Registration No. 33-58403
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MONTANA POWER COMPANY
(Exact name of registrant as specified in its charter)
MONTANA 81-0170530
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 EAST BROADWAY
BUTTE, MONTANA 59701
(406) 723-5421
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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D. T. BERUBE, J. P. PEDERSON, M. E. ZIMMERMAN, ESQ.
Chairman of the Board Vice President and Vice President and
and Chief Executive Chief Financial General Counsel
Officer Officer The Montana
The Montana The Montana Power Company
Power Company Power Company 40 East Broadway
40 East Broadway 40 East Broadway Butte, Montana 59701
Butte, Montana 59701 Butte, Montana 59701 (406) 723-5421
(406) 723-5421 (406) 723-5421
ROBERT G. SCHUUR, ESQ.
Reid & Priest LLP
40 West 57TH Street
New York, New York 10019
(212) 603-2114
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
<PAGE>
PROSPECTUS
THE MONTANA POWER COMPANY
Dividend Reinvestment and Stock Purchase Plan
2,311,436 Shares of Common Stock
Daniel T. Berube
Chairman of the Board
Dear Participant or Prospective Participant:
We are pleased to send you this Prospectus describing our
Dividend Reinvestment and Stock Purchase Plan, as amended (the
"Plan"). The Plan provides investors with an economical and
convenient method of acquiring shares of the Company's common
stock. Participation in the Plan is open to (1) shareholders of
record of the common and preferred stock of the Company, (2) to
the extent described below, beneficial owners of the common and
preferred stock of the Company, (3) employees of the Company and
its subsidiaries, and (4) other interested investors (including
Montana Utility customers of the Company) who are resident in the
states listed herein.
The Plan permits participants to: (a) reinvest dividends on
all or any specified number of shares of common and/or preferred
stock held through certificates registered in their own names or
through the Plan in additional shares of common stock,
(b) purchase shares of common stock with optional cash payments,
automatic monthly electronic funds transfers from their banks or,
in the case of employees, automatic payroll deductions, and
(c) deposit their certificates for shares of common stock and
preferred stock into their Plan accounts for safekeeping.
Beneficial owners whose shares are held by brokers or other
nominee shareholders of record may participate only in the
reinvestment of dividends to purchase a whole number of shares
and only through participation by their brokers or other
nominees.
Employees may join the Plan by authorizing, at the time of
enrollment, optional cash payments through automatic payroll
deductions of at least $10 per deduction.
In order to join the Plan, other interested investors
(including Montana utility customers of the Company), at the time
of enrollment, must make an initial cash payment of not less than
$100 ($50 in the case of Montana utility customers) nor more than
$60,000.
Shareholders of record, employees and other interested
investors who wish to join the Plan may enroll at any time by
completing an Authorization Form and returning it to: Plan
Administrator, Investor Services, The Montana Power Company, 40
East Broadway, Butte, Montana 59701-9394. Participants who wish
to make optional payments by means of electronic funds transfers
may do so by completing and returning an Automatic Cash Payment
Form. These forms may be obtained by writing to the Plan
Administrator, Investor Services, or by calling (800) 245-6767.
We suggest that you retain this Prospectus for future
reference.
Shareholders not participating in the Plan will continue to
receive dividends, as declared by the Board of Directors, by
electronic funds transfer or check.
Sincerely,
Daniel T. Berube
Chairman of the Board
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May 31, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C., as well as at
the following regional offices: 13th Floor, Seven World Trade
Center, New York, New York, and Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois. Copies of
such material can be obtained from the Public Reference Section
of the Commission, Washington, D.C. 20549, at prescribed rates.
The common stock is listed on the New York and Pacific Stock
Exchanges. Reports, proxy statements and other information
concerning the Company can be inspected at such Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus
the following documents heretofore filed with the Commission:
The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
The Company's Current Reports on Form 8-K, dated February 2,
February 27, March 24 and April 26, 1995.
All reports and other documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from the date of filing
of such reports and documents.
The Company hereby undertakes to provide, without charge, to
each person to whom a copy of this Prospectus shall have been
delivered, upon the written or oral request of such person, a
copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits shall
have been specifically incorporated by reference into such
documents. Requests for such copies should be directed to the
Plan Administrator, Investor Services, The Montana Power Company,
40 East Broadway, Butte, Montana 59701-9394, telephone (800) 245-
6767.
THE COMPANY
The Montana Power Company (the "Company") is the issuer of the
additional shares of common stock offered hereby. The principal
executive offices of the Company are located at 40 East Broadway,
Butte, Montana 59701-9394.
USE OF PROCEEDS
For so long as the Plan shall utilize authorized but unissued
shares of common stock purchased from the Company, the net
proceeds received by the Company from the sale of such shares
will be used for general corporate purposes. During 1994, the
Company sold 989,263 shares under the Plan for which it received
$23,642,540. The Company has no basis for estimating the number
of shares of common stock that the Company will sell through the
Plan or the prices at which such shares will be sold. Should
Plan shares be purchased by a broker in the open market or
through negotiated transactions, the Company will not receive any
of the proceeds from the sales of such shares.
THE PLAN
The Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan") is as follows:
PURPOSE
The purpose of the Plan is to provide participants in the Plan
with (a) a simple and convenient method of reinvesting all or a
portion of their cash dividends and/or investing optional cash
payments in additional shares of the Company's common stock, and
(b) a means for the safekeeping of their shares of the Company's
common and preferred stock now represented by stock certificates.
To the extent that shares are purchased from the Company, the
Company will use the proceeds for general corporate purposes.
