sc13g

0000950134-04-017437.txt : 20041112 0000950134-04-017437.hdr.sgml : 20041111 20041112164640 ACCESSION NUMBER: 0000950134-04-017437 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 GROUP MEMBERS: SOF INVESTMENTS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN CORP CENTRAL INDEX KEY: 0000073088 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 460172280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36015 FILM NUMBER: 041140068 BUSINESS ADDRESS: STREET 1: 125 S DAKOTA AVENUE STREET 2: SUITE 1100 CITY: SIOUX STATE: SD ZIP: 57104 BUSINESS PHONE: 6059782908 MAIL ADDRESS: STREET 1: 125 S DAKOTA AVENUE STREET 2: SUITE 1100 CITY: SIOUX STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWESTERN PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 IRS NUMBER: 742880190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-2024 BUSINESS PHONE: 2123031650 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-2024 SC 13G 1 d20108sc13g.htm SCHEDULE 13G sc13g


		OMB APPROVAL

		OMB Number:		3235-0145
		Expires:		December 31, 2005
		Estimated average burden hours per response		11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __________)*

NorthWestern Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

668074-30-5

(CUSIP Number)

November 1, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o		Rule 13d-1(b)




x		Rule 13d-1(c)




o		Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)

Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

(214) 651-5562


CUSIP No. 668074-30-5	13 G	Page 2 of 7 Pages

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MSD Capital, L.P., a Delaware limited partnership
74-2880190

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

5. Sole Voting Power

0

Number of 6. Shared Voting Power

Shares

Beneficially 1,849,054

Owned by Each 7. Sole Dispositive Power

Reporting

Person 0

With: 8. Shared Dispositive Power

1,849,054

9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,849,054

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11. Percent of Class Represented by Amount In Row (9)

5.2%

12. Type of Reporting Person (See Instructions)


CUSIP No. 668074-30-5	13 G	Page 3 of 7 Pages

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

SOF Investments, L.P., a Delaware limited partnership
30-0090869

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

3. SEC Use Only

4. Citizenship or Place of Organization
Delaware

1,849,054

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11. Percent of Class Represented by Amount In Row (9)

5.2%

12. Type of Reporting Person (See Instructions)


CUSIP No. — 668074-30-5		Page 4 of 7


Item 1(a)		Name of Issuer:

		NorthWestern Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		125 South Dakota Avenue
		Sioux Falls, South Dakota 57104

Item 2(a)		Names of Persons Filing:

		MSD Capital, L.P.
		SOF Investments, L.P.

Item 2(b)		Addresses of Principal Business Offices:

		MSD Capital, L.P.
		645 Fifth Avenue, 21st Floor
		New York, New York 10022

		SOF Investments, L.P.
		645 Fifth Avenue, 21st Floor
		New York, New York 10022

Item 2(c)		Citizenship:

		MSD Capital, L.P. — Delaware
		SOF Investments, L.P. — Delaware

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.01 per share

Item 2(e)		CUSIP Number:

		668074-30-5


CUSIP No. — 668074-30-5		Page 5 of 7


Item 3	Status of Persons Filing:

	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a)	As of November 11, 2004, SOF Investments, L.P., a Delaware limited partnership (“SOF”), was the record and beneficial owner of 1,849,054 shares (the “Shares”) of Common Stock of NorthWestern Corporation. MSD Capital, L.P., a Delaware limited partnership (“MSD”), is the general partner of SOF, and therefore may be deemed to be the indirect beneficial owner of the Shares. MSD Capital Management LLC is the general partner of MSD.

	(b)	Percent of Class: 5.2%.

	(c)	Number of shares as to which the person has:

(i) sole power to vote or to direct the vote:

     0

(ii) shared power to vote or to direct the vote:

     MSD Capital, L.P. — 1,849,054
     SOF Investments, L.P. — 1,849,054

(iii) sole power to dispose or to direct the disposition of:

     0

(iv) shared power to dispose or to direct the disposition of:

     MSD Capital, L.P. — 1,849,054
     SOF Investments, L.P. — 1,849,054


CUSIP No. — 668074-30-5		Page 6 of 7


Item 5		Ownership of 5% or Less of a Class:

		Not applicable.

Item 6		Ownership of More than 5% on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		Not applicable.

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. — 668074-30-5		Page 7 of 7

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2004


MSD CAPITAL, L.P.

By:	MSD Capital Management LLC, its general partner

	By:	/s/ Marc R. Lisker

		Marc R. Lisker
		General Counsel

SOF INVESTMENTS, L.P.

By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner

	By:	/s/ Marc R. Lisker

		Marc R. Lisker
		General Counsel

EXHIBITS

Exhibit A Joint Filing Agreement, dated November 12, 2004, entered into by and between MSD Capital, L.P. and SOF Investments, L.P.

EX-99.A 2 d20108exv99wa.htm JOINT FILING AGREEMENT exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of NorthWestern Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 12, 2004.


MSD CAPITAL, L.P.

By: MSD Capital Management LLC, its general partner

	By:	/s/ Marc R. Lisker

		Marc R. Lisker
		General Counsel

SOF INVESTMENTS, L.P.

By: MSD Capital, L.P., its general partner
By: MSD Capital Management LLC, its general partner

	By:	/s/ Marc R. Lisker

		Marc R. Lisker
		General Counsel

	5.	Sole Voting Power

		0
Number of	6.	Shared Voting Power
Shares
Beneficially		1,849,054
Owned by Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power
		1,849,054

1,849,054
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	(i)		sole power to vote or to direct the vote:

			0

	(ii)		shared power to vote or to direct the vote:

			MSD Capital, L.P. — 1,849,054 SOF Investments, L.P. — 1,849,054

	(iii)		sole power to dispose or to direct the disposition of:

			0

	(iv)		shared power to dispose or to direct the disposition of:

			MSD Capital, L.P. — 1,849,054 SOF Investments, L.P. — 1,849,054


Exhibit A	Joint Filing Agreement, dated November 12, 2004, entered into by and between MSD Capital, L.P. and SOF Investments, L.P.