SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 (IRS Employer
of incorporation or organization) Identification No.)
40 East Broadway
Butte, Montana 59701
(address of principal executive offices) (Zip Code)
The Montana Power Company
1998 Long-Term Incentive Plan
(full title of the plan)
R.P. GANNON, Chairman of the Board JOHN T. HOOD, ESQ.
and Chief Executive Officer Thelen Reid & Priest LLP
40 West 57th Street
J.P. PEDERSON, Vice President and Chief New York, New York 10019
Financial & Information Officer 212-603-2000
The Montana Power Company
40 East Broadway
Butte, Montana 59701
406-723-5421
(Names, addresses and telephone numbers,
including area codes, of agents for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being to be Price Offering Registration
Registered Registered(1) Per Unit(2) Price(2) Fee
Common Stock, 2,000,000 $33.88 $67,760,000 $19,989.20(3)
without par value shares
Preferred Share 2,000,000
Purchase Rights rights (3)
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the "Act"), this Registration Statement also
covers any additional securities to be offered or issued in
connection with a stock split, stock dividend or similar
transaction.
(2) Estimated solely for purposes of calculating the registration fee
in accordance with Rule 457(h) under the Act.
(3) The Preferred Share Purchase Rights (the "Rights") are appurtenant
to and will trade with the Common Stock. The value attributable
to the Rights, if any, is reflected in the market price of the
Common Stock. Since no separate consideration is paid for the
rights, the registration fee for such securities is included in
the registration fee for the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates herein by reference the
following documents previously filed by the Company with the
Securities and Exchange Commission: the Annual Report on Form 10-
K405 for the year ended December 31, 1997, the Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, and the
Current Reports on Form 8-K dated January 27, 1998 and April 23,
1998.
All documents subsequently filed by the Company under
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof
from the date of filing of such documents. Any statement
contained in an incorporated document shall be deemed to be
modified or superseded to the extent that a statement contained
herein or in any subsequently filed incorporated document
modifies or supersedes such statement.
Item 4. Description of Common Stock
The following 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, Bylaws, as amended, and Rights
Agreement, which are exhibits to the Registration Statement, for
complete statements. The following statements are qualified in
their entirety by such references.
Authorized and Outstanding Stock: The Company has 125,000,000
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authorized shares, without par value, divided into 5,000,000
shares of Preferred Stock and 120,000,000 shares of Common Stock.
On July 30, 1998, 580,389 shares of the Preferred Stock and
54,999,879 shares of the Common Stock were issued and
outstanding. In addition, options to purchase 415,146 shares of
Common Stock under the previous Long Term Incentive Plan and Key
Employees Stock Ownership 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 Stock or 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 13 members, four or 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 Stock 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 Stock 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, as amended, 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 and
the $6.875 Series; and (2) the affirmative vote of a majority of
the outstanding shares of Preferred Stock and Common Stock to
create a new class of stock, or for shareholder amendment of the
Bylaws. The Restated Articles of Incorporation, as amended, also
require the affirmative vote of two thirds of the shares of the
Preferred Stock voting at a meeting called for that purpose to
(1) 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.
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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 Board of Directors in the resolutions
providing for the issuance 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, as amended, 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 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 shall be mailed-to holders of outstanding Voting
Shares 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
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Stock have one Preferred Share Purchase Right (each a "Right")
entitles for each share of Common Stock. Each Right, evidenced
by and traded with the shares of Common Stock, entities 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 that
time of twice the Right's exercise price.
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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
------------------------------
Common Stock are The Montana Power Company and First Chicago
Trust Company of New York. The Registrars are First Chicago
Trust Company of New York and U.S. Bank National Association
Montana N.A., Butte, Montana.
