Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MONTANA POWER COMPANY
(Exact name of registrant as specified in its charter)
MONTANA 81-0170530
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
40 East Broadway
Butte, Montana 59701-9394
(406) 723-5421
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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D. T. BERUBE, J. P. PEDERSON, M. E. ZIMMERMAN, Esq.
Chairman of Vice President Vice President and
the Board and Chief General Counsel
and Chief Financial Officer The Montana
Executive The Montana Power Company
Officer Power Company 40 East Broadway
The Montana 40 East Broadway Butte, Montana 59701
Power Company Butte, Montana 59701 (406) 723-5421
40 East Broadway (406) 723-5421
Butte, Montana 59701
(406) 723-5421
ROBERT G. SCHUUR, Esq.
Reid & Priest
40 West 57th Street
New York, New York 10019
(212) 603-2114
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
Approximate date of commencement of proposed sale to the
public: From time to time after this registration statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If the only securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]
CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Title of aggregate maximunm Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered unit* price* fee
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Common Stock 85,000 $23.4375 $1,992,187.50 $687.00
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*ESTIMATED solely for the purpose of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS
85,000 Shares
THE MONTANA POWER COMPANY
Common Stock
Up to 85,000 shares (the "Shares") of the Common Stock of
The Montana Power Company (the "Company") are being offered on
behalf of the selling shareholder named herein (the "Selling
Shareholder"). The Selling Shareholder has advised the Company
that, from time to time, it may sell all or a part of the Shares
on either the New York or the Pacific Stock Exchange, in the
over-the-counter market or otherwise, at prices and on terms then
prevailing or at prices relating to the then current market
price, or in negotiated transactions. The Company will not
receive any of the proceeds from the sale of the Shares.
Entech, Inc., a wholly owned subsidiary of Company, is bearing
all of the costs and expenses, estimated to be $13,000,
incurred in connection with registration of the Shares. See
"Selling Shareholder" and "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is December 5, 1994.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR
ITS SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., as
well as at the following regional offices: 13th Floor, Seven
World Trade Center, New York, New York, and Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates. The common stock is listed on the
New York and Pacific Stock Exchanges. Reports, proxy statements
and other information concerning the Company can be inspected at
such Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents heretofore filed with the
Commission:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30,
1994.
3. The Company's Current Report on Form 8-K dated April
25, 1994.
All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in
this Prospectus and to be made a part hereof from the date of
filing of such reports and documents.
The Company hereby undertakes to provide, without charge, to
each person to whom a copy of this Prospectus shall have been
delivered, upon the written or oral request of such person, a
copy of any and all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits shall
have been specifically incorporated by reference into such
documents. Requests for such copies should be directed to
Manager, Investor Services, The Montana Power Company, 40 East
Broadway, Butte, Montana 59701-9394, telephone 406-723-5421.
THE COMPANY
The Montana Power Company is the issuer of the Shares. The
principal executive offices of the Company are located at 40 East
Broadway, Butte, Montana 59701-9394, and its telephone number is
406-723-5421.
DESCRIPTION OF COMMON STOCK
The following information is a summary of certain rights and
privileges of the common stock of the Company. The summary does
not purport to be complete. Reference is made to the Company's
Restated Articles of Incorporation and By-laws, which are
exhibits to the Registration Statement of which this Prospectus
constitutes a part, for complete statements. The following
statements are qualified in their entirety by such references.
Authorized and Outstanding Stock: The Company has
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125,000,000 authorized shares, without par value, divided into
5,000,000 shares of preferred stock and 120,000,000 shares of
common stock. On October 31, 1994, 1,919,589 shares of the
preferred stock and 53,369,670 shares of the common stock were
issued and outstanding. In addition, options to purchase 540,153
shares of common stock under the Long-Term Incentive Plan were
outstanding on that date.
The common stock is without par value and nonassessable. It
is listed on the New York and Pacific Stock Exchanges.
Voting Rights: Each holder of the preferred and common
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stock of the Company is entitled to vote cumulatively for the
election of Directors, and otherwise to one vote for each share
held. The Board of Directors has fifteen members, five of whom
are elected at each annual meeting for a term of three years. In
general, the presence of a majority of the outstanding shares of
the preferred and common stock will constitute a quorum at a
meeting of shareholders; and the affirmative vote of the majority
of the shares present shall be the act of the shareholders.
