Exhibit 99.1
[NORTHWESTERN CORPORATION LOGO] NEWS RELEASE
Contacts:
Investors/Media:
Roger Schrum
605-978-2848
roger.schrum@northwestern.com
- --------------------------------------------------------------------------------
NORTHWESTERN RECEIVES COURT APPROVAL OF DISCLOSURE STATEMENT
Company Prepares to Commence Solicitation of Plan of Reorganization
Company, Official Creditors Committee Urge Support of the Plan
- --------------------------------------------------------------------------------
SIOUX FALLS, S.D. - May 27, 2004 - NorthWestern Corporation (OTC Pink Sheets:
NTHWQ) today announced that the U.S. Bankruptcy Court for the District of
Delaware has formally approved the Company's Disclosure Statement and authorized
the Company to begin soliciting approval of its amended Plan of Reorganization
("Plan"). Additionally, the Court has scheduled a confirmation hearing for the
Company's Plan of Reorganization for Aug. 25, 2004.
The Company said that it would begin to solicit support for the Plan from
creditors eligible to vote. Creditors have until Aug. 2, 2004, to return their
ballot to the Balloting Agent at the following address:
Kurtzman Carson Consultants, LLC
12910 Culver Boulevard, Suite 1
Los Angeles, Calif. 90066-6709
Attn: Christopher R. Schepper
Telephone: (866) 381-9100
Copies of the Company's amended Plan of Reorganization and Disclosure Statement
can be accessed at NorthWestern's Web site www.northwestern.com.
As previously announced, NorthWestern filed its Plan with the Court on March 11,
2004. The Plan includes a debt-for-equity exchange and the cancellation of all
existing common stock.
The Company noted that it has negotiated the terms of the amended Plan with the
Official Committee of Unsecured Creditors, and both the Company and the
Committee urge creditor acceptance of the Plan. As previously reported, the
Company has also reached an agreement in principal with the Montana Public
Service Commission and the Montana Consumer Counsel regarding the amended Plan
and Disclosure Statement.
- More -
NorthWestern Receives Court Approval of Disclosure Statement
May 27, 2004
Page 2
Gary G. Drook, President and Chief Executive Officer of NorthWestern, said, "The
court approval of the Disclosure Statement is another positive step toward
completing our reorganization in a timely manner. We are extremely pleased that
the Official Committee of Unsecured Creditors supports our Plan, which we
believe provides the best possible outcome for our stakeholders. Under this
Plan, we will emerge with a sound capital structure that will enable
NorthWestern to invest in its future, making us a stronger partner for both our
customers and the communities we serve."
About NorthWestern
NorthWestern Corporation is one of the largest providers of electricity and
natural gas in the Upper Midwest and Northwest, serving approximately 608,000
customers in Montana, South Dakota and Nebraska.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements in this news release regarding
our assumptions, projections, expectations, targets, intentions or beliefs about
future events. All statements other than statements of historical facts,
included or incorporated by reference herein relating to management's current
expectations of future financial performance, continued growth, changes in
economic conditions or capital markets and changes in customer usage patterns
and preferences are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. On Sept. 14, 2003, NorthWestern Corporation filed a voluntary petition for
relief under the provisions of Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware. Our subsidiaries,
including Netexit, Inc. (f/k/a Expanets, Inc.) and Blue Dot Services Inc., (Blue
Dot) are not party to the Chapter 11 case.
Words or phrases such as "anticipates," "may," "will," "should," "believes,"
"estimates," "expects," "intends," "plans," "predicts," "projects," "targets,"
"will likely result," "will continue" or similar expressions identify
forward-looking statements. Forward-looking statements involve risks and
uncertainties which could cause actual results or outcomes to differ materially
from those expressed. We caution that while we make such statements in good
faith and we believe such statements are based on reasonable assumptions,
including without limitation, management's examination of historical operating
trends, data contained in records and other data available from third parties,
we cannot assure you that our projections will be achieved. Factors that may
cause such differences include but are not limited to:
(i) our common stock will be cancelled and our trust preferred
securities will be restructured in a manner that will eliminate or
very substantially reduce any remaining value. The sale of noncore
assets does not change the fact that our common stock has no
value. Accordingly, we urge that appropriate caution be exercised
with respect to existing and future investments in any of our
liabilities and/or securities;
(ii) our ability to successfully develop, prosecute, confirm and
consummate a plan of reorganization, emerge from bankruptcy as a
going concern and avoid liquidation under the Federal Bankruptcy
Code;
(iii) risks associated with third parties seeking and obtaining
Bankruptcy Court approval for the appointment of a Chapter 11
trustee or to convert the case to a Chapter 7 proceeding;
(iv) our ability to operate pursuant to the terms of our $75 million
debtor-in-possession financing facility arranged by us with Bank
One, N.A. and other financing and contractual arrangements;
- More -
NorthWestern Receives Court Approval of Disclosure Statement
May 27, 2004
Page 3
(v) our ability to obtain Bankruptcy Court approval with respect to
material motions in the Chapter 11 proceeding from time to time;
(vi) our ability to obtain the support of the official committee of