ADVANTAGES
Upon joining the Plan, participants may (a) reinvest dividends
on all shares of common and/or preferred stock held through
certificates registered in their own names or through the Plan in
additional shares of common stock, (b) reinvest dividends on a
specified number of shares of common and/or preferred stock held
in their names or through the Plan in additional shares of common
stock and continue to receive cash dividends on the remaining
shares, and (c) invest optional cash payments of not less than
$10 per payment nor more than $60,000 per year to purchase
additional shares of common stock.
At present, there are no service charges for participating in
the Plan (see "Costs"). For so long as the Plan continues to
purchase shares from the Company, participants will not pay any
commissions on shares purchased through the Plan. However,
should the Plan purchase shares on the open market or in
negotiated transactions through one or more broker-dealers
appointed by the Company to act as independent agents of
participants for such purpose (the "Broker"), participants would
pay commissions on those shares. Because of the volume of shares
purchased through the Plan, commissions should be less than those
which participants otherwise would pay should they purchase,
individually, a like number of shares.
Full investment of funds is possible under the Plan because
fractional shares, as well as full shares, are credited to
participants' accounts. In addition, dividends on fractional
shares, as well as full shares, are credited to participants'
accounts.
Participants may make optional cash payments automatically by
authorizing their banks to make such payments monthly from their
accounts by means of electronic funds transfers. Employees may
make optional cash payments automatically by authorizing payroll
deductions.
Participants may deposit their certificates for shares of the
Company's common and preferred stock into the Plan for
safekeeping.
All shares purchased through the Plan are held by the
Custodian (see "Administration") and credited to participants'
accounts under the Plan. Statements reflecting each purchase for
a participant are furnished to that participant and provide
simplified recordkeeping. Participants are relieved of the
responsibility for the safekeeping of certificates for shares
purchased through the Plan or deposited into the Plan.
At the request of a participant, either common shares held in
his or her account will be sold and the net proceeds remitted to
that participant or certificates for common or preferred shares
held in such account registered in the participant's name will be
issued to such participant.
As described hereinafter, there are certain limitations upon
participation in the Plan by beneficial owners whose shares are
registered in the names of brokers or other nominee shareholders
of record.
DISADVANTAGES
Since shares (i) are purchased under the Plan on specified
dates or during specified periods, and (ii) are sold on dates
determined by the Broker after the Plan Administrator has
processed a request for sale, participants have no control over
the price at which shares are purchased or sold for their
accounts. Therefore, participants bear the risk of fluctuations
in the market price of the common stock (See "Purchases," "Per
Share Price" and "Sale of Shares").
Since optional cash payments must be received by the Plan
Administrator by the twenty-seventh day of any month to be
invested during the next succeeding Purchase Period (as defined
herein), participants whose optional cash payments are not
received by such date will lose the use of such funds until the
second succeeding Purchase Period. No interest will be paid on
funds held by the Plan Administrator pending investment under the
Plan (See "Purchases").
ADMINISTRATION
The Plan Administrator administers the Plan for participants,
keeps records, sends statements of account to participants,
monthly, in the case of optional cash purchases, and quarterly,
in the case of dividend reinvestment, and performs other duties
relating to the Plan. The Company is the Plan Administrator.
Should the Plan purchase shares on the open market or in
negotiated transactions, the Company will appoint the Broker
which will act as the independent agent of participants. The
Company, as Custodian of the Plan, holds shares acquired under
the Plan and shares deposited into the Plan for safekeeping. The
Company may resign as Plan Administrator or as Custodian at any
time upon the appointment of a successor. The Company believes
that its position as Plan Administrator, as compared with that of
a registered broker-dealer or Federally insured banking
institution, poses no material risk to participants.
All communications concerning the Plan should be directed by
mail or telephone to the Plan Administrator as follows:
Plan Administrator, Investor Services
The Montana Power Company
40 East Broadway
Butte, Montana 59701-9394
Telephone: (800) 245-6767
Fax: (406) 497-3018
PARTICIPATION
Shareholders of Record
All of the Company's common and/or preferred shareholders of
record may join the Plan by completing an Authorization Form and
returning it to the Plan Administrator, Investor Services. In
order to be eligible to participate in the Plan as a shareholder
of record, beneficial owners of shares of common and/or preferred
stock whose shares are registered in names other than their own
must become shareholders of record by having some or all of these
shares transferred to their names.
Beneficial Owners
Beneficial owners whose shares are held by brokers or other
nominee shareholders of record may participate in the dividend
reinvestment portion of the Plan, if their brokers or other
nominees elect to join the Plan on their behalf. Reinvestment of
dividends is limited to the purchase of whole shares. Optional
cash payments may not be made.
Brokers and other nominees may participate on behalf of
beneficial owners by completing a Broker and Nominee
Authorization Form and returning it to the Plan Administrator,
Investor Services. If the Plan Administrator receives written
instructions from a broker or nominee shareholder by the fifth
business day following each dividend record date, the Plan
Administrator reinvests that dividend in accordance with those
instructions. The reinvestment of dividends is limited with
respect to each account designated on such Form to the purchase
of the largest number of whole shares that can be purchased with
the dividends attributable to such account. Any funds remaining
after reinvestment are remitted to the broker or other nominee.
A dividend check is mailed to the broker or nominee in the usual
manner for all shares for which reinvestment instructions are not
received by the Plan Administrator. Standing instructions are
not permitted.
Since the Plan Administrator does not maintain records as to,
or hold shares for the accounts of, beneficial owner
participants, such participants must look to their brokers or
other nominees for records of their participation and with
respect to the sale of shares purchased with reinvested dividends
or the receipt of certificates therefor.