Montana law requires (1) class voting upon such matters as a
change in the number of authorized shares or in the relative
rights and preferences of a class or series or the creation of a
new class of stock having superior rights and preferences; and
(2) the approval by two-thirds of the outstanding shares of
preferred and common stock of a merger, consolidation or share
exchange, the sale of all or substantially all of the Company's
assets, or the voluntary dissolution of the Company. The
Company's Restated Articles of Incorporation require the
affirmative vote of a majority of the outstanding shares of the
common stock (1) to redeem the preferred stock of the $6 Series,
the $4.20 Series or the $2.15 Series, which consent has been
given with respect to the $2.15 Series; and (2) the affirmative
vote of a majority of the outstanding shares of preferred and
common stock to create a new class of stock, or for shareholder
amendment of the By-laws. The Restated Articles of Incorporation
also require the affirmative vote of two-thirds of the shares of
the preferred stock voting at a meeting at which a majority of
the shares of the preferred stock shall be present to (l) create
a class of stock or to create any security convertible into a
class of stock ranking prior to the preferred stock, or (2) to
change the express terms of the preferred stock in a manner
substantially prejudicial to the holders thereof.
Dividend Rights: Each series of the preferred stock is
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entitled, in preference to the common stock, to (a) cumulative
dividends at the annual rates established for that series and (b)
mandatory redemption payments if provided for that series. After
full provision for preferred stock dividends and mandatory
redemption payments, if any, the common stock is entitled to
dividends declared out of any remaining funds available therefor.
Liquidation Rights: In liquidation, the preferred stock is
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entitled, in preference to the common stock, to the amount per
share fixed by the Directors in the resolutions providing for the
issue of each particular series plus accumulated unpaid
dividends. Thereafter, the common stock is entitled to all
remaining assets.
Preemptive Rights: Holders of the common stock do not have
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preemptive rights.
Change of Control: The Company's Restated Articles of
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Incorporation include a fair price provision that is intended to
provide protection against coercive takeover tactics deemed by
the Board of Directors not to be in the best interests of all
shareholders. It provides that in the event of certain business
combinations, including mergers, consolidations,
recapitalizations, certain sales or hypothecations of assets,
liquidations and certain issuances of securities, involving a
person or entity who is or may become the beneficial owner of 10%
or more of the outstanding shares of the capital stock of the
Company entitled to vote generally in the election of Directors
(the "Voting Shares"), the amount of cash or other consideration
to be paid to holders of the common stock must be at least equal
to the higher of the highest price paid by the 10% shareholder in
connection with the acquisition of certain of its shares of
common stock or the highest quoted price of the common stock on
certain dates related to such acquisition. Similar provisions
apply to the acquisition of the preferred stock. The fair price
provision does not apply in the event that such a business
combination shall have been approved by either two-thirds of
certain directors who are not affiliated with the 10% shareholder
(the "Continuing Directors") or the holders of 70% of the Voting
Shares. In addition, unless a proposed business combination has
been approved by two-thirds of the Continuing Directors, certain
other requirements must be met, including the requirement that a
proxy or information statement describing the proposed business
combination be mailed to shareholders at least 30 days prior to
its consummation. The fair price provisions may not be amended
or repealed except by the vote of holders of at least 70% of the
Voting Shares unless the amendment or repeal is recommended by
two-thirds of the Continuing Directors.
Preferred Share Purchase Rights: The holders of the common
-------------------------------
stock have one preferred share purchase right (each a "Right")
for each share of common stock. Each Right, evidenced by and
traded with the shares of common stock, entitles the shareholder
to purchase one one-hundredth of a share of Participating
Preferred Shares, A Series, at an exercise price of $120.00,
subject to certain adjustments. The Rights will be exercisable
only if a person or group acquires 20% or more of the Company's
Voting Shares or announces a tender offer, the consummation of
which would result in the beneficial ownership by a person or
group of 20% or more of the Company's Voting Shares.
