================================================================================ UNITED STATES 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 4, 2004 NorthWestern Corporation (Exact name of registrant as specified in its charter) Delaware 0-692 46-0172280 (State or other jurisdiction of (Commission File Number) (IRS Employer 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 and Regulation FD Disclosure On May 4, 2004, NorthWestern Corporation (the "Company") announced that its subsidiary, Netexit, Inc. ("Netexit") filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Netexit remains in possession of its assets and properties, and continues to operate its businesses and manage its properties as "debtor-in-possession" pursuant to the Bankruptcy Code. The Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Chapter 11 filing. 2 Item 7. Financial Statements and Exhibits EXHIBIT NO. DESCRIPTION OF DOCUMENT - ------------------ ------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated May 4, 2004 regarding Chapter 11 filing for its subsidiary, Netexit, Inc. * 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/ Roger Schrum ------------------------------------ Roger Schrum Vice President - Human Resources and Communications Date: May 4, 2004 Index to Exhibits ----------------- EXHIBIT NO. DESCRIPTION OF DOCUMENT - ------------------ ------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated May 4, 2004 regarding Chapter 11 filing for its subsidiary, Netexit, Inc. * filed herewith