Employees
Employees of the Company or any of its subsidiaries may join
the Plan and may make regular optional cash payments through
payroll deductions by completing the Employee Authorization Form
and the Employee Payroll Deduction Form and sending them to the
Plan Administrator, Investor Services. However, if an employee
participant who has chosen Payroll deductions receives a hardship
withdrawal under the Company's Deferred Savings and Employee
Stock Ownership Plan, such deductions will be suspended for
twelve months.
Payroll deductions must be in an even dollar amount, not less
than $10 per deduction and not more than $60,000 per year.
Payroll deductions may be increased, decreased or terminated by
an employee at any time by executing a new Employee Payroll
Deduction Form and sending it to the Investor Services
Department.
Other Interested Investors, Including Montana Utility Customers
of the Company
Other interested investors (including Montana utility
customers of the Company) who are individuals domiciled, or which
are corporations or other legal entities whose principal places
of business are, in the States of California, Colorado, Georgia,
Illinois, Louisiana, Minnesota, Montana, New Mexico, New York,
Ohio, Oregon, Pennsylvania, South Dakota, Tennessee, Texas, Utah
and Wisconsin, may join the Plan by completing an Authorization
Form and returning it to the Plan Administrator, Investor
Services, accompanied with a cash payment of not less than $100
($50 in the case of Montana Utility customers of the Company) nor
more than $60,000.
Montana utility customers of the Company are individuals
domiciled in Montana and corporations and other legal entities
whose principal places of business are in Montana and for whose
account public utility services are rendered by the Company.
From time to time, the Company may qualify shares for offering
under the Plan to other interested investors located in
additional states. Other interested investors located in foreign
countries may not join the Plan until such time as they shall
have become either shareholders of record or beneficial owners.
FORMS
Authorization Forms, Broker and Nominee Authorization Forms,
Employee Authorization Forms, Employee Payroll Deduction Forms,
Cash Payment Forms, Automatic Cash Payment Forms, Safekeeping
Authorization Forms and instructions may be obtained, at any
time, from the Plan Administrator, Investor Services.
PURCHASES
Shares purchased under the Plan are authorized but unissued
shares of common stock purchased from the Company, outstanding
shares purchased by the Broker in the open market or through
negotiated transactions, or both. Periodically, the Company may
change the source of such purchases.
Purchases from the Company
Shares purchased from the Company with reinvested dividends on
the common and preferred stock are purchased and credited to
participants' accounts as of each dividend payment date.
Dividend payment dates for both the common and preferred stock
usually are the first days of February, May, August and November.
Shares purchased from the Company with optional cash payments
received by the Company by the twenty-seventh day of any month
are purchased and credited to participants' accounts as of the
first day of the following month. Optional cash payments
received by the Company subsequent to the twenty-seventh day of
any month will be used to purchase shares as of the first day of
the second following month. For example, an optional cash
payment received on or after April 28 will be used to purchase
shares on June 1. No interest is paid on optional cash payments
received and held by the Plan Administrator prior to investment.
Market Purchases
When the Plan purchases shares through the Broker, reinvested
dividends are used by the Broker to purchase shares during the
periods commencing on the fifth business day prior to the first
days of February, May, August and November and ending at the
discretion of the Broker, but no later than the fifteenth
business days of such February, May, August and November.
Optional cash payments received by the twenty-seventh day of any
month are used by the Broker to purchase shares during a period
commencing on the twenty-eighth day of such month and ending on
the earlier of the tenth business day of the following month or,
if the following month is a month in which a common stock ex-
dividend date occurs, the day preceding the ex-dividend date.
However, the Broker will not purchase any shares in the open
market on any day on which the market price of the common shares
will be the basis for determining the price of shares purchased
from the Company. The number of shares purchased with reinvested
dividends and optional cash payments on any day during each
purchase period and the prices paid for such shares are
determined by the Broker.
Each purchase date described above in "Purchases from the
Company" and each of the periods for purchasing shares described
above in "Market Purchases" is hereinafter referred to as a
"Purchase Period."
ENROLLMENT AND OPTIONAL CASH PAYMENT DEADLINES
If any Authorization Form directing reinvestment of dividends
is received by the Plan Administrator on or prior to a dividend
record date, that dividend is reinvested in accordance with the
participant's instructions in shares of common stock and such
shares are credited to the participant's account. If the
Authorization Form is received by the Plan Administrator after
such record date, that dividend is paid in cash and reinvestment
begins with the next dividend. The record dates for the payment
of dividends on common and preferred stock are customarily three
weeks prior to the dividend payment dates. Common and preferred
stock dividend payment dates usually are the first days of
February, May, August and November.
For example, in the case of a common stock dividend paid by
the Company on May 1, for which the record date was April 10, if
the Authorization Form directing reinvestment is received by the
Plan Administrator on or prior to April 10, the May 1 dividend
will be reinvested in shares of common stock which will have been
credited to the participant's account as of May 1. Optional cash
payments received as late as April 27 also will be invested in
shares of common stock which will be credited to the
participant's account as of May 1. However, if the Authorization
Form will be received by the Plan Administrator after April 10,
the May 1 dividend will be paid in cash and reinvestment will not
begin until the next dividend. Likewise, if an optional cash
payment was received by the Plan Administrator after April 27, it
will be held and invested with May optional cash payments and
credited to the participant's account as of June 1.
A participant may, without withdrawing from the Plan, have any
optional cash payment returned upon written request received by
the Plan Administrator prior to the twenty-eighth day of the
month preceding the investment of that payment.