If any person or group acquires 20% or more of the
outstanding Voting Shares of the Company, each Right will entitle
its holder (other than such person or members of such group) to
purchase a number of shares of common stock or Participating
Preferred Shares, A Series, having a market value of twice the
Right's exercise price. If any person or group acquires between
20% and 50% of the outstanding Voting Shares of the Company, the
Board of Directors of the Company may, subject to requisite
regulatory approval, if any, require each outstanding Right to be
exchanged for one share of common stock or one one-hundredth of a
Participating Preferred Share, A Series (or assets in lieu
thereof).
In addition, after any person or group has acquired 20% or
more of the outstanding Voting Shares of the Company, the Company
may not consolidate or merge with, or sell 50% or more of its
assets or earning power to, any person or group, or engage in
certain "self-dealing" transactions with any person or group
owning 20% or more of the outstanding Voting Shares of the
Company, unless proper provision is made so that each Right would
thereafter entitle its holder to purchase a number of the
acquiring company's common shares having a market value at the
time of twice the Right's exercise price.
The Rights may be redeemed, at a redemption price of $.01
per Right, by the Board of Directors of the Company at any time
until any person or group has acquired 20% or more of the
outstanding Voting Shares of the Company. The Rights will expire
June 6, 1999.
Transfer Agents and Registrars: The Transfer Agents for the
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common stock are the Company and First Chicago Trust Company of
New York. The Registrars are First Chicago Trust Company of New
York and First BankMontana, National Association, Butte, Montana.
SELLING SHAREHOLDER
The Selling Shareholder is The A. G. Andrikopoulos Trust
(the "Trust"), of which A. G. Andrikopoulos is the sole trustee.
The Trust acquired the Shares from Entech, Inc., a wholly owned
subsidiary of the Company. The Selling Shareholder has advised
the Company that it does not beneficially own any shares of the
common stock of the Company, other than the Shares, which
constitute less than .002% of the outstanding shares of such
common stock. Entech, Inc. has agreed to cause the Shares, at
its expense, to be registered for secondary offering by the
Trust. All commissions, fees and expenses in connection with the
sale of the Shares will be borne by the Selling Shareholder.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that, from
time to time, it may sell all or a part of the Shares on either
the New York or the Pacific Stock Exchange, in the over-the-
counter market or otherwise, at prices and on terms then
prevailing or at prices relating to the then current market
price, or in negotiated transactions.
LEGAL MATTERS
The validity of the Share will be passed on for the Company
by Michael E. Zimmerman, Esq., General Counsel of the Company, 40
East Broadway, Butte, Montana, and by Reid & Priest, 40 West 57th
Street, New York, New York, Special Counsel to the Company. The
incorporation of the Company, its franchises, permits and
licenses and all other matters governed by Montana and Wyoming
law will be passed upon only by Mr. Zimmerman.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The statements made as to matters of law and legal
conclusions under (i) "Business-Utility Division-Regulation and
Rates," "Business-Environment" and "Properties-Entech-Coal
Properties," in the Company's Annual Report on Form 10-K,
incorporated herein by reference, and (ii) under "Description of
Common Stock" herein have been reviewed by Michael E. Zimmerman,
Esq., General Counsel of the Company, and are set forth therein
and herein upon the authority of such Counsel, as expert. As of
October 31, 1994, Mr. Zimmerman owned 2034 shares through the
Company's Deferred Savings and Employee Stock Ownership Plan and
had been granted options to purchase 9,600 additional shares at
the market price existing on the date of such grant. Mr.
Zimmerman's shares, including the underlying shares subject to
options granted to him, had a fair market value of approximately
$270,000 on that date.
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.+
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*Filing fee-Securities and Exchange Commission . . $ 687
Legal fees . . . . . . . . . . . . . . . . . . . . 10,000
Auditor's fees . . . . . . . . . . . . . . . . . . 1,500
Miscellaneous . . . . . . . . . . . . . . . . . . . 813
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Total expenses . . . . . . . . . . . . . . . . . $13,000
=======
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+To be borne by Entech, Inc.
*Actual, others estimated.
Item 15. Indemnification of Directors and Officers.
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The Restated Articles of Incorporation of the Company
provide for the indemnification of directors and officers to the
extent and in the manner provided in Sections 35-1-451 through
35-1-457, Montana Code Annotated, which Sections are as follows:
35-1-451. Definitions. As used in 35-1-451 through
35-1-459, the following definitions apply:
(1) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) (a) "Director" means an individual who is or was a
director of a corporation or an individual who, while a director
of a corporation, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan at
the corporation's request if the director's duties to the
corporation include duties or services by him to the plan or to
participants in or beneficiaries of the plan.