Item 5. Interests of Named Experts and Counsel
As of June 30, 1998, Mr. Zimmerman owned approximately 3,593
shares through the Company's Employee Retirement Savings Plan and
500 shares of the Company's Common Stock. Additionally, he has
been granted options to purchase 7,100 shares at $22.625 per
share, the market price existing on the date of such grant,
September 16, 1994; 7,100 shares at $22.50 per share, the market
price existing on the date of such grant, May 22, 1995; 5,500
shares at $21.625 per share, the market price existing on the
date of such grant, September 9, 1996; and 12,000 shares at
$36.00 per share, the market price existing on the date of such
grant, April 6, 1998. Mr. Zimmerman's shares, including the
underlying shares subject to options granted to him, have a
current fair market value of approximately $1,216,292.
Item 6. Indemnification of Directors and Officers
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 Business Corporation Act 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 attorney 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
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(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 proceeding, 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
(1)(b)(ii).
(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contenders 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 indemnify 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
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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 (1)(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;
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(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 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 7. Exemption from Registration Claimed
Not Applicable
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Item 8. Exhibits
Exhibit
No.
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4(a) * Restated Articles of Incorporation filed with
the Secretary of State of Montana on April 6,
1998.
4(b) * Bylaws, as amended.
4(c) Fourteenth Supplemental Indenture, dated as of
January 1, 1993, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 4(c) to the Company's
Registration Statement on Form S-8 (File No.
33-64576) filed with the Commission on June 17,
1993 and incorporated herein by reference
thereto).
4(d) Fifteenth Supplemental Indenture dated March 1,
1993, to the Company's Mortgage and Deed of
Trust, dated as of October 1, 1945, securing
the Company's First Mortgage Bonds (filed as
Exhibit 4(d) to the Company's Registration
Statement on Form S-8 (File No. 33-64576) filed
with the Commission on June 17, 1993 and
incorporated herein by reference thereto).
4(e) Sixteenth Supplemental Indenture dated as of
May 1, 1993, to the Company's Mortgage and Deed
of Trust, dated as of October 1, 1945, securing
the Company's First Mortgage Bonds (filed as
Exhibit 99(a) to the Company's Registration
Statement on Form S-3 (File No. 33-50235) filed
with the Commission on September 13, 1993 and
incorporated herein by reference thereto).
4(f) Seventeenth Supplemental Indenture dated as of
December 1, 1993, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 99(a) to the Company's
Registration Statement on Form S-3 (File No.
33-56739) filed with the Commission on December
5, 1994 and incorporated herein by reference
thereto).
4(g) Eighteenth Supplemental Indenture dated as of
August 5, 1994, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 99(b) to the Company's
Registration Statement on Form S-3 (File No.
33-56739) filed with the Commission on December
5, 1994 and incorporated herein by reference
thereto).
4(h) Rights Agreement, dated as of June 6, 1989,
between The Montana Power Company and First
Chicago Trust Company of New York, as Rights
Agent (filed as Exhibit 4(d), to the Company's
Registration Statement on Form S-8 (File No.
33-42882) filed with the Commission on
September 20, 1991 and incorporated herein by
reference thereto).
5(a) * Opinion of Michael E. Zimmerman, Esq.
5(b) * Opinion of Thelen Reid & Priest LLP
23(a) * Consent of Independent Accountants
23(b) Consent of Michael E. Zimmerman Esq. (contained
in exhibit 5(a))
23(c) Consent of Thelen Reid & Priest LLP (contained
in Exhibit 5(b))
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24 Power of Attorney (Page 9)
_____________________________
* filed herewith
Item 9. Undertakings
(a) Rule 415 Offering.
The Company 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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; and
(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 the registrant need not file a post-
effective amendment to include the information required to be
included in subsection (a) (1) (i) or (a) (1) (ii) if such
information is contained in periodic reports filed by the
registrant under Section 13 or Section 15 (d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) Filings Incorporating Subsequent Exchange Act Documents
by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report under Section 13(a) or Section
15(d) of the Exchange Act 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 securities at that time shall be deemed
to be the initial bona fide offering thereof.
(h) Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 their
attorney-in-fact with like authority to sign and file any such
amendments in their 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-8 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
July 20, 1998.
