SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 46-0172280
(State of incorporation) (IRS Employer ID No.)
33 Third St. SE
P O Box 1318
Huron, South Dakota 57350-1318
(605) 352-8411
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Alan D. Dietrich
Vice President - Legal & Corporate Secretary
Northwestern Public Service Company
33 Third St. SE
P O Box 1318
Huron, South Dakota 57350-1318
(605) 352-8411
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities only in connection with dividend or interest
reinvestment plans, check the following box. [x]
Calculation of Registration Fee
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
- ------------- ------------ --------- --------- ------------
Common Stock 500,000 * * $4,644.40
(3.50 par value) shares
*In accordance with Rule 457(c), this is estimated on the basis of the
average of the high and low prices of registrant's Common Stock on the
composite tapes on May 11, 1994.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1993 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion
Dated May ___, 1994
PROSPECTUS
NORTHWESTERN PUBLIC SERVICE COMPANY
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
500,000 Shares of Common Stock ($3.50 Par value)
LEFT MARGIN TEXT:
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Northwestern Public Service Company (the "Company") provides
holders of shares of Common Stock of the Company with a convenient and
economical way of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage
commission or service charge. The Plan also enables employees of the
Company and Eligible Customers (defined below) through optional cash
payments to purchase shares of Common Stock and to have cash dividends on
shares purchased under the Plan automatically reinvested in additional
shares of Common Stock. "Eligible Customers" are those residential
customers of the Company who are receiving natural gas and/or electric
service from the Company in the States of Nebraska and South Dakota.
Participants in the Plan may:
- have cash dividends on all or part of their shares automatically
reinvested in additional shares of Common Stock
- continue to receive cash dividends on shares registered in their
names and invest by making optional cash payments from $10 up to
$2,000 per month to purchase additional shares of Common Stock
- invest both cash dividends and optional cash payments
Shareholders who do not wish to participate in the Plan will receive
dividends by check. The Plan does not change the Company's dividend policy
which will continue to depend upon future earnings, financial requirements
and other factors.
Shares purchased by Plan participants under the Plan will be either
issued and outstanding shares purchased on the open market by an
independent broker or original issue shares acquired from the Company. The
price per share of Common Stock purchased on the open market will be the
weighted average price (excluding any related brokerage fees, commissions,
or other service charges) paid for all shares acquired for the Plan during
the applicable purchase period. The price of original issue shares
acquired from the Company for the Plan with optional cash payments will be
the closing price of the Common Stock on the New York Stock Exchange on the
first day of the month following the month in which such cash payments are
received by the Company. The price of original issue shares required from
the Company for the Plan with reinvested dividends will be the closing
price of the Common Stock on the New York Stock Exchange on the dividend
payment date. No brokerage fees, commissions or other service charges will
be incurred by a participant for purchases made under the Plan. However,
such charges paid by the Company will be reported to the Internal Revenue
Service by the Company as income to the participant.
The Plan, as amended is set forth herein under the caption
"Automatic Dividend Reinvestment and Stock Purchase Plan."
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE 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 ____________________, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices
of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549; 500 West Madison Street, 14th Floor, Chicago, Illinois 60661-2511;
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Common Stock is listed on the New York Stock
Exchange. Reports and other information concerning the Company may be
inspected and copied at the office of such Exchange at 20 Broad Street, New
York, New York.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the 1934 Act are incorporated by reference in this
Prospectus:
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
The Company's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1994.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus and prior to the termination of the offering made by this
Prospectus also shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on 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. Requests for such copies should be directed to Alan D.
Dietrich, Vice President - Legal and Corporate Secretary, Northwestern
Public Service Company, 33 Third St. SE, P O Box 1318, Huron, South Dakota
57350-1318, telephone number: (605) 352-8411.
THE COMPANY
The Company is an electric and gas utility engaged in generating,
transmitting, distributing, and selling electric energy in eastern South
Dakota, where it furnishes electric service to approximately 54,000
customers in more than 100 communities and adjacent rural areas. The
Company also purchases, distributes, sells, and transports natural gas to
approximately 73,000 customers in four communities in Nebraska and 53
communities in eastern South Dakota. The Company, through its
subsidiaries, is also engaged in certain nonutility operations. The
Company was incorporated under the laws of the State of Delaware in 1923.
The Company has its principal office at 33 Third Street SE, Huron, South
Dakota 57350-1318. Its telephone number is (605) 352-8411.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
its Common Stock that ultimately will be sold pursuant to the Plan or the
prices at which such shares will be sold. Unless shares of Common Stock
are purchased directly from the Company, the Company will receive no
proceeds from the offering of Common Stock through the Plan. To the extent
shares are purchased from the Company, the net proceeds from the sale of
such shares will be added to the general funds of the Company and used for
its general corporate purposes, including payment of a portion of the cost
of the Company's continuing construction program.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The Automatic Dividend Reinvestment and Stock Purchase Plan of
Northwestern Public Service Company consists in its entirety of the
following questions and answers. The use of singular and masculine words
in the Plan is for practical purposes only and shall be deemed to include
the plural and feminine, respectively, unless the context plainly indicates
a distinction.
INTRODUCTION
1. What does the Plan provide?
The Plan provides that holders of the Company's Common Stock may
voluntarily elect to have all or part of their cash dividends and optional
cash payments reinvested in additional shares of the Company's Common
Stock. In addition, the Company's employees and Eligible Customers
(defined in the answer to Question 4 below) may make an initial investment
in the Company's Common Stock through the Plan.
PURPOSE AND ADVANTAGES
2. What are the purpose and advantages of the Plan?
The purpose of the Plan is to provide holders of the Company's Common
Stock, as well as Company employees and Eligible Customers, with a simple
and convenient method of investing in the Company's Common Stock. Once
enrolled in the Plan, a participant's cash dividends and any optional cash
payments will be applied to the purchase of additional shares of the
Company's Common Stock. The Company will pay any and all expenses incurred
in such purchases.