NUMBER OF COMMON SHARES PURCHASED FOR PARTICIPANTS
The number of shares purchased for each participant during any
Purchase Period depends on (a) the amount of the participant's
dividends to be reinvested and optional cash payments to be
invested, and (b) the price of the shares of common stock
purchased, including, in the case of purchases made through the
Broker, the brokerage commissions. Each participant's account is
credited with that number of shares, including any fractional
share computed to three decimal places, equal to the total amount
of dividends reinvested or optional cash payments invested on
such participant's behalf divided by the applicable price per
share. Other than as set forth above, the Plan does not limit
the number of shares of common stock which any participant may
purchase. THE MANNER IN WHICH THE PLAN OPERATES DOES NOT PERMIT
THE PLAN ADMINISTRATOR TO HONOR A REQUEST THAT A SPECIFIC NUMBER
OF SHARES BE PURCHASED.
CASH PAYMENTS
Optional Cash Payments
A Plan participant may choose to make an optional cash
payment by enclosing a check or money order payable to The
Montana Power Company, together with a Cash Payment Form.
Payments may vary in amount, but may not be less than $10
per payment nor more than $60,000 per year. Cash Payment
Forms are a part of the Authorization Form and, in addition,
are included with each statement sent by the Plan
Administrator.
Optional cash payments received by the Company are
transmitted promptly to a segregated trust or similar bank
account. Any interest earned on the account will be used to
defray costs of administering the Plan.
Automatic Cash Payments
A participant may elect to have monthly cash payments in
a designated amount automatically charged against his or her
bank account by completing and sending to the Plan
Administrator, Investor Services, the Automatic Cash Payment
Form. The Plan Administrator will make the necessary
arrangements with the participant's bank so that, on or
about the twenty-seventh day of each month, the
participant's bank account will be charged with the
designated amount. A participant will not be required to
write any checks or mail any additional forms. A
participant may discontinue this arrangement at any time by
notifying the Plan Administrator, Investor Services in
writing by the tenth day of any month. A participant may
change the amount of the automatic cash payment by
completing a new Automatic Cash Payment Form and providing
it to the Plan Administrator, Investor Services, by the
tenth day of any month.
Employee Payroll Deduction
An employee participant may choose to have payroll
deductions in an even dollar amount, not less than $10 per
deduction, nor more than $60,000 per year. However, if an
employee participant who has chosen payroll deductions
receives a hardship withdrawal under the Company's Deferred
Savings and Employee Stock Ownership Plan, such deductions
will be suspended for twelve months. An employee
participant may initiate payroll deductions or change the
amount of the deductions at any time by executing the
Payroll Deduction Form and forwarding it to the Plan
Administrator, Investor Services.
PER SHARE PRICE
Purchases from the Company
The per share price of shares purchased from the Company
during any Purchase Period is the average of the high and
low prices of the common stock as reported on the
consolidated tape on the first day of the month (or the
dividend payment date with respect to reinvested dividends
if other than the first day of the month) with respect to
such Purchase Period or, if the common stock is not traded
on such day, on the preceding day on which it is traded.
Market Purchases
The per share price of shares purchased by the Broker
during any Purchase Period is the weighted average of the
cost of all purchases of common stock (including brokerage
commissions) during such Period. The Broker determines the
prices paid for all shares purchased. Because the Purchase
Period for shares purchased with reinvested dividends
differs from the Period for shares purchased with optional
cash payments, the per share price is calculated separately
for shares purchased with reinvested dividends and for those
purchased with optional cash payments.
COSTS
At present, there are no service charges for participating in
the Plan. All costs of administration of the Plan are paid by
the Company. However, the Company reserves the right at any time
to charge an initial setup fee and quarterly handling fees.
Should the Company determine to charge such fees, participants
will be notified ninety days prior to their effective date.
For so long as the Plan continues to purchase shares from the
Company, participants will not pay any commissions on shares
purchased through the Plan. However, should the Plan purchase
shares through the Broker, participants would pay commissions on
those shares. Because of the volume of shares purchased through
the Plan, commissions should be less than those which
participants would otherwise pay should they purchase,
individually, a like number of shares.
If a participant requests the Plan Administrator to sell his
or her shares, the participant will pay any related brokerage
commission and applicable taxes.
DIVIDENDS ON FRACTIONAL SHARES
Participants (other than beneficial owners) are credited with
dividends on fractions of shares of common stock held in their
Plan accounts.
CERTIFICATES FOR SHARES; DEPOSITS AND WITHDRAWALS
Shares of common stock purchased under the Plan by a
participant and shares of common and/or preferred stock
represented by certificates deposited by a participant for
safekeeping in the Plan will be credited to that participant's
account under the Plan.
Upon written request of a participant to the Plan
Administrator, any number of whole shares credited to that
participant's account may be withdrawn and a certificate for such
shares issued to the participant. Any remaining full shares and
fraction of a share will continue to be credited to the
participant's account. Certificates for shares issued to a
participant will be registered in the same name or names in which
that participant's account is maintained. Certificates for frac-
tions of shares are not issued under any circumstances.
Each broker and other nominee shareholder of record
participating in the Plan on behalf of a beneficial owner
receives quarterly from the Plan Administrator, along with the
statement showing transactions for each of its designated
accounts, one stock certificate registered in the name of such
nominee shareholder for the total number of shares purchased for
all such accounts and a check for the total of the uninvested
dividends for all such accounts.
Beneficial owner participants who want to obtain certificates
for shares of common stock purchased on their behalves through
the Plan must obtain them from their brokers or other nominee
shareholders of record.
