SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 17, 1995
NORTHWESTERN PUBLIC SERVICE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-692 46-0172280
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
33 Third St. SE
P O Box 1318
Huron, South Dakota 57350-1318
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 605-352-8411
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Item 5. Other Events
Northwestern Public Service Company, through its wholly-owned
subsidiary Northwestern Growth Corporation (NGC), on May 17, 1995, entered
into agreements to acquire Synergy Group Inc., a retail distributor of
propane serving approximately 200,000 customers in the Northeast, Mid-
Atlantic, Southeast and South Central regions of the United States. NGC
has also entered into agreements with Empire Gas Corporation for the
management of the properties acquired.
Item 7(c). Exhibits
Exhibit 99. Copy of Press Release concerning Synergy Group Inc.
acquisition, dated May 17, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NORTHWESTERN PUBLIC SERVICE COMPANY
By /s/ Rogene A. Thaden
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Rogene A. Thaden
Treasurer
By /s/ Alan D. Dietrich
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Alan D. Dietrich
Vice President - Corporate Services
& Corporate Secretary
Date: May 26, 1995
<PAGE>
EXHIBIT 99
NEWS RELEASE
NORTHWESTERN PUBLIC SERVICE COMPANY TO ACQUIRE
SYNERGY GROUP INCORPORATED
May 17, 1995
FOR IMMEDIATE RELEASE
Northwestern Public Service (NPS-NYSE) announced today that it has
entered into agreements to acquire Synergy Group Incorporated, a major
retail distributor of propane in the United States.
Synergy, a privately owned corporation headquartered in Farmingdale,
N.Y., is a retail marketer and distributor of propane and other fuels for
residential, commercial, industrial and agricultural uses. Synergy
currently maintains 152 retail branches serving approximately 200,000
customers in 23 states, primarily in the suburban areas of the Northeast,
Mid-Atlantic, Southeast and South Central regions of the United States.
The transaction represents an initial cash investment by Northwestern
Public Service of approximately $137.5 million in addition to certain other
considerations. In accordance with related agreements, Northwestern has
entered into an option arrangement with an unrelated party for the sale of
certain Synergy retail branch locations. If the option is exercised, the
sale would reduce the total net acquisition investment by Northwestern to
approximately $100 million. Northwestern expects to finance the investment
on a permanent basis through the placement of long-term bonds, preferred
stock and common equity. Completion of the acquisition is subject to
various conditions, including obtaining certain regulatory approvals and
completing financing activities.
"As we seek to broaden Northwestern's foundation for increased
shareholder value, our growth strategies target investments that supplement
and enhance our core energy distribution businesses," said Merle D. Lewis,
president and chief executive officer of Northwestern Public Service.
"Propane distribution is an excellent example of a complementary energy
distribution sector that aligns well with Northwestern's electric and
natural gas distribution businesses. This propane acquisition adds
geographical diversity to Northwestern's operations, requires relatively
minimal ongoing capital investments, and most importantly, is expected to
generate additional earnings and substantial cash flows. We expect this
transaction will have a positive impact on the Company's future dividend
policy," said Lewis.
In connection with the transaction, Northwestern also announced
arrangements with Empire Gas Corporation for the joint management and
oversight of the Synergy operations. Empire Gas Corporation, headquartered
in Lebanon, Mo., is the eleventh largest retail distributor of propane in
the United States. Paul S. Lindsey, Jr., Empire's chairman, chief
executive officer and president said, "The Synergy acquisition and the
arrangements between Northwestern and Empire bring new opportunities to
both companies. By working together, we believe that the Synergy
acquisition will be an excellent avenue to enhance the shareholder value of
our two companies."
Regarding the strategic relationship with Empire, Lewis said, "We are
extremely pleased with the arrangements we have made with Empire for the
joint operations of Synergy. This affiliation links our propane acquisition
with one of the top operators in the propane distribution industry.
Although Synergy has reported operating losses during recent years, the
implementation of a more efficient operating plan through the consolidation
of Synergy's operations with Empire and Northwestern is expected to result
in significant and immediate increases in Synergy's operating
profitability. In addition, refinancing Synergy's existing capital
structure will provide Synergy with competitive advantages and financial
strength for the pursuit of its growth plans."
Northwestern Public Service, headquartered in Huron, S.D., serves
54,900 electric customers and 75,000 gas customers across a 15,000-square-
mile area of eastern South Dakota and central Nebraska. The Company also
has additional investments in various nonregulated operations.
Propane is the nation's fourth largest energy source, after
electricity, natural gas and fuel oil. It is sold primarily in suburban
and rural areas which are not serviced by natural gas pipelines. The U.S.
propane industry supplies energy to three principal market segments:
residential and commercial applications, such as home heating, cooking,
refrigeration, clothes drying and incineration; industrial applications,
such as manufacturing processes; and agricultural uses, such as crop
drying, tobacco curing, and poultry brooding.
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Contact Persons:
Richard R. Hylland 605-353-8294
Northwestern Public Service
Rogene A. Thaden 605-353-8320
Northwestern Public Service
Warren K. Lotsberg 605-353-8240
Northwestern Public Service