(b) Director includes, unless the context requires
otherwise, the estate or personal representative of a
director.
(3) "Expenses" include attorneys' fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, or fine, including an excise tax assessed
with respect to an employee benefit plan, or to pay reasonable
expenses incurred with respect to a proceeding.
(5) (a) "Official capacity" means:
(i) when used with respect to a director, the office of
director in a corporation; or
(ii) when used with respect to an individual other than
a director, as contemplated in 35-1-457, the office in a
corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf
of the corporation.
(b) Official capacity does not include service for any
other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan, or other
enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(7) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.
35-1-452. Authority to indemnify.
(1) Except as provided in subsection (4), an individual
made a party to a proceeding because he is or was a director may
be indemnified against liability incurred in the proceeding if:
(a) he conducted himself in good faith;
(b) he reasonably believed:
(i) in the case of conduct in his official capacity with
the corporation, that his conduct was in the corporation's
best interests; and
(ii) in all other cases, that his conduct was at least
not opposed to the corporation's best interests; and
(c) in the case of any criminal procedure, he had no
reasonable cause to believe his conduct was unlawful.
(2) A director's conduct with respect to an employee
benefit plan for a purpose the director reasonably believed to be
in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of subsection
(I)(b)(ii).
(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, a determination that the director
did not meet the standard of conduct described in this section.
(4) A corporation may not indemnity a director under this
section:
(a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to
the corporation; or
(b) in connection with any other proceeding charging
improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which
the director was adjudged liable on the basis that personal
benefit was improperly received by the director.
(5) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in
connection with the proceeding.
35-1-453. Mandatory indemnification. Unless limited by its
articles of incorporation, a corporation shall indemnify a
director who was wholly successful, on the merits or otherwise,
in the defense of any proceeding to which the director was a
party because he is or was a director of the corporation, against
reasonable expenses incurred by the director in connection with
the proceeding.
35-1-454. Advance for expenses.
(1) A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if:
(a) the director furnishes the corporation a written
affirmation of the director's good faith belief that the
director has met the standard of conduct described in
35-1-452;
(b) the director furnishes the corporation a written
undertaking, executed personally or on the director's behalf,
to repay the advance if it is ultimately determined that the
director did not meet the standard of conduct described in
35-1-452; and
(c) a determination is made that the facts then known to
those making the determination would not preclude
indemnification under 35-1-451 through 35-1-459.
(2) The undertaking required by subsection (I)(b) must be
an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial
ability to make repayment.
(3) Determinations and authorizations of payments under
this section must be made in the manner specified in 35-1-456.
35-1-455. Court-ordered indemnification. Unless a
corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding
or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court
considers necessary, may order indemnification if it determines
that the director:
(1) is entitled to mandatory indemnification under
35-1-453, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred in
obtaining court-ordered indemnification; or
(2) is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in 35-1-452 or was
adjudged liable as described in 35-1-452(4). If the director was
adjudged liable as described in 35-1-452(4), the director's
indemnification is limited to reasonable expenses incurred.
35-1-456. Determination and authorization of
indemnification.
(1) A corporation may not indemnify a director under
35-1-452 unless authorized in the specific case after a
determination has been made that indemnification of the director
is permissible in the circumstances because the director has met
the standard of conduct set forth in 35-1-452.
(2) The determination must be made:
(a) by the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(b) if a quorum cannot be obtained under subsection (2)(a),
by majority vote of a committee designated by the board of
directors, in which designated directors who are parties may
participate, consisting solely of two or more directors not at
the time parties to the proceeding;
(c) by special legal counsel:
(i) selected by the board of directors or its committee
in the manner prescribed in subsection (2)(a) or (2)(b); or
(ii) if a quorum of the board of directors cannot be
obtained under subsection (2)(a) and a committee cannot be
designated under subsection (2)(b), selected by majority
vote of the full board of directors in which selected
directors who are parties may participate; or
(d) by the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
(3) Authorization of indemnification and evaluation as to
reasonableness of expenses must be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of
expenses must be made by those entitled under subsection (2)(c)
to select counsel.
