As filed with the Securities and Exchange Commission April 20, 1998
333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 46-0172280
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
33 Third St. SE
Huron, South Dakota 57350-1605
(605) 352-8411
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Alan D. Dietrich
Vice President - Administration & Corporate Secretary
Northwestern Public Service Company
600 Market Street West
Huron, South Dakota 57350-1500
(605) 353-7606
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE> 2
Calculation of Registration Fee
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
- ------------- ------------ --------- -------------- ------------
Common Stock 1,000,000 $21.75(1) $21,750,000(1) $6,416.25
(1.75 par value) shares
Common Stock 1,000,000 (2) (2) (2)
Purchase rights
Rights
(1) In accordance with Rule 457(c), this is estimated on the basis of
the average of the high and low prices of registrant's Common Stock on
the New York Stock Exchange composite tape on April 13, 1998.
(2) The value attributable to the Common Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE> 3
+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with +
+ the Securities and Exchange Commission. These securities may not be +
+ sold nor may offers to buy be accepted prior to the time the registra- +
+ tion statement becomes effective. This prospectus shall not constitute +
+ an offer to sell or the solicitation of an offer to buy nor shall there +
+ be any sale of these securities in any jurisdiction in which such offer,+
+ solicitation or sale would be unlawful prior to registration or qualifi-+
+ cation under the securities laws of any such jurisdiction. +
+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
Subject to Completion
Dated April 20, 1998
PROSPECTUS
NORTHWESTERN CORPORATION
(formerly Northwestern Public Service Company)
DIVIDEND REINVESTMENT
AND DIRECT STOCK PURCHASE PLAN
1,000,000 Shares of Common Stock ($1.75 Par Value)
including related Common Stock Purchase Rights
Northwestern Corporation's Dividend Reinvestment and Direct Stock
Purchase Plan (the "Plan") provides a simple and convenient way to
invest in shares of common stock, par value $1.75 per share (together
with the related common stock purchase rights, the "Common Stock"), of
Northwestern Corporation (the "Company") without incurring brokerage
commissions or service charges. Participation in the Plan is open to
all interested investors, regardless of whether they are already
shareholders of the Company.
Participants in the Plan may:
* Buy shares of Common Stock conveniently and economically
* Elect to reinvest cash dividends in additional shares of
Common Stock
* Deposit Common Stock certificates with the Plan
administrator for safekeeping
* Sell shares of Common Stock or transfer shares to other Plan
participants
Participation in the Plan is strictly voluntary. Shareholders
who do not wish to participate in the Plan will continue to receive
cash dividends, when, as and if declared. Participants in the Plan
may terminate their participation at any time.
<PAGE> 4
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1998.
<PAGE> 5
This Prospectus relates to up to 1,000,000 shares of Common Stock
registered and reserved for purchase under the Plan. The Company does
not assure a profit or protection against a loss on shares purchased
under the Plan. Furthermore, cash dividends will be paid on the
Common Stock only when, as and if declared, and nothing in this
Prospectus or the Plan should be interpreted as assurance as to the
payment of future dividends. Prospective participants should review
this Prospectus carefully before enrolling in the Plan. Participants
who elect to enroll in the Plan should retain this Prospectus for
future reference.
SUMMARY
ENROLLMENT. To enroll in the Plan, you must complete and sign an
Enrollment Authorization Form and deliver it to the Company. If you
are not already a record holder of Common Stock, you must become one
at the time of enrollment by purchasing at least $500 of Common Stock
through the Plan (or by authorizing automatic withdrawals from your
bank account to the Plan of at least $10 per month for a minimum of
twelve months).
PLAN ACCOUNTS. Shares of Common Stock held in the Plan (whether
purchased through cash contributions, acquired through dividend
reinvestment, deposited for safekeeping or otherwise) will be
reflected in book-entry form in an account in the participant's name
("Plan Account").
DIVIDEND REINVESTMENT. You may elect to reinvest cash dividends on
all, some or none of the shares in your Plan Account. You may also
elect to reinvest cash dividends on shares you hold outside your Plan
Account. Cash dividends paid on shares as to which you elect
reinvestment will be used to purchase additional shares of Common
Stock, which will be added to your Plan Account. Cash dividends paid
on shares as to which you do not elect reinvestment will be paid to
you in cash.
