Exhibit 99.1
[GRAPHIC OMITTED] NorthWestern Corporation
d/b/a NorthWestern Energy
125 S. Dakota Ave.
Sioux Falls, SD 57104
www.northwesternenergy.com
News Release NASDAQ: NWEC
FOR IMMEDIATE RELEASE
Media/Investor Relations Contact:
Roger Schrum
605-978-2848
roger.schrum@northwestern.com
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NORTHWESTERN AND PPL MONTANA REACH AGREEMENT IN
PRINCIPLE TO SETTLE LITIGATION CLAIMS
COMPANY EXPECTS TO RECORD $9.0 MILLION PRE-TAX GAIN
SIOUX FALLS, S.D. - May 4, 2005 - NorthWestern Corporation d/b/a NorthWestern
Energy (NASDAQ: NWEC) today announced that it has reached an agreement in
principle with PPL Montana, LLC (PPLM), a subsidiary of PPL Corporation (NYSE:
PPL), to settle all claims and counterclaims pending in the case styled
Northwestern Corporation vs. PPL Montana, LLC vs. NorthWestern Corporation and
Clark Fork and Blackfoot, LLC, Cause No. CV-02-94-BU (SEH) pending in U.S.
District Court in Montana and PPLM's claims filed in NorthWestern's bankruptcy
proceeding.
According to Michael J. Hanson, President of NorthWestern, the litigation and
claims involved a dispute regarding an asset purchase agreement between the
parties involving NorthWestern's 500 kV Colstrip transmission assets located in
east-central Montana. Under terms of the agreement in principal, NorthWestern
will retain the Colstrip transmission assets and PPLM will pay NorthWestern $9.0
million in cash. The agreement also covers the cancellation of indemnity
obligations stemming from the asset purchase agreement and PPLM's withdrawal of
its claims pending in NorthWestern's bankruptcy proceeding along with the
dismissal and release of claims arising out of the litigation.
Subject to entering into a definitive agreement between the parties, the
agreement will become effective following the dismissal by the U.S. District
Court of the Montana lawsuit, and acceptance by NorthWestern's bankruptcy Plan
Committee and approval by the U.S. Bankruptcy Court for the District of
Delaware. Under the Plan Committee by-laws, NorthWestern will provide the Plan
Committee with notice of the proposed settlement at least ten days prior to (i)
the filing of a motion seeking Bankruptcy Court approval of the proposed
settlement and (ii) the execution of any material agreement relating to the
proposed settlement.
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NorthWestern Reaches Litigation Settlement with PPL Montana, LLC
May 4, 2005
Page 2
The settlement terms are subject to Bankruptcy Court approval and shall not be
binding until an order is obtained and entered by the Bankruptcy Court. Subject
to these approvals, NorthWestern expects to record a pre-tax gain of $9.0
million as a result of the cash consideration of the agreement.
"We are pleased to that we have been able to reach an agreement with PPL Montana
to conclude this long pending litigation," Hanson said. "This is another
positive step in our effort to resolve outstanding reorganization issues and the
related disruption and expense to our business so that we can further focus our
efforts on serving the needs of our utility customers."
About NorthWestern Energy
NorthWestern Energy is one of the largest providers of electricity and natural
gas in the Upper Midwest and Northwest, serving more than 617,000 customers in
Montana, South Dakota and Nebraska. More information on NorthWestern Energy is
available on the Company's Web site at www.northwesternenergy.com.
SPECIAL NOTE REGARDING FORWARD--LOOKING STATEMENTS
On one or more occasions, we may make statements in this press 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.
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 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:
Factors Relating to Our Bankruptcy
o our ability to obtain and maintain normal terms with vendors and service
providers;
o the potential adverse impact of the Chapter 11 case on our liquidity or
results of operations, including our ability to mitigate unsecured claims
with respect to the Class 9 reserve such that the allowed claims do not
exceed the reserve;
o our ability to fund and execute our business plan;
o the potential adverse impact of the Netexit Chapter 11 case on our
liquidity;
o our ability to avoid or mitigate adverse rulings as to Magten Asset
Management Corporation (Magten) appeal of the order confirming our plan of
reorganization, its appeal of the order approving the memorandum of
understanding to settle our securities class action litigation and
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NorthWestern Reaches Litigation Settlement with PPL Montana, LLC
May 4, 2005
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Magten and Law Debenture Trust Company of New York's (Law Debenture)
adversary complaint filed April 15, 2005;
o our ability to avoid or mitigate an adverse judgment against us in that
certain lawsuit seeking to recover assets or damages on behalf of Clark
Fork and Blackfoot, LLC, one of our subsidiaries which we refer to as CFB,
filed by Magten and Law Debenture, which we refer to as the QUIPs
Litigation;
o our ability to avoid or mitigate an adverse judgment against us in that
pending litigation styled as McGreevey et al v. The Montana Power Company,
the shareholder class action lawsuit relating to the disposition of the
generating and energy related assets by the entity formerly known as The
Montana Power Company, excluding our acquisition of the electric and
natural gas transmission and distribution business formerly held by The
Montana Power Company, which has been settled pending approval by our
Bankruptcy Court, the bankruptcy court in the Touch America Holdings, Inc.
proceedings, and the U.S. District Court in Montana where the litigation
is pending, together with ERISA litigation regarding The Montana Power
Company Employee Stock Ownership Plan and 401(k) plan;
o our ability to avoid or mitigate an adverse judgment against us in the In
Re NorthWestern Derivative Litigation relating to the restatement of the
Predecessor Company's 2002 quarterly financial statements and other
accounting and financial reporting matters, which has been settled pending
final approval of the settlement by the U.S. District Court in South
Dakota where the litigation is pending;
o our ability to avoid or mitigate an adverse judgment against us in pending
other shareholder and derivative litigation or any additional litigation
and regulatory action, including the formal investigation initiated by the
Securities and Exchange Commission (SEC), in connection with the
restatement of the Predecessor Company's 2002 quarterly financial
statements and other accounting and financial reporting matters, any of
which could have a material adverse effect on our liquidity, results of
operations and financial condition;
General Factors
o 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;
o unanticipated changes in availability of trade credit, usage, commodity
prices, fuel supply costs or availability due to higher demand, shortages,
weather conditions, transportation problems or other developments, may
reduce revenues or may increase operating costs, each of which would
adversely affect our liquidity;
o adverse changes in general economic and competitive conditions in our
service territories;
o potential additional adverse federal, state, or local legislation or
regulation or adverse determinations by regulators could have a material
adverse affect on our liquidity, results of operations and financial
condition;
o increases in interest rates, which will increase our cost of borrowing;
and
o our ability to improve and maintain an effective internal control
structure.
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
Form 10-Q entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
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NorthWestern Reaches Litigation Settlement with PPL Montana, LLC
May 4, 2005
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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,
press 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 press release 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 press 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 press 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.
Unless the context requires otherwise, references to "we," "us," "our,"
"NorthWestern Corporation," "NorthWestern Energy" and "NorthWestern" refer
specifically to NorthWestern Corporation and its subsidiaries.
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