As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SCEURITIES ACT OF 1933
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NORTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 46-0172280
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
33 3rd Street, S.E.
Huron, South Dakota 57350-1605
(Address of principal executive offices, including zip code)
NORTHWESTERN PUBLIC SERVICE COMPANY
SUPPLEMENTAL VARIABLE INVESTMENT PLAN
(Full title of the plan)
Alan D. Dietrich
Vice President - Administration
Northwestern Public Service Company
600 Market Street West
Huron, South Dakota 57350-1500
(Name and address of agent for service)
(605) 352-8411
(Telephone number, including area code, of agent for service)
With a copy to:
Neal A. Mancoff
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5699
-----------------------------------<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Securities Amount offering aggregate Amount of
to be Registered to be price offering registration
registered per price fee
share (1) (1)
(1)
Common Stock, par 20,000 $34.25 $685,000 $208
value $3.50 per
share
Interests in the (2) (2) (2) (2)
Plan
(1) Estimated on the basis of $34.25 per share, the average of the high
and low prices of the Common Stock on December 23, 1996, as reported
in the consolidated reporting system pursuant to Rule 457(h).
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Northwestern Public Service Company Supplemental Variable Investment
Plan for which no separate fee is required.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by Northwestern Public
Service Company (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996; and
(c) The description of the Registrant's Common Stock, par value
$3.50 per share, contained in the Registrant s Registration
Statement on Form S-3 filed with the Commission on June 21,
1995, as amended by Amendment No. 1 on Form S-3 filed with the
Commission on July 28, 1995.
All documents subsequently filed by the Registrant and/or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Registrant provide for indemnification by the
Registrant of each of its directors and officers to the fullest extent
permitted by Delaware law for liability (including liability arising
under the Securities Act of 1933) of such director or officer arising by
reason of his or her status as a director or officer of the Registrant,
provided that he or she met the standards established in the By-Laws,
which include requirements that he or she acted in good faith and in a
manner he or she reasonably believed to be in the Registrant s best
interest. The Registrant will also advance expenses prior to final
disposition of an action, suit or proceeding upon receipt of an
undertaking by the director or officer to repay such amount if the
director of officer is not entitled to indemnification. All rights to
indemnification and advancement of expenses are deemed to be a contract
between the Registrant and its directors and officers. The determination<PAGE>
that a director or officer has met the standards established in the By-
Laws may be made by a majority vote of a quorum consisting of
disinterested directors, an opinion of counsel (if no such quorum is
available or even if attainable, a quorum of disinterested directors so
directs), a majority vote of stockholders, or a court (which may also
overturn any of the preceding determinations).
The directors and officers of the Registrant are covered by
insurance policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as amended
(the Securities Act ), which might be incurred by them in such
capacities and against which they cannot be indemnified by the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration
statement on page 8 hereof.
ITEM 9. 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 thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; provided, however, that any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
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registration statement or any material change to such information in
the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, 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.
The undersigned Registrant hereby undertakes 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, 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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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, submit to a court of appropriate jurisdiction 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.
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SIGNATURES
THE REGISTRANT. 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-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Huron, State
of South Dakota, on December 23, 1996.
NORTHWESTERN PUBLIC SERVICE COMPANY
(Registrant)
By:/s/ Merle D. Lewis
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Merle D. Lewis
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Merle D. Lewis the true and lawful attorney-in-fact and agent of
the undersigned, with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, fully to
all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Merle D. Lewis President, Chief December 23, 1996
------------------------- Executive Officer
Merle D. Lewis and Director (Principal
Executive Officer)
- 4 -<PAGE>
/s/ Daniel K. Newell Vice President-Finance December 23, 1996
------------------------ and Chief Financial
Daniel K. Newell Officer (Principal
Financial Officer)
/s/ Rogene A. Thaden Treasurer (Chief December 23, 1996
------------------------ Accounting Officer)
Rogene A. Thaden
/s/ Robert A. Wilkens Chairman of the Board December 23, 1996
------------------------- and Director
Robert A. Wilkens
/s/ Richard R. Hylland Director December 23, 1996
-------------------------
Richard R. Hylland
/s/ Jerry W. Johnson Director December 23, 1996
-------------------------
Jerry W. Johnson
/s/ Aelred J. Kurtenbach Director December 23, 1996
-------------------------
Aelred J. Kurtenbach
/s/ Herman Lerdal Director December 23, 1996
-------------------------
Herman Lerdal
/s/ Larry F. Ness Director December 23, 1996
-------------------------
Larry F. Ness
/s/ Raymond M. Schutz Director December 23, 1996
-------------------------
Raymond M. Schutz
- 5 -<PAGE>
/s/ Bruce I. Smith Director December 23, 1996
--------------------------
Bruce I. Smith
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THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan's administrative committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Huron, State of South Dakota,
on December 23, 1996.
NORTHWESTERN PUBLIC SERVICE COMPANY SUPPLEMENTAL
VARIABLE INVESTMENT PLAN
By: /s/ Daniel K. Newell
----------------------------------------
Daniel K. Newell
Member of Administrative Committee
/s/ Thomas A. Gulbranson
----------------------------------------
Thomas A. Gulbranson
Member of Administrative Committee
/s/ Alan D. Dietrich
----------------------------------------
Alan D. Dietrich
Member of Administrative Committee
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------- ----------- --------
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).
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SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
Neal A. Mancoff
(312) 258-5699
EXHIBIT 5
December 30, 1996
Northwestern Public Service Company
33 3rd Street, S.E.
P.O. Box 1318
Huron, South Dakota 57350
RE: NORTHWESTERN PUBLIC SERVICE COMPANY -- REGISTRATION OF
20,000 SHARES OF COMMON STOCK, PAR VALUE $3.50 PER SHARE, ON
FORM S-8
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Ladies and Gentlemen:
We have acted as counsel to Northwestern Public Service Company,
a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the offering and sale by the
Company of 20,000 shares of Common Stock of the Company, $3.50 par
value per share (the "Shares"), as more fully described in the
Registration Statement, through the Northwestern Public Service
Company Supplemental Variable Investment Plan (the "Plan"). The
Registration Statement also covers an indeterminate amount of
interests to be offered or sold under the Plan.
In this connection, we have examined such corporate records,
certificates and other documents and have made such other factual and
legal investigations as we have deemed necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized, and when issued and upon payment therefor,
as contemplated in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By:/s/ Neal A. Mancoff
--------------------------------
Neal A. Mancoff<PAGE>
ARTHUR ANDERSEN
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8
of our report dated February 2, 1996 incorporated by reference in
Northwestern Public Service Company s Annual Report on Form 10-K for
the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
December 26, 1996<PAGE>