SHARE PURCHASES. You may make your initial investment in the Company
through the Plan at the time of enrollment, as described under
"Enrollment" above. After you have enrolled in the Plan, you may
purchase additional shares of Common Stock through the Plan in any
amount from a minimum of $10 to a maximum of $3,000 per month.
Payment may be made by check or by automatic withdrawal from your bank
account. All brokerage fees, commissions or other service charges for
purchases made under the Plan will be paid by the Company. However,
such charges paid by the Company on your behalf will be reported to
the Internal Revenue Service by the Company as income to you.
SAFEKEEPING. You may send your Common Stock certificates to the Plan
Administrator for safekeeping. The shares represented by these
certificates will be converted to book entry shares held in your Plan
Account. You may receive stock certificates for these and any other
whole shares held in your Plan Account without charge at any time,
upon request.
<PAGE> 6
SELLING SHARES. You may direct the Plan Administrator to sell shares
of Common Stock held in your Plan Account. You will be charged
certain costs in connection with sales from your Plan Account.
Although the Company will not charge for its own services in
administering the sale, you will be charged for your share of expenses
paid by the Company to third parties, such as broker's commissions,
fees and transfer taxes.
TRANSFERRING SHARES. You may transfer shares from your Plan Account
to another Plan participant without charge.
TRANSACTION FEES. The only costs charged by the Plan are in
connection with sales of shares from your Plan Account, as described
under "Selling Shares" above. All other Plan services are free to
participants. However, if you invest in the Plan through automatic
withdrawals from your bank, your bank may assess fees for electronic
funds transfers.
STATEMENTS OF PLAN ACCOUNT. You will receive a quarterly statement
showing all activity in your Plan Account, as well as your share
balance. In addition, you will receive a transaction advice promptly
after each purchase, sale or deposit of shares into your Plan Account.
Each statement will contain a tear-off form that may be used for
future Plan transactions.
THE ADMINISTRATOR. The Company acts as agent for participants in the
Plan and administers the Plan. You may contact the Administrator at:
Northwestern Corporation
Shareholder Services
600 Market Street West
Huron, South Dakota 57350-1500
Telephone: 605-353-7603, 7604
Toll Free: 1-800-677-6716
Fax: 605-353-7631
E-mail: [email protected]
NORTHWESTERN
The Company is a nationwide diversified energy,
telecommunications and related services provider. It generates and
distributes electric energy to approximately 56,000 customers in
eastern South Dakota. The Company also purchases, distributes, sells,
and transports natural gas to approximately 79,000 customers in
central Nebraska and eastern South Dakota. The Company, through its
majority-owned subsidiaries, also owns approximately 35% of Cornerstone
Propane Partners, L.P., a publicly traded master limited partnership
for which a subsidiary of the Company serves as managing general
partner. Cornerstone serves more than 380,000 propane customers in 26
states. The Company is also engaged in certain non-energy
manufacturing industries and owns companies engaged in heating,
ventilation and air conditioning and telecommunications services. The
<PAGE> 7
Company was incorporated under the laws of the State of Delaware in
1923. The Company has its principal office at 33 Third Street SE,
Huron, South Dakota 57350-1318. Its telephone number is (605) 352-
8411.
<PAGE> 8
DIVIDEND REINVESTMENT
AND DIRECT STOCK PURCHASE PLAN
The Company's Dividend Reinvestment and Direct Stock Purchase
Plan consists in its entirety of the following questions and answers.
The use of singular and masculine words in the Plan is for practical
purposes only and should be deemed to include the plural and feminine,
respectively, unless the context plainly indicates a distinction.
INTRODUCTION
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide interested new investors
and holders of record of Common Stock with a simple and convenient
method of investing in the Company, through both new cash investments
in Common Stock and reinvestment of cash dividends in additional
shares of Common Stock, without the cost associated with normal
brokerage transactions.
Advantages
2. What advantages do I have if I participate in the Plan?
All fees and brokerage commissions in connection with purchases
of Common Stock through the Plan are paid by the Company. In
addition, the Company will pay all administrative costs (but not
brokerage commissions and other third party fees) incurred upon
sales of shares from your Plan Account.
If you are not a holder of Common Stock, you may invest in Common
Stock and become a Plan participant by making an initial
investment through the Plan of at least $500 by check, or by
authorizing automatic withdrawals from your bank account of at
least $10 per month for a minimum of 12 consecutive months.
You may increase your investment in the Company by automatically
reinvesting the cash dividends paid on all or part of your shares
(whether or not held in your Plan Account) in additional shares
of Common Stock.
