SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NWPS CAPITAL FINANCING I
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(Exact name of registrant as specified in its Declaration of Trust)
DELAWARE Applied For
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Northwestern Public Service Company
33 Third Street S.E.
Huron, South Dakota 57350-1818
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(Address of Principal Executive Offices) (Zip Code)
NORTHWESTERN PUBLIC SERVICE COMPANY
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(Exact name of registrant as specified in its Restated Certificate of
Incorporation)
DELAWARE 46-0172280
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
33 Third Street S.E.
Huron, South Dakota 57350-1818
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1), please check effectiveness of a concurrent
the following box. [_] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2),
please check the following box.
[_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
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NWPS Capital Financing I ___% The New York Stock Exchange, Inc.
Trust Preferred Capital
Securities (and the Guarantee
by Northwestern Public Service
Company with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
<PAGE> 3
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
The securities to be registered hereby are ___% Trust
Preferred Capital Securities (the "Preferred Securities"), of NWPS
Capital Financing I ("NWPS Capital"), a Delaware business trust. The
Preferred Securities represent undivided beneficial interests in the
assets of NWPS Capital and are guaranteed by Northwestern Public
Service Company ("Northwestern"), a Delaware corporation, to the
extent set forth in the form of the Preferred Securities Guarantee
Agreement by Northwestern to the Wilmington Trust Company, as
Preferred Guarantee Trustee (the "Guarantee"). The Guarantee is
incorporated by reference to Exhibit 4(a)(35) to the Registration
Statement on Form S-3 (the "Registration Statement") of NWPS Capital
and Northwestern (Registration No. 33-60423) filed with the Securities
and Exchange Commission on June 21, 1995. The particular terms of the
Preferred Securities and the Guarantee are described in the Prospectus
and Prospectus Supplement which form a part of the Registration
Statement. The Prospectus, the Prospectus Supplement and the form of
Guarantee are incorporated by reference herein as set forth in Item 2
below.
ITEM 2. EXHIBITS
The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of NWPS Capital are registered. Accordingly, the following
Exhibits required in accordance with Part II to the Instructions as to
Exhibits to Form 8-A have been duly filed with the New York Stock
Exchange. Each Exhibit was previously filed as indicated and is
incorporated herein by reference.
Exhibit
Number Description and Method of Filing
1(a) The Prospectus and the Filed as part of the Regis-
Prospectus Supplement tration Statement of North-
western Public Service
Company and NWPS Capital
Financing I (Reg. No. 33-
60423).
4(a) Certificate of Trust of Filed as Exhibit 4(a)(23)
NWPS Capital Financing I to Registration Statement
of Northwestern Public
Service Company and NWPS
Capital Financing I (Reg.
No. 33-60423).
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Exhibit
Number Description and Method of Filing
4(b) Declaration of Trust of Filed as Exhibit 4(a)(20)
NWPS Capital Financing I to Registration Statement
of Northwestern Public
Service Company and NWPS
Capital Financing I (Reg.
No. 33-60423).
4(c) Form of Amended and Filed as Exhibit 4(a)(26)
Restated Declaration of to Registration Statement
Trust of NWPS Capital of Northwestern Public
Financing I Service Company and NWPS
Capital Financing I (Reg.
No. 33-60423).
4(d) Form of Subordinated Filed as Exhibit 4(a)(29)
Debt Securities Inden- to Registration Statement
ture between Northwest- of Northwestern Public
ern Public Service Service Company and NWPS
Company and The Chase Capital Financing I (Reg.
Manhattan Bank (N.A.) as No. 33-60423).
Trustee
4(e) Form of Supplemental Filed as Exhibit 4(a)(30)
Indenture to Subordi- to Registration Statement
nated Debt Securities of Northwestern Public
Indenture to be used in Service Company and NWPS
connection with the Capital Financing I (Reg.
issuance of Subordinated No. 33-60423).
Debt Securities and
Preferred Securities
4(f) Form of Subordinated Filed as Exhibit 4(a)(30)
Debt Security (contained to Registration Statement
in the Form of Supple- of Northwestern Public
mental Indenture) Service Company and NWPS
Capital Financing I (Reg.
No. 33-60423).
4(g) Form of Guarantee Filed as Exhibit 4(a)(35)
Agreement with respect to Registration Statement
to the Preferred of Northwestern Public
Securities Service Company and NWPS
Capital Financing I (Reg.
No. 33-60423).
5(a) Form of Preferred Filed as Exhibit 4(a)(26)
Security (contained in to Registration Statement
the Form of Amended and of Northwestern Public
Restated Declaration of Service Company and NWPS
Trust of NWPS Capital Capital Financing I (Reg.
Financing I) No. 33-60423).
<PAGE> 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned thereto duly
authorized.
NWPS CAPITAL FINANCING I
By: Northwestern Public Service Company,
as Sponsor
By: /s/ M.D. Lewis
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Name: M.D. Lewis
Title: President & CEO
NORTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ M.D. Lewis
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Name: M.D. Lewis
Title: President & CEO
July 17, 1995