ADMINISTRATION
3. Who administers the Plan?
The Company will administer the Plan, and will act as Agent for
participants, keep a continuing record of their accounts, send regular
statements of account to participants, and perform other duties relating to
the administration of the Plan. The shares of the Company's Common Stock
purchased under the Plan will be registered in the name of the Company (or
its nominee) as Agent and custodian for participants in the Plan. All
communications regarding the Plan should be sent to the Company addressed
as follows:
NORTHWESTERN PUBLIC SERVICE COMPANY
STOCKHOLDER SERVICES DEPARTMENT
33 THIRD ST SE
P O BOX 1318
HURON SD 57350-1318
Phone 605-352-8411
Toll Free 1-800-245-6977
PARTICIPATION AND ENROLLMENT
4. Who is eligible to participate in the Plan?
Any holder of record of the Company's Common Stock, Company employee,
or residential utility customer of Company is eligible to participate in
the Plan. In order for any beneficial owner of the Company's Common Stock
to be eligible to participate in the Plan, he or she must initially become
the holder of record of such stock by having such stock transferred into
his or her own name.
5. How does an eligible person become a participant in the Plan?
An Authorization Form for enrollment may be obtained at any time by
request to the Stockholder Services Department of the Company. Registered
holders of shares of Common Stock may join the Plan by completing, signing,
and returning the Authorization Form. If the Authorization Form is
received before or on the record date for a dividend payment, reinvestment
of dividends will commence with that dividend payment. If the
Authorization Form is received after a dividend record date, the
reinvestment of dividends through the Plan will begin with the dividend
payment following the next record date. Record dates for dividend payments
are usually on or around February 15, May 15, August 15, and November 15
each year. An optional cash payment may be made by a holder of record of
Company's Common Stock when joining the Plan by enclosing a check or money
order (payable to the Company in U. S. dollars) with the Authorization
Form.
An employee of Company or an Eligible Customer of the Company may join
the Plan by completing, signing, and returning the Authorization Form along
with an initial cash investment of at least $10 and up to a maximum of
$2,000 (payable to the Company in U. S. dollars).
6. What does the Authorization Form provide?
The Authorization Form allows a participant to indicate the extent to
which he or she wishes to participate in the Plan. By checking the
appropriate box on the Authorization Form, he or she may choose (1) to
reinvest dividends paid on all or a specified number of shares of Common
Stock registered in the person's name, together with optional cash
payments, in shares of the Company's Common Stock or (2) to invest optional
cash payments only while continuing to receive all dividends in cash.
If a participant elects to reinvest dividends on only part of his or
her record shares, he or she should indicate the number of shares to be
included in the Plan in the blank on the Authorization Form. Unless
otherwise indicated on the Authorization Form, dividends on all shares of
Common Stock registered in the participant's name will be reinvested.
Dividends on all shares purchased for a participant's account under the
Plan and held by the Company as Agent will be automatically reinvested in
additional shares of Common Stock.
7. Is partial participation possible under the Plan?
Yes, a participant of record who desires that dividends on only a
portion of his or her record shares be reinvested under the Plan may
indicate on the Authorization Form that dividends on a specified number of
the shares registered in his or her name shall be so reinvested. In such a
case, the participant will receive dividends by check as usual on the
remaining shares registered in the stockholder's name.
8. May a participant change the extent of participation in the Plan after
enrollment?
Yes, a participant may change the extent of participation in the Plan
at any time after enrollment by submitting a new Authorization Form, or the
form included as a part of a Plan statement, to the Company. For dividend
reinvestment, if the new form is received before or on the record date for
a dividend payment, the change in extent of participation will be effected
with that dividend payment. If the new form is received after a dividend
record date, the change in extent of participation will be effected with
the dividend payment following the next record date.
9. In whose names will accounts be established under the Plan?
Accounts for participants will be maintained by the Company in the
participants' names as shown on the Company's stockholder records at the
time the participants enter the Plan. A participant who wishes to change
the name or names in which his or her account is maintained should notify
the Company's Stockholder Services Department by using the form provided as
a part of the account statement and the appropriate form for change of
account registration will be provided.
EXPENSES RELATED TO PURCHASES
10. Are there any expenses to participants in connection with the purchase
of shares under the Plan?
No, participants in the Plan do not incur any expenses in connection
with purchases of shares under the Plan. The Company will pay any and all
expenses incurred in such purchases, including brokerage commissions and
fees. Additionally, the Company will pay any and all costs of establishing
and administering the Plan.
PURCHASES AND PURCHASE PRICE
11. How are shares purchased under the Plan?
Under the Plan the Company has sole discretion as to whether Common
Stock purchased for participants' accounts is purchased on the open market
or directly from the Company.
Shares of Common Stock purchased on the open market with optional cash
payments and with reinvested dividends will be acquired for the Plan by an
independent broker ("Broker") who will purchase shares on the New York
Stock Exchange or in negotiated transactions on such terms as the Company
may determine appropriate. The price of such shares purchased on the New
York Stock Exchange will be the weighted average price paid for all shares
acquired by the Broker during the period in which the open market purchases
are made.
The Company or the Broker will make the purchases of Common Stock in
accordance with applicable requirements of law affecting the timing or
manner of such transactions. Such requirements may dictate that
transactions be spread over several days, at least, in order to invest all
funds received with respect to a particular dividend payment date. No
interest will be paid on optional cash payments or dividends held by the
Company or the Broker pending investment.
The price of new issue shares of Common Stock purchased from the
Company with optional cash payments will be the closing price of the Common
Stock on the New York Stock Exchange on the first day of the month
following the month in which such cash payments are received by the
Company. The price of shares of Common Stock purchased from the Company
with reinvested dividends will be the closing price of the Common Stock on
the New York Stock Exchange on the dividend payment date. No interest will
be paid on optional cash payments or dividends held by the Company pending
investments.
