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): September 6, 1996
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 September 6, 1996,
entered into an agreement to acquire Empire Energy Corporation, a retail
distributor of propane serving approximately 130,000 customers in 10
states, primarily in the Southeastern regions of the United States.
On September 4, 1996, NGC executed agreements to acquire approximately
$10 million of CGI Holdings, Inc. preferred stock, in addition to an
arrangement that will allow NGC to acquire all of the common stock of CGI.
On September 9, 1996, NGC acquired the CGI Holdings, Inc. preferred stock.
A copy of the press release announcing these transactions is attached
as Exhibit 99.
Item 7(c). Exhibits
Exhibit 99. Press Release dated September 9, 1996.
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 - Administration
& Corporate Secretary
Date: September 13, 1996
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EXHIBIT 99
NEWS RELEASE
NORTHWESTERN PUBLIC SERVICE TO ACQUIRE
ADDITIONAL PROPANE OPERATIONS
September 9, 1996
FOR IMMEDIATE RELEASE
ACQUISITION WILL ADD CUSTOMERS IN 10 STATES TO
NORTHWESTERN'S ENERGY DISTRIBUTION HOLDINGS
HURON, S.D. - Northwestern Public Service announced today that its
wholly owned subsidiary, Northwestern Growth Corporation, has entered into
an agreement to acquire Empire Energy Corporation, a major retail
distributor of propane in the United States.
Empire Energy, headquartered in Lebanon, Mo., is the nation's eighth
largest retail marketer and distributor of propane and other fuels for
residential, commercial, industrial and agricultural uses. Empire Energy
currently maintains 168 retail branches delivering over 100 million gallons
annually to 130,000 customers in 10 states, primarily in the Southeastern
regions of the United States.
The acquisition terms provide for total consideration of approximately
$120 million. The transaction is expected to be primarily financed through
the assumption of Empire's existing bank financing in addition to cash,
notes and certain other consideration. Completion of the acquisition is
subject to various conditions, including obtaining certain regulatory
approvals.
"As the energy industry continues to become more competitive,
Northwestern is positioning itself to capitalize on the convergence of
energy alternatives in its energy distribution strategies. Northwestern
has a strong foundation in electric and natural gas distribution, which is
complemented with the acquisition of propane distribution operations during
the last year," said Merle D. Lewis, president and chief executive officer
of Northwestern Public Service. "In addition to growth opportunities, this
acquisition is expected to generate additional earnings and substantial
cash flows and have a positive impact on Northwestern's future dividend
policy," said Lewis.
<PAGE>
In a separate transaction, Northwestern Growth executed agreements to
acquire approximately $10 million of CGI Holdings, Inc. preferred stock, in
addition to an arrangement that will allow Northwestern Growth to acquire
all of the common stock of CGI at a later date subject to various terms and
conditions. CGI is the parent company of Coast Gas Inc., a retail propane
distributor serving 75,000 customers in seven states, primarily in western
regions of the United States. CGI, headquartered in Watsonville, Ca., also
owns Coast Energy Group, a wholesaler of propane and other natural gas
liquids and a marketer and processor of natural gas, located in Houston,
Tx.
"The Empire Energy and Coast transactions will significantly expand
Northwestern's propane distribution operations, enhance our propane
management team, and provide opportunities for economies through a larger
customer base," said Richard R. Hylland, president and chief operating
officer of Northwestern Growth Corporation. "The continued growth of our
propane holdings aligns well with Northwestern's electric and natural gas
distribution businesses, provides geographical diversity, and broadens
customer relationships, all important advantages in pursuing future
deregulated energy marketing opportunities," said Hylland.
Regarding the Coast transactions, Hylland said, "We are extremely
pleased with the investment in CGI Holdings and the ability to acquire
these retail and wholesale propane operations. Acquiring Coast Energy will
provide significant opportunities for enhancements to Northwestern's
propane supply capabilities including price, availability, and risk
management. The acquisition of the Coast entities will also combine our
propane operations with one of the fastest growing operations on the west
coast providing additional opportunities for future growth."
With the acquisition of Synergy Group Inc. in August 1995,
Northwestern Growth became the seventh largest retail propane marketer in
the United States with 185,000 propane customers in 17 states. With the
addition of Empire Energy retail operations, Northwestern Growth propane
operations will serve 315,000 customers in 22 states. Northwestern Public
Service, headquartered in Huron, S.D., also serves 55,000 electric
customers and 76,000 natural gas customers across a 15,000-square-mile area
of eastern South Dakota and central Nebraska. In addition to energy
distribution, Northwestern is engaged in other non-energy businesses.
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