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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)
AUGUST 16, 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
The purpose of this Form 8-K is to file with the Securities and
Exchange Commission, the Annual Report on Form 10-K for the year ended
December 31, 2001 of NorthWestern Energy, L.L.C., a wholly-owned subsidiary
of NorthWestern Corporation ("NorthWestern"), as Exhibit 99.1 in order to
permit NorthWestern to incorporate the exhibit into its Registration
Statement on Form S-4 (File No. 333-86888) for the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of $250 million
aggregate principal amount of NorthWestern's 7-7/8% Notes due March 15, 2007
and $470 million aggregate principal amount of NorthWestern's 8-3/4% Notes
due March 15, 2012, issuable in exchange for $250 million aggregate principal
amount of NorthWestern's 7-7/8% Notes due March 15, 2007 and $470 million
aggregate principal amount of NorthWestern's 8-3/4% Notes due March 15, 2012,
respectively, which were offered and sold on March 13, 2002 in a transaction
exempt from registration under the Securities Act. Amendment No. 2 to the
Registration Statement is being filed on the date hereof.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements regarding our
assumptions, projections, expectations, targets, intentions or beliefs about
future events. All statements other than statements of historical facts
included or incorporated by reference in this Current Report on Form 8-K,
including, without limitation, the statements incorporated herein by
reference to the Annual Report on Form 10-K for the year ended December 31,
2001 of Northwestern Energy, L.L.C. relating to expectations of future
financial performance, continued growth, changes in economic conditions or
capital markets and changes in customer usage patterns and preferences, are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Words or phrases such as "anticipates," "believes," "estimates,"
"expects," "intends," "plans," "predicts," "projects," "targets," "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, we cannot assure you that our
projections will be achieved.
In addition to other factors and matters discussed elsewhere in our
quarterly, annual and current reports that we file with the Securities and
Exchange Commission, or 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 and seasonal fluctuations;
- 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 and rate orders;
- costs associated with environmental liabilities and compliance with
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 businesses operate;
- 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 NorthWestern Energy, L.L.C. and the Growing and
Emerging Markets division of Lucent Technologies, Inc., and the
implementation of information systems and realization of efficiencies in
excess of any related restructuring charges;
- a lack of minority interest basis, which would require us to
recognize an increased share of operating losses at certain of our
subsidiaries;
- our ability to recover transition costs;
- disallowance by the Montana Public Service Commission of the recovery
of the costs incurred in entering into our default supply portfolio contracts
while we are required to act as the "default supplier; "
- disruptions and adverse effects in the capital market due to the
changing economic environment;
- our credit ratings with S&P, Moody's and Fitch;
- potential delays in financings or SEC filings because we changed
auditors;
- our substantial indebtedness, which could limit our operating
flexibility or ability to borrow additional funds;
- our ability to obtain additional capital to refinance our
indebtedness that is scheduled to mature and for working capital purposes;
- changes in customer usage patterns and preferences;
- possible future actions and developments at CornerStone Propane
Partners, L.P.; and
- changing conditions in the economy and 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NUMBER TITLE
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99.1 * Annual Report on Form 10-K for the year ended December 31, 2001
of NorthWestern Energy, L.L.C. (incorporated by reference to the
Annual Report on Form 10-K for the year ended December 31, 2001
of NorthWestern Energy, L.L.C. (Commission File No. 001-31276),
filed with the Securities and Exchange Commission on April 1,
2002).
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* Incorporated by reference.
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 Financial Officer
August 16, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
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99.1 * Annual Report on Form 10-K for the year ended December 31, 2001
of NorthWestern Energy, L.L.C. (incorporated by reference to
the Annual Report on Form 10-K for the year ended December 31,
2001 of NorthWestern Energy, L.L.C. (Commission File No.
001-31276), filed with the Securities and Exchange Commission
on April 1, 2002).
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* Incorporated by reference.