12. How many shares will be purchased for the participant?
The number of shares of the Company's Common Stock to be purchased for
a participant depends upon the total amount of the participant's cash
dividends being reinvested, his or her optional cash payments, if any, and
the purchase price of such stock. Each participant's account will be
credited with that number of whole shares and fractional interests
(computed to the third decimal place) equal to the total amount to be
invested divided by the purchase price, as determined in the manner set
forth above.
OPTIONAL CASH PAYMENTS
13. How are optional cash payments made under the Plan?
The option to make cash payments under the Plan is available to
participants at any time by filing an executed Authorization Form with the
Company. There is no obligation to make an optional cash payment each
month. Optional cash payments should be submitted to the Company.
An executed Authorization Form should accompany a participant's first
optional cash payment. Thereafter, each cash payment should be accompanied
by the cash payment form which is provided to each participant as a part of
the account statements from the Company reporting the investment of
dividends or optional cash payments.
Optional cash payments by a participant must be made by check or money
order payable to the Company and cannot be less than ten dollars ($10) per
payment. The Company reserves the right to refuse any optional cash
payments from any participant aggregating in excess of two thousand dollars
($2,000) for any month. For the purpose of optional cash payments, joint
tenants are considered as a single participant.
No interest will be paid on optional cash investments prior to
investment by the Company. Therefore, participants should transmit
optional cash payments in such a manner that they may be received by the
Company approximately five days before the first day of a calendar month.
A request to return any cash payment will be honored if the request is
received by the Company at least forty-eight hours prior to investment.
CUSTOMER PURCHASES
14. How do employees and Eligible Customers participate?
Company employees and Eligible Customers who are not registered holders
of Common Stock may join the Plan by completing an Authorization Form
provided by the Company and returning it to the Stockholder Services
Department along with an initial cash payment of at least $10, and up to a
maximum of $2,000, by check made payable to the Company. Customers
enrolled in the Plan may make additional purchases of Common Stock through
optional cash payments by sending a check payable to the Company with a
cash payment form or by including such payment along with their utility
bill payment. If the payment is made with the utility bill, the amount
enclosed as a cash payment should be indicated on the portion of the bill
returned to the Company with the payment. In either case, the Company will
treat the cash payment as other optional cash payments under the Plan.
STATEMENTS TO PARTICIPANTS
15. What kind of statements will be sent to participants in the Plan?
As soon as practicable after each dividend payment date, and monthly
investment date for participants making optional cash payments, a
participant will receive a statement indicating the current share balance
and all year-to-date transactions in his or her account. These statements
are a participant's continuing record of the cost of his or her purchases
and sales, and the statements should be retained for tax purposes.
Included as a part of the statement is a form for making optional cash
payments, selling shares, changing participation, requesting certificates,
depositing certificates, or withdrawing from the Plan.
In addition to the account statements, each participant will receive
copies of the same communications sent to every other stockholder,
including the Company's quarterly reports, annual reports, notices of
annual meeting and proxy statements, and income tax information for
reporting dividends paid.
DIVIDENDS PAID ON SHARES HELD IN THE PLAN
16. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. The Company pays dividends, as declared, to the record holders of
all its shares of Common Stock. As the record holder for participants, the
Company (or its nominee), as Agent, will receive dividends for all shares
held under the Plan on the record date. The Company will credit such
dividends to participants on the basis of full and fractional shares held
in their accounts and will reinvest such dividends in additional shares.
CERTIFICATES FOR SHARES
17. Will certificates automatically be issued to participants for shares of
Common Stock purchased under the Plan?
No, certificates for shares of the Company's Common Stock purchased
under the Plan will be issued to participants only upon written request
signed by all participants whose names appear on the account registration.
This convenience protects against loss, theft or destruction of stock
certificates.
As soon as practicable after receipt of the participant's written
request, certificates for any number of whole shares of the Company's
Common Stock, up to the total number of whole shares then credited to the
participant's account under the Plan, will be issued to the participant
without charge. The form for requesting a certificate is included as a
part of each participant's account statement. Any remaining whole shares
and fractional interests in shares will continue to be credited to the
participant's account and dividends relating to those Plan shares will
continue to be reinvested for the participant. Because certificates for
fractional interests in shares of the Company's Common Stock cannot be
issued, a check will be issued to the participant for the value of any
fractional share.
18. In whose name will certificates for shares be registered when
issued?
A certificate for shares, when delivered to a participant, will be
registered in the name or names in which the account is maintained. Upon
written request, certificates will be registered and issued in names other
than the account name, subject to compliance with any applicable laws and
the payment by the participant of any applicable taxes, provided that the
request bears the signature of the participant or participants and the
signature or signatures are guaranteed by a financial institution or member
of the New York Stock Exchange who is a member of the Stock Transfer Agent
Medallion Program (STAMP). The appropriate form for requesting issuance of
a certificate in names other than the account names will be provided upon
request to the Stockholder Services Department.
19. May a participant deposit certificated shares in his or her Plan
account?
Yes, a participant may add certificated shares to his or her Plan
account by sending the unsigned certificate(s) to the Company, together
with the signed form provided as a part of the account statement. All
persons whose names appear on the account registration must sign the
request. The share balance in the participant's Plan account will be
increased by the number of shares represented by the certificates to be
deposited, and the certificates will then be canceled. Dividends are
reinvested on all shares held in the Plan.
WITHDRAWAL FROM THE PLAN
20. When may a participant withdraw from the Plan?
Participation in the Plan is entirely voluntary, and a participant may
withdraw from the Plan at any time.
21. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must submit to the
Company a signed request for withdrawal. The form included with the
participant's account statement from the Company may be used to request
withdrawal from the Plan. All persons whose names appear on the account
registration must sign the withdrawal request.
22.What happens to the shares of the Company's Common Stock credited to a
participant's account when the participant requests to withdraw from
the Plan?
Upon receipt by the Company of a signed written request by a
participant for withdrawal of shares from the Plan, a certificate for the
number of shares requested will be distributed to the participant. All
persons whose names appear on the account registration must sign the
withdrawal request.