SALE OF SHARES
Upon the written request of a participant to the Plan
Administrator, the Plan Administrator will instruct the Broker to
sell any number of whole shares of common stock credited to the
participant's account; provided, however, that (a) no shares of
common stock will be sold during each period beginning on the
common stock ex-dividend date and ending on the related dividend
record date; and (b) the Plan Administrator, in its discretion,
may refuse to sell shares of common stock deposited in the Plan
for safekeeping or purchased with optional cash payments which
have been in a participant's account for less than 90 days. The
participant will pay any related brokerage commissions and
applicable taxes and will be sent the proceeds of the sale less
these amounts within 30 days of receipt by the Plan Administrator
of the request for the sale. SHARES OF PREFERRED STOCK HELD IN
THE PLAN WILL NOT BE SOLD FOR PARTICIPANTS.
Beneficial owner participants who want to sell shares of
common stock purchased on their behalves through the Plan must
effect such sales through their brokers or other nominee
shareholders of record.
WITHDRAWAL FROM THE PLAN
In order to withdraw from the Plan, a participant must notify
the Plan Administrator in writing that he or she wishes to
withdraw.
Upon the withdrawal by a participant from the Plan, either (a)
certificates for whole shares of common and preferred stock held
in such participant's account will be issued and a payment will
be made for any fraction of a share of common stock, or (b) if
the participant has requested that all of the whole shares of
common stock held in such participant's account be sold, those
shares will be sold in the manner described under "Sale of
Shares," the participant will receive the net proceeds of the
sale, plus payment for any fractional share, and a certificate
for any shares of preferred stock held in such account will be
issued.
If the request to withdraw is received by the Company on or
prior to a dividend record date, that dividend and all subsequent
dividends upon shares registered in the former participant's name
will be paid by electronic funds transfer or check. If the
request to withdraw is received by the Company after a dividend
record date, that dividend will be reinvested for the
participant's account and all subsequent dividends upon shares
registered in the former participant's name will be paid by
electronic funds transfer or check.
If the request to withdraw is received by the Company prior to
the twenty-eighth day of any month, any optional cash payment
which the Company is holding will be returned. If the request is
received after the twenty-seventh day of any month, any optional
cash payment being held will be invested during the next Purchase
Period.
The sale by a participant of all shares of common and
preferred stock registered in his or her name will not affect
that participant's participation in the Plan.
Beneficial owner participants who wish to withdraw from Plan
participation must do so through their brokers or other nominee
shareholders of record.
RE-ENTRY
Generally, a former participant in the Plan may elect to again
participate at any time. However, the Plan Administrator
reserves the right to reject any such re-entry for any reason
whatsoever.
CHANGE IN MANNER OF PARTICIPATION
A participant may change the extent to which dividends are
reinvested by completing a new Authorization Form specifying the
change and sending it to the Plan Administrator, Investor
Services. Changes with respect to dividend reinvestment become
effective with respect to the next dividend payment if the
Authorization Form is received by the Plan Administrator on or
prior to the record date for that dividend. Changes with respect
to automatic cash payments may be made in the manner described
under "Cash Payments-Automatic Cash Payments."
Beneficial owner participants who wish to change the extent to
which they participate in the Plan must do so through their
broker or other nominee shareholders of record.
SAFEKEEPING
A participant may deposit certificates representing shares of
the Company's common stock and preferred stock registered in his
or her name into his or her Plan account for safekeeping.
Certificates representing shares to be deposited for
safekeeping should be sent, together with a completed Safekeeping
Authorization Form, by registered mail to the Plan Administrator,
Investor Services, The Montana Power Company, 40 East Broadway,
Butte, Montana 59701-9394. Certificates should not be endorsed. A
Safekeeping Authorization Form may be obtained at any time by
request to the Plan Administrator.
It is suggested that participants use registered mail when
sending stock certificates, declaring a value equal to 2% of the
market value of the shares on the date of mailing. This amount
would be the approximate cost of replacing the certificates
should they be lost in the mail.
It is the responsibility of the participant to retain his or
her records relative to the cost of any shares represented by
certificates deposited for safekeeping.
PARTICIPANTS' ACCOUNTS AND REPORTS
The Plan Administrator maintains an account for each parti-
cipant. All shares purchased for a participant under the Plan or
delivered by a participant for safe-keeping are credited to, and
held in, such participant's account. When certificates for
shares are issued to, or shares are sold for, a participant
pursuant to the Plan, these shares are withdrawn from such
participant's account.
In addition to a quarterly statement of his or her account,
each participant receives a statement following each purchase of
additional shares with optional cash payments, each sale of
shares and each withdrawal of certificates for shares and upon
withdrawal from the Plan. THESE STATEMENTS ARE A PARTICIPANT'S
CONTINUING RECORD OF THE COST OF SHARES PURCHASED, THEIR BASIS
FOR FEDERAL INCOME TAX PURPOSES, THE PROCEEDS OF SALES AND THE
AMOUNT OF DIVIDENDS REPORTABLE FOR FEDERAL INCOME TAX PURPOSES,
AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition,
each participant receives each revised Prospectus for the Plan
and copies of the same communications sent to all holders of
common and preferred stock, including the Company's Annual Report
and any Quarterly Reports to Shareholders, Notice of Annual
Meeting and Proxy Statement and tax information for reporting
dividends paid.
Brokers and other nominee shareholders of record participating
in the Plan receive from the Company, shortly after each dividend
payment date, a statement identifying each account designated for
reinvestment and showing for each such account the number of
shares with respect to which dividends were to be reinvested, the
total dividends paid, the number of shares purchased, the total
cost of the shares, the amount of uninvested dividends remaining,
the fair market (taxable) value of the shares and the total
dividends reportable for Federal income tax purposes. With the
statement, the broker or other nominee receives one certificate
registered in its name for the total number of shares purchased
for all of the designated accounts and a check for the total
amount of uninvested dividends.
