-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EypJxJ09oJ2wLbEy/CwUXQ1LPWAkNv59qp5nXAKSAFr1OeS9JT0whIzyINYeEf3/ 7U0QLKNjQ3y1LzksmtAxUA== 0001116679-04-002468.txt : 20041223 0001116679-04-002468.hdr.sgml : 20041223 20041223171807 ACCESSION NUMBER: 0001116679-04-002468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041221 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10499 FILM NUMBER: 041225073 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 8-K 1 nw8k.txt DECEMBER 21, 2004 ================================================================================ 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): December 21, 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 1.01 Entry into a Material Definitive Agreement. On December 21, 2004, the Board of Directors of NorthWestern Corporation (the "Company") established the 2004 compensation to be paid to the non-executive members of the Board of Directors appointed on November 1, 2004 upon the effective date of the Company's plan of reorganization. The amounts to be paid to the current non-executive members of the Board of Directors on a pro rata basis for the months of November and December 2004 in which the current non-executive members of the Board of Directors held office are as follows: Dr. Ernest Linn Draper, Jr., Chairman of the Board - $30,686.67 (Retainer) Stephen P. Adik - $18,596.67 (Retainer, Committee Chair Fees, Meeting Fees) Jon S. Fossel - $18,263.34 (Retainer, Committee Chair Fees, Meeting Fees) Julia L. Johnson - $18,513.34 (Retainer, Meeting Fees) Corbin A. McNeill, Jr. - $19,763.34 (Retainer, Meeting Fees) Philip L. Maslowe - $18,263.34 (Retainer, Committee Chair Fees, Meeting Fees) Item 8.01 Other Events On December 21, 2004, the Company issued a press release announcing that it expects to complete the paydown of approximately $14.5 million in medium- and long-term secured debt before year end 2004 through early redemption provisions. The press release is attached hereto as Exhibit 99.1. On December 21, 2004, the Company issued a second press release announcing that its Board of Directors has elected Thomas J. Knapp as General Counsel, Michael L. Nieman as Internal Audit & Controls Officer and Paul J. Evans as Treasurer, each effective immediately. The press release is attached hereto as Exhibit 99.2. Item 9.01 Financial Statements and Exhibits EXHIBIT NO. DESCRIPTION OF DOCUMENT - -------------------------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated December 21, 2004 99.2* Press Release of NorthWestern Corporation dated December 21, 2004 * 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\ Thomas J. Knapp ------------------------------------ Thomas J. Knapp Vice President and General Counsel Date: December 23, 2004 Index to Exhibits ----------------- EXHIBIT NO. DESCRIPTION OF DOCUMENT - -------------------------------------------------------------------------------- 99.1* Press Release of NorthWestern Corporation dated December 21, 2004 99.2* Press Release of NorthWestern Corporation dated December 21, 2004 * filed herewith EX-99 2 ex99-1.txt EX. 99.1 - DEBT REDUCTION PRESS RELEASE 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 - -------------------------------------------------------------------------------- NORTHWESTERN TO PAY DOWN $14.5 MILLION IN SECURED DEBT FROM ASSET SALE PROCEEDS SIOUX FALLS, S.D. - Dec. 21, 2004 - NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) today reported that it expects to complete the paydown of approximately $14.5 million in medium- and long-term secured debt before year end 2004 through early redemption provisions. According to Brian B. Bird, NorthWestern's Chief Financial Officer, the debt will be paid down from approximately $25 million in proceeds from recent asset sales. This includes approximately $15 million that NorthWestern received from the sale of bank debt issued to the Company from CornerStone Propane Partners L.P. as part of a previously reported claims settlement made through both companies' bankruptcy reorganizations and $10 million in partial payment of intercompany obligations from the sale of business locations of Blue Dot Services Inc. NorthWestern is paying down $13 million of 7.25% Montana senior secured term notes due March 3, 2008, and $1,446,000 in 8.95% Montana First Mortgage Bonds due Jan. 1, 2022. The Company will have approximately $835.5 million in secured debt outstanding following the transactions. "These early debt redemptions are part of the Company's strategy to further improve our balance sheet and reduce interest expenses as we work to obtain an investment grade rating," said Bird. In addition, Bird said that the Company expects to announce its 2005 earnings guidance and dividend policy following the filing of the Company's 2004 Annual Report on Form 10-K after its March 2005 Board of Directors meeting. 