If the participant requests to withdraw all shares in his or her
account and to terminate further participation in the Plan, a certificate
will be issued for all whole shares and a cash payment will be made for any
fractional share in the participant's account. The cash payment will be
the average price paid on the open market for all shares of the Company's
Common Stock sold on that sale date by the Broker, less any related
brokerage commissions, fees, and transfer taxes.
If a participant so requests, the Company will sell all or some of a
participant's shares on the open market and deliver the proceeds to the
participant, less any brokerage commissions, fees, and transfer taxes. The
procedure for requesting the Company to sell shares is explained in
Questions 25 and 26 below.
23.May a participant discontinue dividend reinvestment on shares
registered in his or her name without withdrawing from the Plan?
Yes, a participant who wishes to discontinue the reinvestment of his or
her cash dividends on the shares of the Company's Common Stock registered
in his or her own name may discontinue such reinvestment without
withdrawing from the Plan. The participant may use the form provided as a
part of the account statement to discontinue reinvestment of dividends on
all or part of the participant's certificated shares. A participant may
leave in the Plan the shares of Common Stock previously purchased for his
or her account under the Plan. Dividends paid on shares left in the Plan
will continue to be automatically reinvested for his or her account. The
participant may also continue to make optional cash payments.
24. What happens when a stockholder sells or transfers all of the shares
of the Company's Common Stock registered in his or her own name?
If a participant disposes of all shares of stock registered in his or
her name, the Company will, unless otherwise instructed by the participant,
continue to reinvest the dividends on the shares credited to his or her
account under the Plan as long as there is at least one full share in his
or her Plan account. Otherwise, a check will be sent to the participant
for the fractional share and the account will be closed. Payment for the
fractional share will be the average price paid on the open market for all
shares of the Company's Common Stock on the sale date, less any related
brokerage commissions, fees, and transfer taxes.
SALES AND SALES PRICE
25. May a participant sell shares held in his or her account in the
Plan?
Yes, a participant may request that the Company sell all or a specified
number of the shares held in the participant's account. The form included
as a part of the participant's account statement may be used to request the
sale of shares in a participant's account. The shares will be sold by the
Company as Agent for the participant as soon as practicable following the
Company's receipt of the signed request by the participant. All persons
whose names appear on the account registration must sign the request.
Because the Company offers to assist participants in selling shares
held in the Plan primarily for the convenience of participants who hold
less than 100 shares in the Plan and who would find it inconvenient to sell
their shares through a broker, the Company reserves the right to refuse a
participant's request to sell more than 99 shares through the Plan.
26. How and at what price will the shares be sold?
Shares sold by the Company upon request by a participant will normally
be sold on the New York Stock Exchange at the price prevailing in the
market at the time of sale. In the event that the Company elects to
purchase such shares as Agent for the Plan, the price for the shares will
be the closing price on the New York Stock Exchange on the sale date.
Proceeds from the sale of the shares, less any related brokerage
commissions, fees, and transfer taxes, will be mailed to the participant as
soon as practicable following the sale. Payment will be made by check
payable in the account name of the participant.
27. Are there any expenses to participants in connection with the sale of
shares through the Plan?
Yes, participants will be expected to pay any expenses relating to the
sale of shares from their accounts in the Plan, including brokerage
commissions, fees, and transfer taxes. Estimates of such brokerage
commissions, fees, and transfer taxes may be obtained by contacting the
Company's Stockholder Services Department.
The sale of shares through the Plan is intended by the Company to be a
convenience to Plan participants. If participants find it more convenient
or economical to sell shares through a broker of their choice, they are
encouraged to request a certificate for Plan shares which they wish to sell
and to proceed to sell the certificated shares with the assistance of their
broker.
FEDERAL INCOME TAX INFORMATION
28. What are the Federal income tax consequences of participating in the
Plan?
Generally, any cash dividend reinvested under the Plan will be taxable
as ordinary income as though the dividend had been received in cash. In
this respect, participants in the Plan are treated the same as stockholders
who do not participate.
Brokerage commissions and fees, if any, paid by the Company in making
open market purchases for a participant must be reported by the Company as
imputed taxable income for such participant. Such commissions and fees
will become a part of the cost of the shares purchased.
A participant will not realize any taxable income whenever certificates
for whole shares credited to the participant's account under the Plan are
issued to the participant. However, a taxable gain or loss will generally
be realized by a participant when whole shares (whether purchased with
reinvested dividends or with optional cash payments) are sold by the
participant. A participant who receives a cash adjustment for a fractional
share credited to his or her account upon withdrawal from or termination of
the Plan will also generally realize a taxable gain or loss. The amount of
such gain or loss will be the difference between the amount that the
participant receives for his or her whole shares and fractional share and
his or her tax basis for those shares.
29. How are income tax withholding provisions applied to foreign
stockholders or other shareholders who are subject to backup
withholding?
In the case of those foreign stockholders who elect to have their
dividends reinvested pursuant to the Plan and whose dividends are subject
to United States income tax withholding or a stockholder subject to backup
withholding, the amount of the tax to be withheld will be deducted from the
amount of dividends to determine the amount of dividends to be reinvested,
and the amount of tax so withheld will be included in the dividend income
of the foreign participant or participant subject to backup withholding.
30. Will participants in the Plan be provided information needed for
income tax purposes?
As previously indicated, each participant in the Plan will receive
statements on a regular basis advising him or her of purchases and sales of
shares of Common Stock. The statement received at year end will indicate
the purchase price of any shares purchased during the year with reinvested
dividends and any optional cash payments and the sale price of any shares
sold during the year. In addition, imputed income resulting from brokerage
commissions and fees paid by the Company for share purchases will also be
shown on the year-end statement. Consequently, the year-end statements
should be retained for income tax purposes.
31. Should participants obtain advice as to the income tax consequences of
participation in the Plan?
Yes, the above tax information is provided only as a guide to the
participant. Each participant is advised to consult his or her own tax
advisor as to the income tax effect of participation in the Plan.