Beneficial owner participants must look to their broker or
other nominee for accounts and records of their participation in
the Plan.
SHARES PLEDGED
Shares held in a participant's account may not be pledged.
SHAREHOLDER VOTING
Participants receive proxy cards covering total shares held,
including shares held directly and shares held under the Plan.
If a proxy card is returned properly signed and marked for
voting, the shares covered are voted as marked. If a proxy card
is returned properly signed, but without instructions as to the
manner shares are to be voted with respect to any item thereon,
the shares covered are voted in accordance with the
recommendations of the Company's Board of Directors. If the
proxy card is not returned, or if it is returned unexecuted or
improperly executed, the shares covered are not voted.
RESPONSIBILITY OF THE PLAN ADMINISTRATOR, THE CUSTODIAN AND THE
BROKER
The Broker shall not have any responsibility with respect to
this Prospectus or the administration of the Plan. The Broker,
in acting as agent for participants, the Plan Administrator, in
administering the Plan, and the Custodian, in holding shares
under the Plan, are not liable for any act done in good faith or
for any good faith omission to act, including, without
limitation, any claim of liability (a) arising out of failure to
terminate a participant's Plan participation upon such
participant's death prior to receipt of legally sufficient
instructions with respect thereto, and (b) with respect to the
prices at which shares are purchased or sold for participants'
accounts and the times at which such purchases or sales are made.
However, the foregoing in no way affects a participant's right to
bring a cause of action based on alleged violations of Federal
securities laws.
PARTICIPANTS SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE
PARTICIPANTS OF PROFITS, OR PROTECT PARTICIPANTS AGAINST LOSSES,
ON THE SHARES PURCHASED UNDER THE PLAN, OR ASSURE PARTICIPANTS OF
FUTURE DIVIDENDS.
MODIFICATION OR TERMINATION OF PLAN; TERMINATION OF PARTICIPANTS
The Company reserves the right to suspend, modify or terminate
the Plan at any time and to interpret and regulate the Plan as it
deems necessary or desirable in connection with the operation of
the Plan. The Company also reserves the right, at its
discretion, to terminate participants who no longer actively
participate in the Plan and whose Plan account contains less than
one hundred shares. All affected participants will receive
notice of any such suspension, modification or termination. In
the event of any such termination, affected participants' shares
held under the Plan will be delivered or sold in the manner
described under "Withdrawal."
PARTICIPATION BY FOREIGN AND OTHER HOLDERS SUBJECT TO WITHHOLDING
Dividends reinvested by foreign persons, such as foreign
corporations, trusts and estates and individuals who are not
citizens or residents of the United States, whose dividends are
subject to United States income tax withholding or other holders
of common stock whose dividends are subject to United States
back-up withholding, will be reinvested in an amount equal to the
dividends less the amount of tax required to be withheld.
Statements confirming purchases made for such participants will
indicate the net dividend reinvested and amount of tax withheld.
COMMUNICATIONS
All communications concerning the Plan should be directed to
the Plan Administrator as follows:
Plan Administrator, Investor Services
The Montana Power Company
40 East Broadway
Butte, Montana 59701-9394
Telephone: (800) 245-6767
Fax: (406) 497-3018
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The current Federal income tax consequences to a participant
in the Plan will be as follows:
With respect to reinvested cash dividends used to purchase
authorized but unissued shares from the Company, a participant is
treated for Federal income tax purposes as having received a
distribution in an amount equal to the fair market value on the
dividend payment date of the full number of shares and any
fractional share purchased with reinvested dividends. The fair
market value of such shares on the dividend payment date will be
treated as dividend income to the participant to the extent of
current or accumulated earnings and profits of the Company, as
determined for Federal income tax purposes. The basis of the
shares so purchased is equal to the fair market value of such
shares on the dividend payment date.
With respect to reinvested cash dividends used to purchase
shares in the open market or through negotiated transactions, a
participant is treated for Federal income tax purposes as having
received a distribution in an amount equal to the cash used to
purchase the shares and to pay the brokerage commissions to
obtain the shares. Such distribution will be treated as dividend
income to the participant to the extent of current or accumulated
earnings and profits of the Company, as determined for Federal
income tax purposes. The basis of the shares so purchased is
equal to the amount of this distribution.
A participant who purchases shares with optional cash payments
recognizes no taxable income upon such purchases. The basis of
shares purchased in this manner is the amount of the optional
cash payment.
A participant is not in receipt of taxable income upon the
distribution to such participant of certificates for shares
purchased under the Plan. Upon the subsequent sale of these
shares, or upon the sale by the Company of shares held for his or
her account, the participant recognizes capital gain or loss on
the sale measured by the difference between the amount the
participant receives and his or her tax basis for the shares
sold.
The foregoing is a general statement of Federal income tax
consequences only. Each participant should consult his or her
own tax advisor as to the specific application of the tax rules
governing the Plan as they relate to such participant. The
statements of account sent to participants should be retained for
this purpose.
DESCRIPTION OF COMMON STOCK
The following information is a summary of certain rights and
privileges of the common stock of the Company. The summary does
not purport to be complete. Reference is made to the Company's
Restated Articles of Incorporation and By-laws, which are
exhibits to the Registration Statement of which this Prospectus
constitutes a part, for complete statements. The following
statements are qualified in their entirety by such references.
Authorized and Outstanding Stock: The Company has 125,000,000
authorized shares, without par value, divided into 5,000,000
shares of preferred stock and 120,000,000 shares of common stock.