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 608,000 customers in Montana, South Dakota and Nebraska. More information on NorthWestern Energy is available on the Company's Web site at www.northwesternenergy.com. ### EX-99 3 ex99-2.txt EX. 99.2 - OFFICER ELECTION PRESS RELEASE Exhibit 99.2 [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 - -------------------------------------------------------------------------------- NORTHWESTERN BOARD ELECTS NEW OFFICERS THOMAS J. KNAPP ELECTED GENERAL COUNSEL MICHAEL L. NIEMAN ELECTED INTERNAL AUDIT & CONTROLS OFFICER PAUL J. EVANS ELECTED TREASURER SIOUX FALLS, S.D. - Dec. 21, 2004 - NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) today announced that its Board of Directors has elected Thomas J. Knapp as General Counsel. In addition, Michael L. Nieman was elected Internal Audit & Controls Officer and Paul J. Evans was elected Treasurer. The officer elections are effective immediately. Knapp is responsible for all in-house and outside legal activities for the Company, including risk management insurance and loss prevention activities, governance and compliance activities, contract administration and information development and records retention. He reports to Gary G. Drook, President and Chief Executive Officer. Knapp replaces Eric Jacobsen who has elected to leave the Company effective Jan. 1, 2005, to pursue other interests. "During his more than two years with NorthWestern, Tom has been directly involved in the Company's successful reorganization efforts," said Drook. "He has broad experience in the energy industry and will be an important addition to NorthWestern's executive management team." Knapp joined NorthWestern in 2002 and has 25 years of corporate and large legal firm experience with energy, transportation, retail and other industrial companies. Prior to joining NorthWestern, Knapp held management positions at The Boeing Company, The Burlington Northern and Santa Fe Railway Company and Paul, Hastings, Janofsky & Walker LLP. Knapp holds a Juris Doctor degree from Loyola University School of Law, Chicago, Ill., and a BA, Political Science Business, from the University of Illinois, Urbana, Ill., and has completed Continuing Legal Education at the National Institute of Trial Advocacy. Nieman's primary responsibilities are to direct NorthWestern Energy's internal audit function and control processes including Sarbanes-Oxley compliance and Enterprise Risk Management processes. In this position, Nieman will report directly to the chairman of the Audit Committee of the Board of Directors and will report administratively to Brian B. Bird, Chief Financial Officer. Nieman replaces George Boyles who recently resigned from the company to become controller of a hospital in his native Fairmont, W.Va. - More - NorthWestern Board Elects New Officers Dec. 21, 2004 Page 2 Nieman joined NorthWestern in 1992 as an accountant and has held several finance positions including most recently Director - Financial Planning & Analysis. Nieman holds a bachelor's degree in accounting from Moorhead (Minnesota) State University and is a Certified Public Accountant. Evans joined NorthWestern as Treasurer in July 2004 after working as a financial consultant for the Company for the past two years. He reports to Bird. Evans is filling a vacant position and will head all of the Company's treasury functions including capital procurement, cash management, and credit, and will handle the Company's banking relationships. A Certified Public Accountant, Evans has a significant financial background in the energy industry. Prior to joining NorthWestern, Evans was Vice President - Structured Finance, Valuation and Treasury Operations for Duke Energy North America. Prior to Duke Energy, Evans was Executive Director - Project Finance for NRG Energy. After serving three years in the U.S. Army, Evans graduated from Stephen F. Austin State University in Nacogdoches, Texas with a Bachelor of Business Administration - Accounting. He also holds a Master of International Management from Thunderbird, The Garvin School of International Management in Glendale, Ariz. 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 608,000 customers in Montana, South Dakota and Nebraska. More information on NorthWestern Energy is available on the Company's Web site at www.northwesternenergy.com. ### -----END PRIVACY-ENHANCED MESSAGE-----