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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): December 21, 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)
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Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2004, the Board of Directors of NorthWestern Corporation (the
"Company") established the 2004 compensation to be paid to the non-executive
members of the Board of Directors appointed on November 1, 2004 upon the
effective date of the Company's plan of reorganization.
The amounts to be paid to the current non-executive members of the Board of
Directors on a pro rata basis for the months of November and December 2004 in
which the current non-executive members of the Board of Directors held office
are as follows:
Dr. Ernest Linn Draper, Jr., Chairman of the Board - $30,686.67 (Retainer)
Stephen P. Adik - $18,596.67 (Retainer, Committee Chair Fees, Meeting Fees)
Jon S. Fossel - $18,263.34 (Retainer, Committee Chair Fees, Meeting Fees)
Julia L. Johnson - $18,513.34 (Retainer, Meeting Fees)
Corbin A. McNeill, Jr. - $19,763.34 (Retainer, Meeting Fees)
Philip L. Maslowe - $18,263.34 (Retainer, Committee Chair Fees, Meeting Fees)
Item 8.01 Other Events
On December 21, 2004, the Company issued a press release announcing that it
expects to complete the paydown of approximately $14.5 million in medium- and
long-term secured debt before year end 2004 through early redemption provisions.
The press release is attached hereto as Exhibit 99.1.
On December 21, 2004, the Company issued a second press release announcing that
its Board of Directors has elected Thomas J. Knapp as General Counsel, Michael
L. Nieman as Internal Audit & Controls Officer and Paul J. Evans as Treasurer,
each effective immediately. The press release is attached hereto as Exhibit
99.2.
Item 9.01 Financial Statements and Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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99.1* Press Release of NorthWestern Corporation dated December 21, 2004
99.2* Press Release of NorthWestern Corporation dated December 21, 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\ Thomas J. Knapp
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Thomas J. Knapp
Vice President and General Counsel
Date: December 23, 2004
Index to Exhibits
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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99.1* Press Release of NorthWestern Corporation dated December 21, 2004
99.2* Press Release of NorthWestern Corporation dated December 21, 2004
* filed herewith