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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2002
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-692 46-0172280
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
125 South Dakota Avenue 57104
Sioux Falls, South Dakota
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 978-2908
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
(i) NorthWestern Corporation dismissed Arthur Andersen LLP as its
independent accountants on May 16, 2002.
(ii) The reports of Arthur Andersen LLP on the financial statements of
NorthWestern Corporation for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) The decision to dismiss Arthur Andersen LLP was approved by the
Audit Committee of the Board of Directors of NorthWestern Corporation.
(iv) During NorthWestern Corporation's two most recent fiscal years and
through May 16, 2002, there were no disagreements with Arthur Andersen
LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen
LLP, would have caused Arthur Andersen LLP to make reference thereto in
its report on the financial statements for such years.
(v) During NorthWestern Corporation's two most recent fiscal years and
through May 16, 2002, there were no "reportable events" (as defined in
Regulation S-K Item 304(a)(1)(v)).
(vi) NorthWestern Corporation requested Arthur Andersen LLP to furnish
it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements and, if not,
stating the respects in which it does not agree. A copy of such letter
from Arthur Andersen LLP, dated May 16, 2002, is filed as Exhibit 16.1
to this Form 8-K.
(b) New Independent Accountants
(i) NorthWestern Corporation engaged Deloitte & Touche LLP as its new
independent accountants as of May 16, 2002.
(ii) During NorthWestern Corporation's two most recent fiscal years and
through May 16, 2002, NorthWestern Corporation has not consulted with
Deloitte & Touche LLP regarding: (A) the application of accounting
principles to a specified transaction, either completed or proposed;
(B) the type of audit opinion that might be rendered on NorthWestern
Corporation's financial statements, for which either a written report
or oral advice was provided to NorthWestern Corporation that Deloitte &
Touche LLP concluded was an important factor considered by NorthWestern
Corporation in reaching a decision as to the accounting, auditing or
financial reporting issue; or (C) any matter that was wither the
subject of a "disagreement" (as defined in Regulation S-K Item
304(a)(1)(iv)) of and the related instructions to Item 304) or a
"reportable event" (as defined in Regulation S-K Item 304(a)(1)(v)).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 22, 2002.
Exhibit 99.1 Press Release of NorthWestern Corporation dated May 16, 2002.
Exhibit 99.2 Press Release of NorthWestern Corporation dated May 17, 2002.
Item 9. Regulation FD Disclosure.
On May 16, 2002, NorthWestern Corporation (NYSE: NOR) issued a press
release confirming its full-year 2002 earnings estimates, advising that it has
no knowledge of any reason for the recent unusual trading activity of its stock,
and reporting that it has filed its Form 10-K for the quarter ended March 31,
2002. On May 17, 2002, NorthWestern issued a press release reaffirming 2002
performance and annualized free cash flow targets, announcing the selection of
Deloitte & Touche LLP as its new independent accountants for 2002, and notifying
the investment community of the company's investor webcast held the same day.
The full text of each press release is set forth in Exhibit 99.1 and Exhibit
99.2, respectively, hereto. These exhibits are not filed but are furnished
pursuant to Regulation FD.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, NorthWestern Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
NorthWestern Corporation,
a Delaware corporation
Date: May 22, 2002 By: /s/ Kipp D. Orme
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Kipp D. Orme
Vice President - Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
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Exhibit 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 22, 2002.
Exhibit 99.1 Press Release of NorthWestern Corporation dated May 16, 2002.
Exhibit 99.2 Press Release of NorthWestern Corporation dated May 17, 2002.