OTHER INFORMATION
32. What happens if the Company issues a stock dividend or declares a
stock split?
Any shares of Common Stock distributable by the Company as a stock
dividend or a stock split on shares of the Common Stock credited to a
participant's account under the Plan as of the record date for such stock
dividend or stock split will be credited to his or her account under the
Plan. Stock dividends or split shares distributed on certificated shares
held by participants will be mailed directly to them.
33. How will the voting rights of Common Stock purchased and held under
the Plan be exercised?
The shares held by a stockholder as a participant in the Plan will be
added to those shares, if any, which are held of record by the stockholder
so that all shares can be voted by the stockholder. Each participant will
be furnished with appropriate forms and customary stockholder information
(including proxy solicitation materials) for use in voting shares held
under the Plan.
34. What is the responsibility of the Company and the Broker under the
Plan?
In administering the Plan, the Company and the Broker have the
responsibility to exercise ordinary care in any action taken or omitted
pursuant to the Plan, and they shall have only the duties, responsibilities
or liabilities expressly set forth in the Plan.
Neither the Company nor the Broker will be liable for any act done in
good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of
notice in writing of such death, or arising out of the prices at which
shares are purchased or sold for a participant's account in the Plan, the
times when such purchases or sales are made, or any change in the market
value before or after purchases or sales of shares through the Plan.
Participants should recognize that neither the Company nor the Broker
can assure them of a profit or protect them against a loss on the shares
purchased or sold by them through the Plan.
35. Can a participant pledge shares credited to his or her account?
No. Shares in a participant's account may not be pledged or otherwise
encumbered unless withdrawn from the account.
36. What information must each participant furnish?
Each participant must file with the Company, in writing, his or her
post office address, Social Security number and such documents, evidence or
other information as the Company considers necessary or desirable for the
purpose of administering the Plan. Participants should file address
changes promptly to insure timely receipt of account statements.
37. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend, terminate, or modify the Plan at any time.
Any such action will be announced to both participating and
nonparticipating stockholders.
38. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as
may be necessary or desirable in connection with the operation of the Plan.
The terms and conditions of the Plan and Authorization Form, and the
operation of the Plan, shall be governed by South Dakota law.
39. Who can stockholders and participants contact for information
regarding the Plan?
For information regarding the Plan or their accounts in the Plan,
stockholders may contact the Company as follows:
NORTHWESTERN PUBLIC SERVICE COMPANY
STOCKHOLDER SERVICES DEPARTMENT
33 THIRD ST SE
P O BOX 1318
HURON SD 57350-1318
Phone 605-352-8411
Toll Free 1-800-245-6977
DESCRIPTION OF COMMON STOCK
General
The Company's Restated Certificate of Incorporation, as amended (the
"Charter"), authorizes three classes of capital stock: Cumulative
Preferred Stock, par value $100 per share; Preference Stock, par value $50
per share; and Common Stock, par value $3.50 per share. The following
statements are summaries of certain provisions relating to the Common Stock
contained in the Charter, the Company's First Mortgage Bond Indenture, as
supplemented to date (the "1940 Indenture"), and the Company's General
Mortgage Indenture and Deed of Trust, as supplemented to date (the "General
Indenture"; the 1940 Indenture and the General Indenture are referred to
together as "Indentures"). Such summaries are not complete descriptions of
the provisions of the Charter and the Indentures and are qualified in their
entirety by reference thereto. The Charter and the Indentures are
contained in exhibits to reports and registration statements which have
been filed with the Commission (see "Available Information").
Dividend Rights
Subject to the limitations mentioned in the following three paragraphs,
dividends may be paid on the Common Stock out of funds legally available
for that purpose, when and as declared by the Company's Board of Directors.
The Company may not declare or pay cash dividends on the Common Stock
unless full dividends on all Cumulative Preferred Stock and on any
Preference Stock then outstanding for the current and all past quarterly
dividend periods have been paid or provided for. Also, dividends on the
Common Stock may not be paid unless the Company has complied with all
sinking fund requirements for those series of the Cumulative Preferred
Stock and any Preference Stock which have such requirements.
Under the terms of the Charter, for so long as shares of Cumulative
Preferred Stock are outstanding, the following dividend limitations may not
be exceeded unless authorized by the holders of two-thirds of the
outstanding shares of such stock: dividends (other than dividends payable
in Common Stock) and other distributions on, or acquisitions by the Company
for value of, Common Stock (i) may not exceed 50% of the Company's Net
Income Available for Common Stock for the preceding 12 months' period if
the "common stock equity" of the Company is less than 20% of "total
capitalization" (each calculated as required by the Charter) and (ii) may
not exceed 75% of such Net Income if such capitalization ratio is 20% or
more but less than 25%. If such capitalization ratio is 25% or more, no
such dividend, distribution or acquisition shall be declared, paid or
effected which would reduce such ratio to less than 25%, except to the
extent permitted by clauses (i) and (ii). Pursuant to these provisions, at
December 31, 1993, retained earnings were not restricted as to availability
for cash dividends on the Common Stock. At December 31, 1993, the
Company's "common stock equity" was 45% of its "total capitalization", each
calculated as required by the Charter, and such a calculation as of each
year end is regularly reported in a footnote to the financial statements of
the Company included in its annual report to stockholders.
The Indentures and certain purchase agreements under which presently
outstanding Cumulative Preferred Stock was sold contain covenants limiting
the funds available for payment of cash dividends and other distributions
on the Common Stock (for payment as well as purchases of Common Stock by
the Company). Under the most restrictive of existing covenants in the
Indenture or in such purchase agreements, at December 31, 1993, a total of
$39,962,000 was available for cash dividends on the Common Stock. (The
calculation of such amount as of each year end is regularly reported in a
footnote to the financial statements of the Company included in its annual
report to stockholders of the Company.) In addition, under the 1940
Indenture cash dividends on the Common Stock and purchases of Common Stock
may be made only if the aggregate amount expended for maintenance and
provided for depreciation by the Company subsequent to January 1, 1946,
plus Net Income Available for Common Stock earned after December 31, 1945,
which remains after such dividend (or purchase) is equal to not less than
the total of 3-1/2% of the fixed tangible property, plant and equipment of
the Company for each full year, and a proportionate percentage for any
fractional year, which shall have elapsed between January 1, 1946, and the
date of such proposed action.
