As filed with the Securities and Exchange Commission
on November 16, 1998
Registration No. 34-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHWESTERN CAPITAL FINANCING I
(Exact Name of Registrant as Specified in its Charter)
Delaware Applied For
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
c/o NorthWestern Corporation
125 S. Dakota Avenue,
Suite 1100
Sioux Falls, South Dakota 57104
(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. /_/ registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. /_/
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NorthWestern Capital Financing I The New York Stock Exchange, Inc.
7.20% Trust Preferred Capital
Securities (and the Guarantee by
NorthWestern Corporation with
respect thereto).
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None.
(Title of Class)
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<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereby are 7.20% Trust
Preferred Capital Securities (the "Preferred Securities"), of
NorthWestern Capital Financing I ("NorthWestern Capital"), a Delaware
business trust. The Preferred Securities represent undivided
beneficial interests in the assets of NorthWestern Capital and are
guaranteed by NorthWestern Corporation ("NorthWestern"), a Delaware
corporation, to the extent set forth in the form of the Preferred
Securities Guarantee Agreement by NorthWestern to the Wilmington Trust
Company, as Preferred Guarantee Trustee (the "Guarantee"). The
Guarantee is incorporated by reference to Exhibit 4(b)(18) to the
Registration Statement on Form S-3 (the "Registration Statement") of
NorthWestern Capital and NorthWestern (Registration No. 333-58491)
filed with the Securities and Exchange Commission on July 2, 1998.
The particular terms of the Preferred Securities and the Guarantee are
described in the Prospectus and Prospectus Supplement which form a
part of the Registration Statement. The Prospectus, the Prospectus
Supplement and the form of Guarantee are incorporated by reference
herein as set forth in Item 2 below.
ITEM 2. EXHIBITS
1(a) The Prospectus and the Filed as part of the Registration
Prospectus Supplement. Statement of NorthWestern and
NorthWestern Capital (Reg.
No. 333-58491).
4(a) Certificate of Trust of Incorporated herein by reference to
NorthWestern Capital Exhibit 4(b)(11) to the Registra-
Financing I tion Statement of NorthWestern and
NorthWestern Capital filed on Form
S-3, as filed with the Securities
and Exchange Commission on July 2,
1998, Registration No. 333-58491.
4(b) Declaration of Trust Incorporated herein by reference to
NorthWestern Capital Exhibit 4(b)(14) to the Registra-
Financing I tion Statement of NorthWestern and
NorthWestern Capital filed on Form
S-3, as filed with the Securities
and Exchange Commission on July 2,
1998, Registration No. 333-58491.<PAGE>
<PAGE> 3
4(c) Form of Amended and Incorporated herein by reference to
Restated Declaration of Exhibit 4(b)(17) to the Registra-
Trust NorthWestern Capital tion Statement of NorthWestern and
Financing I NorthWestern Capital filed on Form
S-3, as filed with the Securities
and Exchange Commission on July 2,
1998, Registration No. 333-58491.
4(d) Subordinated Debt Incorporated herein by reference to
Securities Indenture dated Exhibit 4(f) of Form 8-K dated
August 1, 1995 between August 30, 1995, Commission File
NorthWestern and The Chase No. 0-692.
Manhattan Bank
4(e) First Supplemental Incorporated herein by reference to
Indenture to Subordinated Exhibit 4(g) of Form 8-K dated
Debt Securities Indenture August 30, 1995, Commission File
dated August 1, 1995 No. 0-692.
4(f) Form of Subordinated Debt Incorporated herein by reference to
Security (contained in Exhibit 4(g) of Form 8-K dated
First Supplemental Inden- August 30, 1995, Commission File
ture) No. 0-692.
4(g) Form of Guarantee Agreement Incorporated herein by reference to
with respect to the Exhibit 4(b)(18) to the Registra-
Preferred Securities tion Statement of NorthWestern and
NorthWestern Capital filed on Form
S-3, as filed with the Securities
and Exchange Commission on July 2,
1998, Registration No. 333-58491.
4(h) Form of Preferred Security Incorporated herein by reference to
(contained in the form of Exhibit 4(b)(17) to the Registra-
Amended and Restated tion Statement of NorthWestern and
Declaration of Trust of NorthWestern Capital filed on Form
NorthWestern Capital S-3, as filed with the Securities
and Exchange Commission on July 2,
1998, Registration No. 333-58491.<PAGE>
<PAGE> 4
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NORTHWESTERN CAPITAL FINANCING I
(Registrant)
By: NorthWestern Corporation,
as Sponsor
By: /s/ Daniel K. Newell
---------------------------
Daniel K. Newell,
Vice-President Finance
and Chief Financial
Officer
NORTHWESTERN CORPORATION
(Registrant)
By: /s/ Daniel K. Newell
--------------------------------
Daniel K. Newell,
Vice-President Finance and
Chief Financial Officer<PAGE>
<PAGE> 5
EXHIBIT INDEX
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1(a) The Prospectus and the Prospectus Supplement filed as part of the
Registration Statement of NorthWestern and NorthWestern Capital
(Reg. No. 333-58491).
4(a) Certificate of Trust of NorthWestern Capital Financing I
incorporated herein by reference to Exhibit 4(b)(11) to the
Registration Statement of NorthWestern and NorthWestern Capital
filed on Form S-3, as filed with the Securities and Exchange
Commission on July 2, 1998, Registration No. 333-58491.
4(b) Declaration of Trust NorthWestern Capital Financing I
incorporated herein by reference to Exhibit 4(b)(14) to the
Registration Statement of NorthWestern and NorthWestern Capital
filed on Form S-3, as filed with the Securities and Exchange
Commission on July 2, 1998, Registration No. 333-58491.
4(c) Form of Amended and Restated Declaration of Trust NorthWestern
Capital Financing I incorporated herein by reference to Exhibit
4(b)(17) to the Registration Statement of NorthWestern and
NorthWestern Capital filed on Form S-3, as filed with the
Securities and Exchange Commission on July 2, 1998, Registration
No. 333-58491.
4(d) Subordinated Debt Securities Indenture dated August 1, 1995
between NorthWestern and The Chase Manhattan Bank incorporated
herein by reference to Exhibit 4(f) of Form 8-K dated August 30,
1995, Commission File No. 0-692.
4(e) First Supplemental Indenture to Subordinated Debt Securities
Indenture dated August 1, 1995 incorporated herein by reference
to Exhibit 4(g) of Form 8-K dated August 30, 1995, Commission
File No. 0-692.
4(f) Form of Subordinated Debt Security (contained in First
Supplemental Indenture) incorporated herein by reference to
Exhibit 4(g) of Form 8-K dated August 30, 1995, Commission File
No. 0-692.
4(g) Form of Guarantee Agreement with respect to the Preferred
Securities incorporated herein by reference to Exhibit 4(b)(18)
to the Registration Statement of NorthWestern and NorthWestern
Capital filed on Form S-3, as filed with the Securities and
Exchange Commission on July 2, 1998, Registration No. 333-58491.
4(h) Form of Preferred Security (contained in the Form of Amended and
Restated Declaration of Trust of NorthWestern Capital
incorporated herein by reference to Exhibit 4(b)(17) to the
Registration Statement of NorthWestern and NorthWestern Capital
filed on Form S-3, as filed with the Securities and Exchange
Commission on July 2, 1998, Registration No. 333-58491.<PAGE>