You may receive cash dividends on all or part of your shares,
including those held in your Plan Account.
You may make additional cash payments to purchase additional
shares of Common Stock at any time from a minimum of $10 up to a
maximum of $3,000 per month, by check or by automatic withdrawal
from your bank account, regardless of whether dividends are being
reinvested.
<PAGE> 9
Shares held in your Plan Account are held in book-entry form,
allowing you to avoid the cost and risk associated with the
storage, loss, theft or destruction of stock certificates.
Nevertheless, you may receive stock certificates without charge
at any time, upon request.
You may use the Plan's safekeeping feature to hold in book-entry
form any shares of Common Stock you own, whether or not purchased
through the Plan.
Your recordkeeping is simplified, since you will receive a
statement of your Plan Account every quarter and a transaction
advice after each purchase, sale or transfer of shares in your
Plan Account.
You may transfer shares by gift to another shareholder's Plan
Account free of charge.
ADMINISTRATION
3. How is the Plan administered?
The Company will administer the Plan. As Administrator, the
Company will act as agent for participants, process transaction
requests, keep a continuing record of their Plan Accounts, send
quarterly statements of account to participants and perform other
duties relating to the administration of the Plan. All open market
purchases and sales of Common Stock for the Plan will be made through
independent registered broker-dealers selected by the Administrator.
The shares of Common Stock held under the Plan will be registered in
the name of the Company (or its nominee) as Administrator and
custodian for participants in the Plan.
All communications regarding the Plan should be sent to the
Company addressed as follows:
Northwestern Corporation
Shareholder Services
600 Market Street West
Huron, South Dakota 57350-1500
Telephone: 605-353-7603, 7604
Toll Free: 1-800-677-6716
Fax: 605-353-7631
E-mail: [email protected]
The Company believes that there is no material difference in risk
between self-administration of the Plan and administration by a
registered broker-dealer or bank.
<PAGE> 10
PARTICIPATION
4. Who is eligible to participate in the Plan?
Any interested investor, whether or not an existing shareholder
of record or employee of the Company, is eligible to participate in
the Plan.
5. How do I enroll in the Plan?
If you are already a shareholder of record, you may enroll in the
Plan by completing and signing an Enrollment Authorization Form and
returning it to the Administrator. If you are not currently a record
holder of Common Stock, then, in addition to completing and signing an
Enrollment Authorization Form, you must make an initial investment in
Common Stock by either (1) enclosing with your Enrollment
Authorization Form a check or money order for a minimum of $500 up to
a maximum of $3,000, payable to "Northwestern Corporation" or (2)
completing the "Automatic Withdrawal Authorization" portion of your
Enrollment Authorization Form.
By completing an Enrollment Authorization Form, you appoint the
Administrator as your agent to receive and apply cash dividends on
shares held in your Plan Account in accordance with your election (see
Question 7) and to effect other transactions in your Plan Account as
specified by you.
6. May I participate if my shares are held for me in the name of my
bank or broker?
If your shares are registered in the name of another person, such
as your broker or a bank nominee, you must become a shareholder of
record in your own name in order to participate in the Plan. You may
become a shareholder of record either (1) by having your broker, bank
or other fiduciary transfer the shares they own for your benefit into
your own name or (2) by making an initial investment in Common Stock
in your own name as described above in Question 5.
7. What are my dividend options?
The Enrollment Authorization Form offers three options regarding
cash dividends paid on shares held in your Plan Account:
* Full Dividend Reinvestment -- You may elect to
automatically reinvest cash dividends paid on all of the
shares in your Plan Account in additional shares of Common
Stock.
* Partial Dividend Reinvestment -- You may elect to
automatically reinvest cash dividends paid on a specified
portion of the shares held in your Plan Account and to
receive cash dividends on the balance of your shares.
* Cash Dividends -- You may elect to receive cash dividends
paid on all of your shares.
<PAGE> 11
Cash dividends will be paid by check via First Class Mail to your
address of record. Alternatively, you may elect to have these
dividends deposited directly in your bank account via electronic funds
transfer by completing the "Direct Deposit Authorization" portion of
the Enrollment Authorization Form (or a separate Direct Deposit
Authorization Form obtained from the Administrator) and returning it to
the Administrator. You may change your bank account at any time by
delivering a new, valid Direct Deposit Authorization Form to the
Administrator. If the Administrator is unable for any reason to
process your direct deposit authorization, it will mail a check for
the subject dividend via First Class Mail to your address of record.