35-1-457. Indemnification of officers, employees, and
agents. Unless a corporation's articles of incorporation provide
otherwise:
(1) an officer of the corporation who is not a director is
entitled to mandatory indemnification under 35-1-453 and is
entitled to apply for court-ordered indemnification under
35-1-455 to the same extent as to a director;
(2) the corporation may indemnify and advance expenses
under 35-1-451 through 35-1-459 to an officer, employee, or agent
of the corporation who is not a director to the same extent as to
a director; and
(3) a corporation may also indemnify and advance expenses
to an officer, employee, or agent who is not a director to the
extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific action
of its board of directors, or contract.
* * * * * *
The bylaws of the Company further provide that the foregoing
right of indemnification shall not exclude or restrict any other
rights or actions which any director or officer may have, and
shall be available whether or not the director or officer
continues to hold such office at the time of incurring such
expense or discharging such liability.
The Company has insurance covering its expenditures which
might arise In connection with the lawful indemnification of its
directors and officers for their liabilities and expenses and
insuring officers and directors of the Company against certain
other liabilities and expenses.
Item 16. List of Exhibits.
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Incorporated by Reference
-------------------------
Exhibit Exhibit
No. Previous Filing Designation
------- --------------- -----------
3(a) - Restated Articles
of Incorporation,
as amended.
3(b) - By-laws, as 33-64576 4(b)
amended.
4(a) - Rights Agreement 33-42882 4(d)
dated as of June 6,
1989, between The
Montana Power
Company and First
Chicago Trust
Company of New
York, as Rights
Agent.
5(a) - Opinion of Michael
E. Zimmerman, Esq.
5(b) - Opinion of Reid &
Priest.
23(a) - Consent of Price
Waterhouse LLP.
23(b) - Consent of Michael
E. Zimmerman, Esq.
(included in
Exhibit 5(a)).
23(c) - Consent of Reid &
Priest (included in
Exhibit 5(b)).
24 - Power of Attorney
(See
page II-6).
99(a) - Seventeenth
Supplemental
Indenture to
Mortgage and Deed
of Trust.
99(b) - Eighteenth
Supplemental
Indenture to
Mortgage and Deed
of Trust.
Item 17. Undertakings.
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer of controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below hereby appoints each of the Agents for
Service named in this registration statement as his attorney-
in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective
amendments, to this registration statement, and the registrant
hereby also appoints each such Agent for Service as its
attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Municipality of Butte-Silver Bow, and State of Montana, on
the 5th day of December, 1994.
THE MONTANA POWER COMPANY
By /s/ Daniel T. Berube
------------------------
D. T. Berube, Chairman
of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel T. Berube Chairman of the Board, December 5, 1994
-------------------- Chief Executive Officer
D. T. Berube and Director
(Principal Executive
Officer)
/s/ J. P. Pederson Vice President, December 5, 1994
-------------------- Chief Financial
J. P. Pederson Officer and Director
(Principal Financial
and Accounting
Officer)
/s/ J. J. Burke Director December 5, 1994
--------------------
J. J. Burke
-------------------- Director
Alan F. Cain
/s/ R. D. Corrette Director December 5, 1994
--------------------
R. D. Corette
-------------------- Director
Kay Foster
/s/ R. P. Gannon Director December 5, 1994
--------------------
R. P. Gannon
-------------------- Director
B. D. Harris
-------------------- Director
Chase T. Hibbard
-------------------- Director
D. P. Lambros
/s/ Carl Lehrkind Director December 5, 1994
--------------------
Carl Lehrkind
/s/ J. P. Lucas Director December 5, 1994
--------------------
J. P. Lucas
/s/ A. K. Neill Director December 5, 1994
--------------------
A. K. Neill
/s/ G. H. Selover Director December 5, 1994
--------------------
G. H. Selover
-------------------- Director
N. E. Vosburg
EXHIBIT INDEX
Exhibit
------- Page
3(a) - Restated Articles of Incorporation, as amended
5(a) - Opinion of Michael E. Zimmerman, Esq.
5(b) - Opinion of Reid & Priest
23(a) - Consent of Price Waterhouse LLP
99(a) - Seventeenth Supplemental Indenture to Mortgage
and Deed of Trust
99(b) - Eighteenth Supplemental Indenture to Mortgage
and Deed of Trust