THE MONTANA POWER COMPANY
By /s/ R.P. Gannon, Chairman
---------------------------
R.P. Gannon, 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/ R.P. Gannon
-------------------------
R.P. Gannon Chairman of the Board, July 20, 1998
(Principal Executive Chief Executive Officer
Officer)
/s/ J.P. Pederson
-------------------------
J.P. Pederson Vice President and July 20, 1998
(Principal Financial and Chief Financial
Accounting Officer) Information Officer &
Director
/s/ T.H. Adams
-------------------------
T.H. Adams Director July 20, 1998
/s/ A.F. Cain
------------------------
A.F. Cain Director July 20, 1998
/s/ R.D. Corette
------------------------
R.D. Corette Director July 20, 1998
/s/ K. Foster
------------------------
K. Foster Director July 20, 1998
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Signature Title Date
--------- ----- ----
/s/ B.D. Harris
------------------------
B.D. Harris Director July 20, 1998
/s/ C.T. Hibbard
------------------------
C.T. Hibbard Director July 20, 1998
/s/ J.R. Jester
------------------------
J.R. Jester Director July 20, 1998
/s/ C. Lehrkind, III
------------------------
C. Lehrkind, III Director July 20, 1998
/s/ A.K. Neill
------------------------
A.K. Neill Director July 20, 1998
/s/ N.E. Vosburg
------------------------
N.E. Vosburg Director July 20, 1998
/s/ J.G. Connors
------------------------
J.G. Connors Director July 20, 1998
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Exhibit Index
Exhibit No. Exhibit
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4(a)* Restated Articles of Incorporation filed with the
Secretary of State of Montana on April 6, 1998.
4(b)* Bylaws, as amended.
4(c) Fourteenth Supplemental Indenture, dated as of
January 1, 1993, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 4(c) to the Company's
Registration Statement on Form S-8 (File No. 33-
64576) filed with the Commission on June 17, 1993
and incorporated herein by reference thereto).
4(d) Fifteenth Supplemental Indenture dated March 1,
1993, to the Company's Mortgage and Deed of
Trust, dated as of October 1, 1945, securing the
Company's First Mortgage Bonds (filed as Exhibit
4(d) to the Company's Registration Statement on
Form S-8 (File No. 33-64576) filed with the
Commission on June 17, 1993 and incorporated
herein by reference thereto).
4(e) Sixteenth Supplemental Indenture dated as of May
2, 1993, to the Company's Mortgage and Deed of
Trust, dated as of October 1, 1945, securing the
Company's First Mortgage Bonds (filed as Exhibit
99(a) to the Company's Registration Statement on
Form S-3 (File No. 33-50235) filed with the
Commission on September 13, 1993 and incorporated
herein by reference thereto).
4(f) Seventeenth Supplemental Indenture dated as of
December 1, 1993, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 99(a) to the Company's
Registration Statement on Form S-3 (File No. 33-
56739) filed with the Commission on December 5,
1994 and incorporated herein by reference
thereto).
4(g) Eighteenth Supplemental Indenture dated as of
August 5, 1994, to the Company's Mortgage and
Deed of Trust, dated as of October 1, 1945,
securing the Company's First Mortgage Bonds
(filed as Exhibit 99(b) to the Company's
Registration Statement on Form S-3 (File No. 33-
56739) filed with the Commission on December 5,
1994 and incorporated herein by reference
thereto).
4(h) Rights Agreement, dated as of June 6, 1989,
between The Montana Power Company and First
Chicago Trust Company of New York, as Rights
Agent (filed as Exhibit 4(d), to the Company's
Registration Statement on Form S-8 (File No. 33-
42882) filed with the Commission on September 20,
1991 and incorporated herein by reference
thereto).
5(a)* Opinion of Michael E. Zimmerman, Esq.
5(b)* Opinion of Thelen Reid & Priest LLP
23(a)* Consent of Independent Accountants
23(b) Consent of Michael E. Zimmerman Esq. (contained
in exhibit 5(a))
23(c) Consent of Thelen Reid & Priest LLP (contained in
Exhibit 5(b))
24 Power of Attorney (Page 9)
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* Filed herewith.