unaudited Pro Forma Combined Condensed Financial Data of
The Montana Power, L.L.C. as of and for the year ended
December 31, 2001.
99.6* Consent of Arthur Andersen, LLP
99.7* Consent of PricewaterhouseCoopers LLP
99.8* Business Description
99.9* Finance Presentation
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* Filed herewith