On March 15, 1995, 1,919,589 shares of the preferred stock and
53,819,717 shares of the common stock were issued and
outstanding. In addition, options to purchase 474,864 shares of
common stock under the Long-Term Incentive Plan were outstanding
on that date.
The common stock is without par value and nonassessable. It
is listed on the New York and Pacific Stock Exchanges.
Voting Rights: Each holder of the preferred and common stock of
the Company is entitled to vote cumulatively for the election of
Directors, and otherwise to one vote for each share held. The
Board of Directors has fourteen members, approximately one-third
of whom are elected at each annual meeting for a term of three
years. In general, the presence of a majority of the outstanding
shares of the preferred and common stock will constitute a quorum
at a meeting of shareholders; and the affirmative vote of the
majority of the shares present shall be the act of the
shareholders. Montana law requires (1) class voting upon such
matters as a change in the number of authorized shares or in the
relative rights and preferences of a class or series or the
creation of a new class of stock having superior rights and
preferences; and (2) the approval by two-thirds of the
outstanding shares of preferred and common stock of a merger,
consolidation or share exchange, the sale of all or substantially
all of the Company's assets, or the voluntary dissolution of the
Company. The Company's Restated Articles of Incorporation
require the affirmative vote of a majority of the outstanding
shares of the common stock (1) to redeem the preferred stock of
the $6 Series, the $4.20 Series or the $2.15 Series, which
consent has been given with respect to the $2.15 Series; and (2)
the affirmative vote of a majority of the outstanding shares of
preferred and common stock to create a new class of stock, or for
shareholder amendment of the By-laws. The Restated Articles of
Incorporation also require the affirmative vote of two-thirds of
the shares of the preferred stock voting at a meeting at which a
majority of the shares of the preferred stock shall be present to
(1) create a class of stock or to create any security convertible
into a class of stock ranking prior to the preferred stock, or
(2) to change the express terms of the preferred stock in a
manner substantially prejudicial to the holders thereof.
Dividend Rights: Each series of the preferred stock is entitled,
in preference to the common stock, to (a) cumulative dividends at
the annual rates established for that series and (b) mandatory
redemption payments if provided for that series. After full
provision for preferred stock dividends and mandatory redemption
payments, if any, the common stock is entitled to dividends
declared out of any remaining funds available therefor.
Liquidation Rights: In liquidation, the preferred stock is
entitled, in preference to the common stock, to the amount per
share fixed by the Directors in the resolutions providing for the
issue of each particular series plus accumulated unpaid
dividends. Thereafter, the common stock is entitled to all
remaining assets.
Preemptive Rights: Holders of the common stock do not have
preemptive rights.
Change of Control: The Company's Restated Articles of
Incorporation include a fair price provision that is intended to
provide protection against coercive takeover tactics deemed by
the Board of Directors not to be in the best interests of all
shareholders. It provides that in the event of certain business
combinations, including mergers, consolidations,
recapitalizations, certain sales or hypothecations of assets,
liquidations and certain issuances of securities, involving a
person or entity who is or may become the beneficial owner of 10%
or more of the outstanding shares of the capital stock of the
Company entitled to vote generally in the election of Directors
(the "Voting Shares"), the amount of cash or other consideration
to be paid to holders of the common stock must be at least equal
to the higher of the highest price paid by the 10% shareholder in
connection with the acquisition of certain of its shares of
common stock or the highest quoted price of the common stock on
certain dates related to such acquisition. Similar provisions
apply to the acquisition of the preferred stock. The fair price
provision does not apply in the event that such a business
combination shall have been approved by either two-thirds of
certain directors who are not affiliated with the 10% shareholder
(the "Continuing Directors") or the holders of 70% of the Voting
Shares. In addition, unless a proposed business combination has
been approved by two-thirds of the Continuing Directors, certain
other requirements must be met, including the requirement that a
proxy or information statement describing the proposed business
combination be mailed to shareholders at least 30 days prior to
its consummation. The fair price provisions may not be amended
or repealed except by the vote of holders of at least 70% of the
Voting Shares unless the amendment or repeal is recommended by
two-thirds of the Continuing Directors.
Preferred Share Purchase Rights: The holders of the common stock
have one preferred share purchase right (each a "Right") for each
share of common stock. Each Right, evidenced by and traded with
the shares of common stock, entitles the shareholder to purchase
one one-hundredth of a share of Participating Preferred Shares, A
Series, at an exercise price of $120.00, subject to certain
adjustments. The Rights will be exercisable only if a person or
group acquires 20% or more of the Company's Voting Shares or
announces a tender offer, the consummation of which would result
in the beneficial ownership by a person or group of 20% or more
of the Company's Voting Shares.
If any person or group acquires 20% or more of the outstanding
Voting Shares of the Company, each Right will entitle its holder
(other than such person or members of such group) to purchase a
number of shares of common stock or Participating Preferred
Shares, A Series, having a market value of twice the Right's
exercise price. If any person or group acquires between 20% and
50% of the outstanding Voting Shares of the Company, the Board of
Directors of the Company may, subject to requisite regulatory
approval, if any, require each outstanding Right to be exchanged
for one share of common stock or one one-hundredth of a
Participating Preferred Share, A Series (or assets in lieu
thereof).
In addition, after any person or group has acquired 20% or
more of the outstanding Voting Shares of the Company, the Company
may not consolidate or merge with, or sell 50% or more of its
assets or earning power to, any person or group, or engage in
certain "self-dealing" transactions with any person or group
owning 20% or more of the outstanding Voting Shares of the
Company, unless proper provision is made so that each Right would
thereafter entitle its holder to purchase a number of the
acquiring company's common shares having a market value at the
time of twice the Right's exercise price.
