8-K 1 a05-17487_18k.htm 8-K

 

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 6, 2005

 

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-692

 

46-0172280

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

125 South Dakota Avenue

 

 

 

 

Sioux Falls, South Dakota

 

 

 

57104

(Address of principal executive offices)

 

 

 

(Zip Code)

 

(605) 978-2908

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 7.01                                             Regulation FD Disclosure.

 

On October 6, 2005, NorthWestern Corporation (the “Company”) issued a press release announcing that the Company had received approval from the U.S. Bankruptcy Court for the District of Delaware of a definitive agreement signed 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.

 

A copy of the press release is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference.  The information in the press release shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Furthermore, the press release shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

 

Item 9.01                                             Financial Statements and Exhibits

 

EXHIBIT NO.

 

DESCRIPTION OF DOCUMENT

99.1*

 

Press Release of NorthWestern Corporation, dated October 6, 2005

 

* filed herewith

 

2


 

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

 

 

 

Thomas J. Knapp

 

 

Vice President and General Counsel

 

 

 

 

Date: October 11, 2005

 

 

3


 

Index to Exhibits

 

EXHIBIT NO.

 

DESCRIPTION OF DOCUMENT

99.1*

 

Press Release of NorthWestern Corporation, dated October 6, 2005

 

* filed herewith

 

4