8-K 1 nw8k.txt ================================================================================ 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): July 14, 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) ================================================================================ Item 5. Other Events and Regulation FD Disclosure On July 14, 2004, NorthWestern Corporation (the "Company") announced that it had reached a tentative agreement to settle a class action lawsuit filed on behalf of former shareholders of The Montana Power Company. The Company was named as a defendant due to the fact that it purchased The Montana Power, L.L.C., which the plaintiffs claim is a successor to The Montana Power Company. Settlement of the litigation, which is entitled McGreevey, et al. v. The Montana Power Company, et al, is subject to approval by the U.S. Bankruptcy Court and the U.S. District Court in Montana. The Company said that it expects to file a motion to approve the settlement agreement with the Bankruptcy Court in the next several weeks. Under the terms of the settlement agreement, a total of $67 million will be paid by the insurance carriers covering the former Montana Power Company, Clark Fork and Blackfoot, L.L.C., Touch America and the Company, and their officers and directors. The agreement provides for a release of all claims against the insured companies and their insured officers and directors. Further, the plaintiffs agreed to dismiss with prejudice the claims against the third party purchasers. The allocation of the proceeds will be determined by the Touch America Bankruptcy Court. The Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Stipulation and Settlement Agreement. 2 Item 7. Financial Statements and Exhibits EXHIBIT NO. DESCRIPTION OF DOCUMENT ------------------ ------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated July 14, 2004 regarding tentative settlement of Class Action Securities Litigation * 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/ Roger Schrum ------------------------------------ Roger Schrum Vice President - Human Resources and Communications Date: July 14, 2004 Index to Exhibits ----------------- EXHIBIT NO. DESCRIPTION OF DOCUMENT -------------------------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated July 14, 2004 regarding tentative settlement of Class Action Securities Litigation * filed herewith