In addition, you may elect to reinvest cash dividends paid on
shares of Common Stock you hold outside the Plan. The additional
shares purchased with reinvested dividends will be held in your Plan
Account.
8. When will dividend reinvestment begin?
Reinvestment of dividends will begin on the dividend payment date
following the first dividend record date after the Administrator
receives your properly completed Enrollment Authorization Form
requesting dividend reinvestment. Record dates for dividend payments
are usually on or around February 15, May 15, August 15 and November
15 of each year.
OPTIONAL CASH PAYMENTS
9. How can I make optional cash payments?
You may make optional cash payments to purchase additional shares
of Common Stock under the Plan at any time by sending to the
Administrator an executed Enrollment Authorization Form, or the form
provided as part of your quarterly account statement, either
accompanied by your cash payment or with the "Automatic Withdrawal
Authorization" portion completed. You may elect to make optional cash
payments at any time or from time to time, and there is no requirement
to make them each month.
Optional cash payments may be made by check or money order
payable to "Northwestern Corporation" or electronic funds transfer in
an amount of at least $10, up to a maximum of $3,000 per month. In
addition, Plan participants who are customers of the Company or its
subsidiaries may include optional cash payments as part of their bill
payments, in which case the check or money order should be made
payable to the company named on the bill. If an optional cash payment
is made with a bill payment, the amount enclosed as a cash payment
under the Plan should be indicated on the portion of the bill returned
with the payment.
Optional cash payments received by the Administrator at least
three days before a Plan purchase period will be invested during that
purchase period. Shares of Common Stock will be purchased for the
<PAGE> 12
Plan at least monthly, usually beginning on the first business day of
the month. The Administrator may choose to make purchases twice per
month, beginning on or about the first and fifteenth days of the
month. A request to return any cash payment will be honored if the
request is received by the Administrator at least 48 hours prior to
investment. Interest will not be paid on optional cash payments prior
to investment by the Administrator.
EXPENSES RELATED TO PURCHASES
10. Will I have any expenses in connection with the purchase of
shares under the Plan?
No. You will not incur any expenses in connection with purchases
of shares under the Plan. The Company will pay any and all expenses
incurred in such purchases, including brokerage commissions and fees.
Additionally, the Company will pay any and all costs of establishing
and administering the Plan. The only charges under the Plan are if
you choose to sell shares held in your Plan Account. See Question 21.
However, if you invest in the Plan through automatic withdrawal, your
bank may charge a fee in connection with electronic funds transfers.
Your bank will be able to tell you about any fees it charges.
PURCHASES AND PURCHASE PRICE
11. How are shares purchased under the Plan?
Shares of Common Stock purchased for Plan participants may
consist of shares acquired in the open market or authorized but
unissued shares or treasury shares acquired directly from the Company,
at the Company's sole discretion. Open market purchases will be
effected through an independent broker-dealer, who will purchase
shares on the New York Stock Exchange or in privately negotiated
transactions. Such purchases will be made in accordance with all
applicable requirements of law affecting the timing or manner of
such transactions. These requirements may dictate that purchases
be spread over several days, in order to invest all funds received
with respect to a particular purchase or dividend payment date.
No interest will be paid on optional cash payments or cash dividends
held by the Administrator or its broker pending investment.
12. How is my purchase price determined?
The price of Common Stock purchased through the Plan will depend
on whether the shares are acquired in the open market or directly from
the Company. The price per share of shares purchased in the open
market (whether for optional cash purchases or dividend reinvestment)
will be the weighted average price paid for all shares acquired by the
Plan during the applicable purchase period (excluding any related
brokerage fees, commissions or other service charges). The price of
shares acquired directly from the Company (whether original issue or
treasury shares) with optional cash payments will be the closing price
<PAGE> 13
of the Common Stock on the New York Stock Exchange on the first day of
the month following the month in which such cash payments are received
by the Company. The price of shares acquired directly from the
Company with reinvested dividends will be the closing price of the
Common Stock on the New York Stock Exchange on the dividend payment
date.
13. How many shares will be purchased for me?
The number of shares of Common Stock to be purchased for you will
depend on the amount of cash dividends being reinvested (if any), the
amount of your optional cash payments (if any) and the purchase price
per share for the applicable purchase date. Your account will be
credited with that number of whole shares and fractional interests
(computed to the third decimal place) equal to the total amount to be
invested divided by the purchase price, as determined in the manner
set forth in Question 12.