unsecured creditors and other stakeholders of the company for a
plan of reorganization, which may be difficult in light of our
inability to preserve any material value in our common equity and
our trust preferred securities in a plan of reorganization;
(vii) our ability to offset the negative effects that the filing for
reorganization under Chapter 11 has had, or may have, on our
business, management and employees including constraints placed on
available capital;
(viii) our ability to obtain and maintain normal terms with vendors and
service providers;
(ix) our ability to maintain contracts, including leases, that are
critical to our operations;
(x) the potential adverse impact of the Chapter 11 case on our
liquidity or results of operations;
(xi) our ability to develop a long-term strategy and our ability to
fund and execute our business plan;
(xii) our ability to avoid or mitigate an adverse judgment against us in
(1) that certain lawsuit seeking to recover assets on behalf of
Clark Fork and Blackfoot LLC filed by Magten Asset Management
Corporation and Law Debenture Trust of New York and (2) similar
lawsuits which are threatened to be filed by Comanche Park LLC and
certain plaintiffs in that pending litigation styled as the
McGreevey et al v. The Montana Power Company;
(xiii) our ability to avoid or mitigate material uninsured monetary
judgments, or other adverse judgments, against us in (1) the
shareholder class action lawsuit relating to the disposition of
the generating and energy-related assets by The Montana Power
Company, excluding our acquisition of the electric and natural gas
transmission and distribution business formerly held by The
Montana Power Company, together with ERISA litigation regarding
The Montana Power Company ESOP and 401(k) plan and (2) existing
shareholder and derivative litigation or any additional litigation
and regulatory action, including the initiation by the Securities
and Exchange Commission (SEC) of a formal investigation, in
connection with the restatement of our 2002 quarterly financial
statements, any of which could have a material adverse affect on
our liquidity, results of operations and financial condition;
General Factors
(xiv) our ability to maintain an effective internal controls structure;
(xv) our ability to attract, motivate and/or retain key employees;
(xvi) potential additional adverse federal, state, or local legislation
or regulation or adverse determinations by regulators, including
the final order of the Montana Public Service Commission (MPSC)
disallowing the recovery of $6.2 million of natural gas costs we
incurred during the past tracker year, and an interim order fixing
the recovery price during the next tracker year, which has had and
could continue to have a material adverse affect on our liquidity,
results of operations and financial condition;
(xvii) unscheduled generation outages, maintenance or repairs which may
reduce revenues and increase cost of sales or may require
additional capital expenditures or other increased operating
costs;
(xviii) unanticipated changes in commodity prices or in fuel supply costs
or availability due to higher demand, shortages, weather
conditions, transportation problems or other developments, in
combination with reduced availability of trade credit, may reduce
NorthWestern Receives Court Approval of Disclosure Statement
May 27, 2004
Page 4
revenues or may increase operating costs, each of which would
adversely affect our liquidity;
(xix) increases in interest rates, which will increase our cost of
borrowing;
(xx) adverse changes in general economic and competitive conditions in
our service territories; and
(xxi) certain other business uncertainties related to the occurrence of
natural disasters, war, hostilities and the threat of terrorist
actions.
We have attempted to identify, in context, certain of the factors that we
believe may cause actual future experience and results to differ materially from
our current expectation regarding the relevant matter or subject area. In
addition to the items specifically discussed above, our business and results of
operations are subject to the uncertainties described under the caption "Risk
Factors" which is a part of the disclosure included in Item 2 of our Quarterly
Report on Form 10-Q entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
From time to time, oral or written forward-looking statements are also included
in our reports on Forms 10-K, 10-Q and 8-K, Proxy Statements on Schedule 14A,
news releases and other materials released to the public. Although we believe
that at the time made, the expectations reflected in all of these
forward-looking statements are and will be reasonable, any or all of the
forward-looking statements in this news release, our reports on Forms 10-K, 10-Q
and 8-K, our Proxy Statements on Schedule 14A and any other public statements
that are made by us may prove to be incorrect. This may occur as a result of
inaccurate assumptions or as a consequence of known or unknown risks and
uncertainties. Many factors discussed in this news release, certain of which are
beyond our control, will be important in determining our future performance.
Consequently, actual results may differ materially from those that might be
anticipated from forward-looking statements. In light of these and other
uncertainties, you should not regard the inclusion of a forward-looking
statement in this news release or other public communications that we might make
as a representation by us that our plans and objectives will be achieved, and
you should not place undue reliance on such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, your attention is directed to any further disclosures made on related
subjects in our subsequent annual and periodic reports filed with the SEC on
Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.
###