Voting Rights
Of the three classes of the Company's authorized capital stock, the
Common Stock is the general voting stock. Holders of Common Stock are
entitled to one vote for each share held. Except in the case of certain
dividend arrearages on the Cumulative Preferred Stock or Preference Stock,
as hereinafter mentioned, the Common Stock is the only class of stock
entitled to be voted for the election of directors.
Holders of the Cumulative Preferred Stock have no right to vote for the
election of directors or for other purposes except as otherwise provided by
statute of the State of Delaware or the Charter. The Charter provisions
for the Cumulative Preferred Stock are to the effect that if dividends on
such stock become in arrears for four full quarterly dividend periods,
then, until all dividends on such stock have been paid in full, holders of
Cumulative Preferred Stock, voting separately as a class, are entitled to
elect a majority of the Board of Directors and holders of the Common Stock,
voting separately as a class, are entitled to elect the remaining
directors.
Holders of the Cumulative Preferred Stock (or particular series
thereof) have special voting rights, as a separate class, on certain
matters specified in the Charter or the statutory law of the State of
Delaware. These matters generally relate to increasing or decreasing the
par value or aggregate amount of authorized Cumulative Preferred Stock;
changing the terms of the Cumulative Preferred Stock to affect adversely
the holders thereof; authorizing or issuing any prior ranking stock or
stock convertible into such stock; issuing Cumulative Preferred Stock,
stock on a parity therewith or stock convertible either into Cumulative
Preferred Stock or such parity stock unless specified earnings and
capitalization tests are met; issuing or assuming unsecured indebtedness in
excess of specified amounts except to retire either existing indebtedness
or Cumulative Preferred Stock or stock ranking prior thereto or on a parity
therewith; merging or consolidating the Company with or into any other
corporation; and selling, leasing, or exchanging substantially all of the
Company's assets.
In 1975, the stockholders of the Company authorized 200,000 shares of
Preference Stock as a third class of capital stock. No shares of such
Preference Stock have been issued. The Preference Stock, which is issuable
in series, is junior to the Cumulative Preferred Stock but senior to the
Common Stock. In the event of issue, holders of Preference Stock have no
right to vote for the election of directors or for other purposes except as
otherwise provided by statute of the State of Delaware or the Charter. The
Charter provisions for the Preference Stock are to the effect that if
dividends on such stock become in arrears for four full quarterly dividend
periods, then, until all dividends on such stock have been paid in full,
holders of Preference Stock, voting separately as a class, are entitled to
elect two members of the Board of Directors.
Holders of the Preference Stock have special voting rights, as a
separate class, on certain matters specified in the Charter or the
statutory law of the State of Delaware. These matters generally relate to
increasing or decreasing the par value or aggregate amount of authorized
Preference Stock; changing the terms of the Preference Stock to affect
adversely the holders thereof; authorizing or issuing any prior ranking
stock or stock convertible into such stock (other than authorization or
issuance of Cumulative Preferred Stock); merging or consolidating the
Company with or into any other corporation; and selling, leasing, or
exchanging substantially all of the Company's assets.
Liquidation Rights
The holders of the outstanding Cumulative Preferred Stock are entitled
to receive, in the event of involuntary liquidation of the Company, the
$100 par value of each share, or, in the event of voluntary liquidation or
any reduction in the Company's capital resulting in any distribution of
assets, the current redemption price for such shares (which varies
according to the particular series). After satisfaction of the rights of
the holders of the Cumulative Preferred Stock in the event of liquidation
of the Company (whether voluntary or involuntary), or any reduction in the
Company's capital resulting in any distribution of assets, the holders of
the Preference Stock, if any, are entitled to receive such payment per
share in preference to the rights of the holders of the Common Stock as
shall have been fixed by the Board of Directors of the Company at the time
the issuance of the Preference Stock is authorized. In the event of any
such liquidation (whether voluntary or involuntary) or reduction in the
Company's capital resulting in any distribution of assets to its
stockholders, the holders of the Common Stock are entitled to receive, pro
rata according to the number of shares held by each, all of the assets of
the Company remaining for distribution after payment to the holders of the
Cumulative Preferred Stock and Preference Stock of the full preferential
amounts to which they are entitled as aforesaid.
Certain Other Features
Holders of Common Stock do not have any preemptive right to subscribe
to or acquire any additional stock or other securities issued by the
Company. The outstanding Common Stock is and the additional shares of
Common Stock offered hereby, when issued, will be fully paid and non-
assessable.
Restrictions or Change of Control
The Company's Charter contains certain provisions which will make it
difficult for any party to obtain control of the Company through
transactions not approved by the Board of Directors of the Company,
including the following:
(i) The Board of Directors is divided into three classes, only one of
which stands for election each year for a three year term of office,
thereby requiring two successive annual elections for a party or group
acquiring control to replace a majority of the incumbent directors.
(ii) Directors may be removed from office before their terms expire
only for cause.
(iii) To authorize certain "business Combination" between the Company
and any person or entity which owns 10% or more of the outstanding Common
Stock of the Company, or an affiliate of such a person or entity, the
approving vote of the holders of at least 75% of the outstanding Common
Stock of the Company must be obtained, unless certain "fair price" and
other financial and procedural conditions are satisfied, coupled with
approval of the transaction by a majority of so-called "Continuing
Directors."
(iv) Amendment of the foregoing charter provisions must be approved by
the holders of at least 75% of the outstanding shares of the Company's
Common Stock.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Common Stock are Norwest Bank,
Minnesota and the Company.
