As filed with the Securities and Exchange Commission on September 12, 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 Securities 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 EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
(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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Amount maximum aggregate Amount of
to be offering price offering price registration
Title of Securities to be Registered registered per share (1) (1) fee (1)
--------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value $3.50 per share 250,000 $29 $7,250,000 $2,500
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) Estimated on the basis of $29 per share, the average of the high
and low prices of the Common Stock on August 31, 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 Employee Stock Ownership Plan
and Trust Agreement 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 which 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 Annual Report on Form 11-K filed on behalf of the
Northwestern Public Service Company Employee Stock Ownership
Plan and Trust Agreement (the Plan ) for the plan year
ended December 31, 1995;
(c) The Registrant s Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996; and
(d) 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.
<PAGE>
All rights to indemnification and advancement of expenses are deemed
to be a contract between the Registrant and its directors and
officers. The determination 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 7 hereof. The Registrant hereby undertakes to
submit the Plan in a timely manner to the Internal Revenue Service for
a determination that the Plan continues to be qualified under Section
401 of the Internal Revenue Code and to make all changes required by
the Internal Revenue Service in order to continue to so qualify the
Plan.
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
<PAGE>
(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 (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.
<PAGE>
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 August 7, 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 Executive August 7, 1996
- -------------------------- Officer and Director
Merle D. Lewis (Principal Executive Officer)
/s/ Daniel K. Newell Vice President-Finance and August 7, 1996
- -------------------------- Chief Financial Officer
Daniel K. Newell (Principal Financial Officer)
/s/ Rogene A. Thaden Treasurer August 7, 1996
- -------------------------- (Chief Accounting Officer)
Rogene A. Thaden
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Robert A. Wilkens Chairman of the Board and August 7, 1996
- -------------------------- Director
Robert A. Wilkens
/s/ Richard R. Hylland Director August 7, 1996
- --------------------------
Richard R. Hylland
/s/ Jerry W. Johnson Director August 7, 1996
- --------------------------
Jerry W. Johnson
/s/ Aelred J. Kurtenbach Director August 7, 1996
- --------------------------
Aelred J. Kurtenbach
/s/ Herman Lerdal Director August 7, 1996
- --------------------------
Herman Lerdal
/s/ Larry F. Ness Director August 7, 1996
- --------------------------
Larry F. Ness
- -------------------------- Director
Raymond M. Schutz
/s/ Bruce I. Smith Director August 7, 1996
- --------------------------
Bruce I. Smith
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the trustees for the Plan have 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
August 7, 1996.
NORTHWESTERN PUBLIC SERVICE COMPANY EMPLOYEE
STOCK OWNERSHIP PLAN & TRUST AGREEMENT
By: /s/Daniel K. Newell
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Daniel K. Newell
Trustee
/s/ Thomas A. Gulbranson
----------------------------------------
Thomas A. Gulbranson
Trustee
/s/ Alan D. Dietrich
----------------------------------------
Alan D. Dietrich
Trustee
<PAGE>
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).
EXHIBIT 5
SCHIFF HARDIN & WAITE
7200 Sears Tower
Chicago, Illinois 60606
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Neal A. Mancoff
(312) 258-5699
September 11, 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
250,000 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 250,000 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 Employee Stock Ownership Plan and Trust Agreement (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
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Neal A. Mancoff
EXHIBIT 23.1
ARTHUR ANDERSEN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the
incorporation by reference in this registration statement 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 our report dated March 12, 1996
incorporated by reference in Northwestern Public Service Company s
Annual Report on Form 11-K for the year ended December 31, 1995 and to
all references to our Firm included in this registration statement.
/s/ Arthur Anderson LLP
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ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
September 11, 1996
