8-K 1 a05-19996_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  November 9, 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 (see General Instruction A.2. below):

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 2.02                                             Results of Operations and Financial Condition.

 

On November 9, 2005, NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) (the “Company”) issued a press release discussing results for the third quarter of 2005, reaffirming earnings guidance for fiscal year 2005, providing earnings guidance for fiscal year 2006, announcing that its Board of Directors increased the quarterly dividend to $0.31 per share, and authorized a share repurchase program permitting the Company to acquire up to $75 million of its common stock.  The press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

As discussed therein, the press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

 

Item 9.01                                                                     Financial Statements and Exhibits

 

EXHIBIT NO.

 

DESCRIPTION OF DOCUMENT

99.1*

 

Press release of NorthWestern Corporation dated November 9, 2005

 


* filed herewith

 

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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, General Counsel

 

 

and Corporate Secretary

 

 

Date: November 9, 2005

 

 

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Index to Exhibits

 

EXHIBIT NO.

 

DESCRIPTION OF DOCUMENT

99.1*

 

Press release of NorthWestern Corporation dated November 9, 2005

 


* filed herewith

 

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