EXPERTS AND LEGAL OPINIONS
The financial statements and schedules incorporated by reference in
this Registration Statement have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
The legality of the Common Stock of the Company offered hereby will be
passed upon for the Company by Schiff Hardin & Waite, 7200 Sears Tower,
Chicago Illinois 60606. The statements under the caption "Description of
Common Stock" herein, insofar as the same involve statements of law and
legal conclusions, have been reviewed by Schiff Hardin & Waite and are
included herein on the authority of that firm.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the
offer made by this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This Prospectus is not an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date hereof.
CONTENTS
Page
Available Information ........ 3
Documents Incorporated
By Reference .............. 3
The Company .................. 4
Use Of Proceeds .............. 4
Automatic Dividend
Reinvestment And Stock
Purchase Plan .............. 5
Description of Common Stock .. 17
Experts and Legal
Opinions .................. 20
NORTHWESTERN PUBLIC
SERVICE COMPANY
AUTOMATIC DIVIDEND
REINVESTMENT AND
STOCK PURCHASE PLAN
COMMON STOCK
($3.50 Par Value)
STOCK SYMBOL NPS
PROSPECTUS
_______________, 1994
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities covered hereby are estimated to be as follows:
Filing fee - Securities and Exchange
Commission .................... $ 4,644.40
Printing and engraving ........................ $ 3,500.00
Transfer Agent and Registrar fees ............. $ -
Legal fees and expenses ....................... $25,000.00
Accounting fees ............................... $15,000.00
Application fee for listing stock on
New York Stock Exchange ..................... $ 1,500.00
Miscellaneous ................................. $ 5,000.00
----------
Total $54,644.40
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, being incorporated under the Delaware General Corporation
Law, is empowered by Section 145 of such Law, subject to the procedures and
limitations stated therein, to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in the defense of any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director or
officer of the Company. The statute provides that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to
which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
Article V of the Company's By-Laws provides that in addition to all
other compensation which they may, respectively, receive from the Company,
the Company will indemnify and save harmless each director and officer of
the Company against all costs and expenses reasonably incurred by him as
the result of the assertion or institution against him at any time of any
claim, suit or proceeding by reason of his being or having been a director
or officer of the Company or by reason of his acts or omissions as such
director or officer of the Company, except in cases where such director or
officer shall be adjudged in any such suit or proceeding to be liable
because of dereliction in the performance of his duty as such officer or
director; such indemnification to be without prejudice to any and all legal
rights of such director or officer.
The Company maintains policies under which its officers and directors
are insured, within the limits and subject to the limitations of the
policies, against claims arising solely by reason of their being officers
or directors of the Company for actual or alleged errors, misstatements,
misleading statements, acts, omissions, neglects or breaches of duty and
certain expenses resulting therefrom, including costs of investigation and
defense of legal actions, claims or proceedings, and appeals therefrom.
ITEM 16. EXHIBITS.
Reference is made to information contained in the Exhibit Index filed
as a part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the statutory or By-Law
provisions referred to under Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, subject to a court of appropriate
jurisdiction on the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
Each director and officer of the Company whose signature appears below
hereby authorizes the agent for service named in the registration statement
to execute in the name of such person, and to file, any amendment to the
registration statement unnecessary or advisable to enable the registrant to
comply with the Securities Act of 1933, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof,
which amendment may make such other changes in the registration statement
as the agent for service deems appropriate.
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 registration statement to be signed on its behalf of the undersigned,
thereunto duly authorized, in the City of Huron, and State of South Dakota,
on the 4th day of May, 1994.
NORTHWESTERN PUBLIC SERVICE COMPANY
By /s/ M. D. Lewis
M. D. Lewis, President & CEO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date Signature and Title
May 4, 1994 By /s/ R. A. Wilkens
----------------------------------------
R. A. Wilkens
Chairman of the Board of Directors
May 4, 1994 By /s/ M. D. Lewis
----------------------------------------
M. D. Lewis, Director and President
and Chief Executive Officer
May 4, 1994 By /s/ R. R. Hylland
----------------------------------------
R. R. Hylland, Vice President-Finance
& Corporate Development & Treasurer
(Principal Financial and Accounting
Officer
May 4, 1994 By /s/ Aelred J. Kurtenbach
----------------------------------------
Aelred J. Kurtenbach, Director
May 4, 1994 By /s/ Jerry W. Johnson
----------------------------------------
Jerry W. Johnson, Director
May 4, 1994 By /s/ Herman Lerdal
----------------------------------------
Herman Lerdal, Director
May 4, 1994 By /s/ Larry F. Ness
----------------------------------------
Larry F. Ness, Director
May 4, 1994 By /s/ Raymond M. Schutz
----------------------------------------
Raymond M. Schutz, Director
May 4, 1994 By /s/ Bruce I. Smith
----------------------------------------
Bruce I. Smith, Director
EXHIBIT INDEX
The following documents are filed as part of the Registration
Statement.
3(a)(1)
Restated Certificate of Incorporation, dated February 7, 1990, incorporated
by reference to Exhibit 3(a)(1)) to the Form 10-K for the year ended
December 31, 1989, Commission File No. 0-692.
3(a)(2)
Certificate of Retirement of Preferred Stocks dated January 13, 1992, is
incorporated by reference to Exhibit 3(a)(2) to Form 10-K for the year
ended December 31, 1991, Commission File No. 0-692.
3(b)
Registrant's By-Laws, as amended, dated December 1, 1990, are incorporated
by reference to Exhibit 3(b) to Form 10-K for the year ended December 31,
1990, Commission File No. 0-692.
4(a)(1)
Indenture, dated August 1, 1940, executed by the Company to The Chase
Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, and supplemental
and amendatory indentures thereto are incorporated by reference to
Exhibit 2 to Form 12-K for the year ended December 31, 1970, Commission
File No. 2-4472.
4(a)(2)
Supplemental Indenture, dated August 1, 1972, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of August,
1972, Commission File No. 2-4472.
4(a)(3)
Supplemental Indenture, dated July 1, 1973, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of July,
1973, Commission File No. 2-4472.
