- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): October 8, 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 8.01 Other Events
On October 8, 2004, the Company issued a press release announcing that the U.S.
Bankruptcy Court for the District of Delaware had issued an oral ruling
confirming the Company's Second Amended and Restated Plan of Reorganization (the
"Plan"), and that the effective date for the Plan is expected to be in the next
several weeks, at which time the Company will emerge from Chapter 11. The Plan
contemplates that the Company's equity position will be approximately $710
million at emergence, with a decrease in debt from approximately $2.2 billion as
of December 31, 2003 to $900 million, and an enterprise value of approximately
$1.5 billion. The terms of the Plan include a cancellation of existing common
stock with no distribution available for current shareholders, holders of senior
unsecured notes of the Company and general unsecured claims in excess of $20,000
will receive, pro rata, 92 percent of newly issued common stock, holders of
NorthWestern's Trust Originated Preferred Securities, and other subordinated
creditors who so choose, will be eligible to receive, pro rata, 8 percent of the
common stock and warrants exercisable for an additional 13 percent of the common
stock in the reorganized Company, unsecured convenience claims of $20,000 or
less each will be paid in full in cash, while holders of secured bonds,
including the Company's First Mortgage, Pollution Control and Gas Transition
Bonds, will not be impaired and will be reinstated, and environmental claims,
including the Milltown Damn Superfund site, will not be impaired and will be
satisfied in full. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
99.1* Press Release of NorthWestern Corporation dated October 8, 2004
* 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: October 11, 2004
Index to Exhibits
-----------------
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
99.1* Press Release of NorthWestern Corporation dated October 8, 2004
* filed herewith