REPORTS TO PARTICIPANTS
14. What reports will I receive?
Whenever you purchase or sell shares through the Plan or deposit
certificates into your Plan Account, you will promptly receive a
transaction advice with the details of the transaction.
All shares that you hold or purchase through the Plan are
recorded in your Plan Account. After each quarterly dividend
reinvestment, you will receive a detailed statement showing the amount
of the latest dividend reinvested, the purchase price per share, the
number of shares purchased, the total number of book-entry shares in
your Plan Account and the number of shares registered in your name
(that is, held outside the Plan) upon which dividends are reinvested.
The statement will also show all year-to-date account activity,
including purchases, sales, certificate deposits or withdrawals and
dividend reinvestments. This will enable you to review your complete
Plan Account book-entry holdings at a glance.
On each quarterly statement and transaction advice you will find
information such as how to buy or sell shares through the Plan and
where to call or write for additional information. In addition, you
will receive a comprehensive year-end statement summarizing activity
in your Plan Account for the entire year, which is helpful for record
keeping and tax purposes.
As a Plan participant, you will receive copies of all
communications sent to all shareholders generally, including the
Company's annual report to shareholders, notice of annual meeting and
proxy statement, and income tax information for reporting dividends
paid.
<PAGE> 14
DIVIDENDS PAID ON SHARES HELD IN THE PLAN
15. Will my account be credited with dividends on shares in the Plan?
Yes. The Company pays dividends, when, as and if declared, to
the record holders of all its shares of Common Stock. As the record
holder for participants, the Administrator will receive dividends on
all shares held in the Plan on the record date. The Administrator
will credit those dividends to participants on the basis of full and
fractional shares held in their Plan Accounts as of the record date.
The Administrator will either reinvest those dividends in additional
shares or pay them to you in cash, depending on whether you have
elected full dividend reinvestment, partial dividend reinvestment or
cash dividends on the shares in your Plan Account.
CERTIFICATES FOR SHARES
16. Will certificates automatically be issued to me for shares of
Common Stock purchased under the Plan?
No. Certificates for shares of the Company's Common Stock
purchased under the Plan will only be issued to you upon written
request signed by all participants whose names appear on your Plan
Account. This convenience protects against loss, theft or destruction
of your stock certificates.
As soon as practicable after receipt of your written request,
certificates for any number of whole shares of Common Stock, up to the
total number of whole shares then credited to your Plan Account, will
be issued to you without charge. The form for requesting a
certificate is included as a part of each quarterly account statement
or may be obtained from the Administrator. Any remaining whole shares
and fractional interests in shares will continue to be credited to
your Plan Account. If you have elected dividend reinvestment for
those remaining shares, cash dividends paid on those shares will
continue to be reinvested for you, and the additional shares purchased
with your reinvested dividends will be credited to your Plan Account.
If you leave less than one whole share of Common Stock in your Plan
Account, the Administrator will liquidate your fractional share and
send you a check for the proceeds as described in Question 23.
17. If I request certificates for shares held in my Plan Account, in
whose name will they be registered when issued?
A certificate for shares that had been held in your Plan Account
will be registered in the name or names in which the Plan Account is
maintained. Upon written request, certificates will be registered and
issued in names other than the account name, provided that (1) your
request is signed by all participants named on the Plan Account and
the signature or signatures are guaranteed by a financial institution
or member of the New York Stock Exchange who is a member of the NYSE
Medallion Signature Guarantee Program, (2) you comply with any
<PAGE> 15
applicable laws and (3) you pay any applicable transfer taxes. The
appropriate form for requesting issuance of a certificate in names
other than the account names will be provided upon request to the
Administrator.
18. May I deposit certificated shares in my account?
Yes. You may add certificated shares to your Plan Account at any
time by sending the certificate(s) to the Administrator, accompanied
by a signed copy of the form provided as part of your quarterly
account statement or a separate form provided by the Administrator.
The Company recommends sending your certificates by registered mail,
insured for 2% of the current market value of the shares. Do not
endorse the certificates or complete the assignment section on the
back of the certificates. All persons whose names appear on the
certificates being deposited must sign the form. Upon receipt by the
Administrator of your certificates and signed form, the share balance
in your Plan Account will be increased by the number of shares
represented by the certificates, and the certificates will be
canceled. Unless you specify otherwise, all cash dividends on shares
deposited in your Plan Account will be reinvested.