4(a)(4)
Supplemental Indenture, dated November 14, 1974, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of
November, 1974, Commission File No. 2-4472.
4(a)(5)
Supplemental Indenture, dated May 1, 1975, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of May,
1975, Commission File No. 2-4472.
4(a)(6)
Supplemental Indenture, dated June 1, 1977, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(34) to Registration Statement on
Form S-7 (Reg. No. 2-58825).
4(a)(7)
Supplemental Indenture, dated July 1, 1978, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(43) to Registration Statement on
Form S-7 (Reg. No. 2-63083).
4(a)(8)
Supplemental Indenture, dated December 1, 1978, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 11 to Form 10-K for the year ended
December 31, 1978, Commission File No. 0-692.
4(a)(9)
Registrant's Supplemental Indenture, dated May 6, 1987, is incorporated by
reference to Exhibit 3(a) to Form 10-Q for the quarter ended September 30,
1987, Commission File No. 0-692.
4(a)(10)
Supplemental Indenture, dated November 1, 1989, executed by the Company to
the Chase Manhattan Bank (N.A.) and Vincent J. Marino, as Trustees, is
incorporated by reference to Exhibit 4(a)(10) to Form 10-K for the year
ended December 31, 1989, Commission File No. 0-692.
4(a)(11)(i)
Supplemental Indenture, dated July 15, 1991, executed by the Company to the
Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated
August 1, 1991, Commission File No. 0-692.
4(a)(12)
Supplemental Indenture, dated November 15, 1991, is incorporated by
reference to Exhibit 4(a)(12) to Form 10-K for the year ended December 31,
1991, Commission File No. 0-692.
4(a)(13)
Supplemental Indenture, dated September 1, 1992, executed by the Company to
the Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated
September 18, 1992, Commission File No. 0-692.
4(a)(14)
Underwriting Agreement dated August 16, 1993 among the Company, Morgan
Stanley & Co. Incorporated, Lehman Brothers Inc. and NatWest Capital
Markets Limited, is incorporated by reference to Exhibit 1 of Registrant's
Report on Form 8-K, dated August 16, 1993, Commission File No. 0-692.
4(a)(15)
General Mortgage Indenture and Deed of Trust dated as of August 1, 1993
from the Company to The Chase Manhattan Bank (National Association), as
Trustee, is incorporated by reference to Exhibit 4(a) of Form 8-K, dated
August 16, 1993, Commission File No. 0-692.
4(a)(16)
Supplemental Indenture dated as of August 15, 1993 to the General Mortgage
Indenture and Deed of Trust dated as of August 1, 1993 executed by the
Company to The Chase Manhattan Bank (National Association), as Trustee, is
incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 16,
1993, Commission File No. 0-692.
4(a)(17)
Supplemental Indenture dated August 15, 1993 to the Indenture dated
August 1, 1940 from the Company to The Chase Manhattan Bank (National
Association) and C. J. Heinzelmann, as successor Trustees, is incorporated
by reference to Exhibit 4(c) of Form 8-K, dated August 16, 1993, Commission
File No. 0-692.
4(b)(1)
Copy of Sale Agreement between Company and Mercer County, North Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993, is
incorporated by reference to Exhibit 4(b)(1) of Registrant's report on Form
10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.
4(b)(2)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993A,
is incorporated by reference to Exhibit 4(b)(2) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.
4(b)(3)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993B,
is incorporated by reference to Exhibit 4(b)(3) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.
4(b)(4)
Copy of Loan Agreement between Company and City of Salix, Iowa, dated
June 1, 1993, related to issuance of Pollution Control Refunding Revenue
Bonds (Northwestern Public Service Company Project) Series 1993, is
incorporated by reference to Exhibit 4(b)(4) of Registrant's report on Form
10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.
5
Opinion of counsel re legality of securities being registered.
24
Consent of Arthur Andersen & Co. (The consent of counsel to the Company is
contained in the opinion filed as Exhibit 5.)
25
Power of Attorney contained in signature page of Registration Statement.
EXHIBIT 5
May 10, 1994
Northwestern Public Service Company
33 Third Street SE
PO Box 1318
Huron, South Dakota 57350-1318
Gentlemen:
We have acted as counsel for Northwestern Public Service Company, a
Delaware corporation (the "Company"), in connection with the proposed
issuance and sale by the Company of an additional 500,000 shares of its
Common Stock, $3.50 par value (the "Stock"), pursuant to its Automatic
Dividend Reinvestment and Stock Purchase Plan. We understand that the
Company plans to file a Registration Statement on Form S-3 relating to the
Stock with the Securities and Exchange Commission, and to seek to make such
Registration Statement effective under the Securities Act of 1933.
We have examined such of the corporate records of the Company and have
made such inquiries and further investigations as we deemed necessary in
order to enable us to render this opinion. Based thereon, we are of the
opinion that:
1. The Company is a corporation validly organized and existing under
and by virtue of the laws of the State of Delaware.
2. When the aforesaid Registration Statement, as the same may then be
amended, shall have become effective under the Securities Act of 1933, and
provided no stop order with respect thereto shall have been issued by the
securities Exchange Commission, and provided that the Federal Energy
Regulatory Commission ("FERC") shall have issued its order, and such order
shall remain in effect, authorizing the issuance and sale of the Stock,
then the Stock, upon the issuance and sale thereof in accordance with the
aforesaid order of the FERC and pursuant to due authorization by the Board
of Directors of the Company, in exchange for the payment therefor required
by the aforesaid Plan (which for purposes of this opinion we assume will
never be less than the $3.50 per share par value of the Stock), will be
legally and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to said
Registration Statement of the company to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, and to the reference
to us under the caption (Experts and Legal Opinions" in the Prospectus
forming a part of said Registration Statement.
Respectfully submitted,
SCHIFF HARDIN & WAITE
By: James M. Van Vliet, Jr.
EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of
this registration statement.
ARTHUR ANDERSEN & CO.
Minneapolis, Minnesota
May 13, 1994
