- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): November 20, 2002
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-692 46-0172280
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
125 South Dakota Avenue 57104
Sioux Falls, South Dakota (Zip Code)
(Address of principal executive offices)
(605) 978-2908
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 5. Other Events
On November 20, 2002, NorthWestern Corporation ("NorthWestern") issued the press
release attached hereto as Exhibit 99.1 and completed the final stage of its
acquisition of the Montana utility operations of its subsidiary, NorthWestern
Energy, L.L.C. ("NorthWestern Energy"), effective as of November 15, 2002, in
accordance with the Asset and Stock Transfer Agreement dated as of November 15,
2002 by and between NorthWestern Energy and NorthWestern attached hereto as
Exhibit 10.1. The transaction was approved by the Federal Energy Regulatory
Commission (FERC) on November 15, 2002. For additional information, please see
the press release and Asset and Stock Transfer Agreement.
Item 7. Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
10.1* Asset and Stock Transfer Agreement dated as of November 15, 2002
by and between NorthWestern Energy, L.L.C. and NorthWestern
Corporation
99.1* Press Release of NorthWestern Corporation, dated November 20,
2002
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NorthWestern Corporation
By: /s/ Kipp D. Orme
----------------------------------------
Kipp D. Orme
Vice President - Finance and Chief
Financial Officer
Date: November 20, 2002
3
Index to Exhibits
-----------------
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ------------------ -------------------------------------------------------------
10.1* Asset and Stock Transfer Agreement dated as of November 15,
2002 by and between NorthWestern Energy, L.L.C. and
NorthWestern Corporation
99.1* Press Release of NorthWestern Corporation, dated November
20, 2002
* filed herewith
4