The Rights may be redeemed, at a redemption price of $.01 per
Right, by the Board of Directors of the Company at any time until
any person or group has acquired 20% or more of the outstanding
Voting Shares of the Company. The Rights will expire June 6,
1999.
Transfer Agents and Registrars: The Transfer Agents for the
common stock are the Company and First Chicago Trust Company of
New York. The Registrars are First Chicago Trust Company of New
York and First Bank Montana, National Association, Butte,
Montana.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The statements made as to matters of law and legal conclusions
under (i) "Business-Utility Division-Regulation and Rates",
"Business-Environment" and "Properties-Entech-Coal Properties",
in the Company's Annual Report on Form 10-K, incorporated herein
by reference, and (ii) under "Description of Common Stock" herein
have been reviewed by Michael E. Zimmerman, Esq., General Counsel
of the Company, and are set forth therein and herein upon the
authority of such Counsel, as expert. The statements made as to
matters of law and legal conclusions under "Tax Consequences of
Participation in the Plan" herein have been reviewed by Reid &
Priest LLP, tax counsel, and are set forth herein upon the
authority of such counsel, as expert. As of March 15, 1995, Mr.
Zimmerman owned approximately 2,059 shares through the Company's
Deferred Savings and Employee Stock Ownership Plan and has been
granted options to purchase 9,600 additional shares at the market
price existing on the date of such grant. Mr. Zimmerman's
shares, including the underlying shares subject to options
granted to him, had a fair market value of approximately $268,157
on that date.
<PAGE>
================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL OR SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER, UNDER ANY CIRCUMSTANCES,
SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE HEREOF
OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SINCE
ITS DATE.
____________
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 2
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Advantages . . . . . . . . . . . . . . . . . . . . . . . . 3
Disadvantages . . . . . . . . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . . . . . . . . . 4
Participation . . . . . . . . . . . . . . . . . . . . . . . 4
Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . 6
Enrollment and Optional Cash Payment Deadlines . . . . . . . 6
Number of Common Shares Purchased for Participants . . . . . 7
Cash Payments . . . . . . . . . . . . . . . . . . . . . . . . 7
Per Share Price . . . . . . . . . . . . . . . . . . . . . . . 8
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividends on Fractional Shares . . . . . . . . . . . . . . . 8
Certificates for Shares; Deposits and Withdrawals . . . . . . 9
Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . 9
Withdrawal from the Plan . . . . . . . . . . . . . . . . . . 9
Re-entry . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Change in Manner of Participation . . . . . . . . . . . . . . 10
Safekeeping . . . . . . . . . . . . . . . . . . . . . . . . . 10
Participants' Accounts and Reports . . . . . . . . . . . . . 10
Shares Pledged . . . . . . . . . . . . . . . . . . . . . . . 11
Shareholder Voting . . . . . . . . . . . . . . . . . . . . . 11
Responsibility of the Plan Administrator, the
Custodian and the Broker . . . . . . . . . . . . . . . . . 11
Modification or Termination of Plan; Termination
of Participants . . . . . . . . . . . . . . . . . . . . . . 12
Participation by Foreign and Other Holders Subject
to Withholding . . . . . . . . . . . . . . . . . . . . . . 12
Communications . . . . . . . . . . . . . . . . . . . . . . . 12
Tax Consequences of Participation in the Plan . . . . . . . . 12
Description of Common Stock . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
=================================================================
THE MONTANA POWER COMPANY
____________________
P R O S P E C T U S
____________________
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
MAY 31, 1995
=================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Municipality of Butte-Silver
Bow, and State of Montana, on the 25th day of May, 1995.
THE MONTANA POWER COMPANY
By *D. T. Berube
--------------
D.T. Berube, Chairman
of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to this registration statement has been
signed below by the following persons in the capacities and on
the date indicated.
Signature Title Date
--------- ----- ----
*D. T. Berube Chairman of May 25, 1995
---------------------- the Board, Chief
D. T. Berube Executive Officer
(Principal Executive Officer)
/s/ J. P. Pederson Vice President May 25, 1995
---------------------- and Chief Financial
J. P. Pederson Officer
(Principal Financial and
Accounting Officer)
* D. T. Berube Director May 25, 1995
----------------------
D. T. Berube
*A. F. Cain Director May 25, 1995
----------------------
A. F. Cain
*R. D. Corrette Director May 25, 1995
----------------------
R. D. Corette
*K. Foster Director May 25, 1995
----------------------
K. Foster
*R. P. Gannon Director May 25, 1995
----------------------
R. P. Gannon
*B. D. Harris Director May 25, 1995
----------------------
B. D. Harris
*C. T. Hibbard Director May 25, 1995
----------------------
C. T. Hibbard
*D. P. Lambros Director May 25, 1995
----------------------
D. P. Lambros
*C. Lehrkind, III Director May 25, 1995
----------------------
C. Lehrkind, III
*J. P. Lucas Director May 25, 1995
----------------------
J. P. Lucas
*A. K. Neill Director May 25, 1995
----------------------
A. K. Neill
*J. P. Pederson Director May 25, 1995
----------------------
J. P. Pederson
*G. H. Selover Director May 25, 1995
----------------------
G. H. Selover
*N. E. Vosburg Director May 25, 1995
----------------------
N. E. Vosburg
By /s/ J.P. Pederson
-------------------
J.P. Pederson, as
Attorney-in-fact for each
of the persons indicated by
an asterisk