SALES AND SALES PRICE
19. How may I sell shares held in my Plan Account?
You may request at any time that the Administrator sell all or a
specified number of the shares held in your Plan Account. To sell
shares, you should complete and return to the Administrator the form
included as part of your quarterly account statement or a separate
form that may be obtained from the Administrator. All participants
whose names appear on your Plan Account registration must sign the
request. The Administrator will sell the number of shares you specify
through an independent broker engaged for that purpose as soon as
practicable following its receipt of your signed request. Sales will
generally be made once a week.
Alternatively, you may request a certificate for the number of
shares that you wish to sell from your Plan Account as described in
Question 16 and then sell those shares through your own broker. The
ability to sell shares through the Plan is intended to be a
convenience to Plan participants. If you find it more convenient or
economical to sell shares through a broker of your choice, you should
request a certificate for the shares you wish to sell so that you can
sell the certificated shares with the assistance of your broker.
Because the Plan's sales feature is primarily for the convenience
of participants who hold less than 200 shares in the Plan and who
would find it inconvenient to sell their shares through a broker, the
Company reserves the right to refuse a participant's request to sell
more than 199 shares through the Plan.
<PAGE> 16
20. How and at what price will my shares be sold?
Shares sold through the Plan will normally be sold on the New
York Stock Exchange at the price prevailing in the market at the time
of sale. In the event that the Administrator elects to purchase such
shares as agent for the Plan, the price for the shares will be the
closing price on the New York Stock Exchange on the sale date.
Proceeds from the sale of the shares, less any related brokerage
commissions, fees, and transfer taxes, will be mailed to you as soon
as practicable following the sale. Payment will be made by check
payable to the name or names in which the Plan Account is registered.
21. Will I have any expenses in connection with the sale of shares
through the Plan?
Yes. Although the Plan will not charge you for the
Administrator's internal expenses in administering the sale, you will
be required to pay any expenses payable to third parties relating to
the sale of shares from your Plan Account, including commissions
payable to the independent broker who will be engaged to handle the
sale, fees and transfer taxes. Estimates of such brokerage
commissions, fees and transfer taxes may be obtained by contacting the
Administrator.
TERMINATION OF PARTICIPATION
22. When and how may I close my Plan Account?
Participation in the Plan is entirely voluntary, and you may
close your Plan Account at any time by using the form included your
quarterly account statement. As with all other requests regarding the
Plan, all participants whose names appear on the account registration
must sign the request to close the account.
23. What happens to my shares if I close my Plan Account?
Upon receipt by the Administrator of your signed written request
to close your Plan Account, the Administrator will send you a
certificate for the number of whole shares then credited to your Plan
Account. The Administrator will liquidate any fractional share in
your Plan Account by aggregating it with fractional shares being sold
on behalf of other Plan participants and selling the resulting whole
shares on the open market and will send you a check for your share of
the proceeds, less any related brokerage commissions, fees and
transfer taxes. Once you close your Plan Account, all future cash
dividends paid on shares of Common Stock registered in your name will
be paid to you in cash.
If you so request, the Administrator will sell all or some of the
shares in your Plan Account on the open market and pay you the
proceeds, less any brokerage commissions, fees and transfer taxes.
The procedure for requesting sales of shares is explained in Questions
<PAGE> 17
19 through 21 above. Sales of shares in the open market will be
handled through an independent broker engaged for such purpose.
24. May I discontinue dividend reinvestment without closing my Plan
Account?
Yes. You may discontinue the reinvestment of your cash dividends
on any or all of your shares of Common Stock at any time without
closing your Plan Account by filling out the form provided as part of
your quarterly account statement.
25. What happens if I sell or transfer all of my shares?
If you dispose of all shares of Common Stock registered in your
name (that is, held outside the Plan), the Administrator will, unless
otherwise instructed, continue to reinvest the dividends on the shares
credited to your Plan Account as long as there is at least one full
share in your account. If there is less than one full share in your
Plan Account, the Administrator will liquidate the fractional share as
described in Question 23 and will send you a check for the proceeds,
and the account will be closed.
FEDERAL INCOME TAX INFORMATION
26. What are the Federal income tax consequences of participating in
the Plan?
Generally, any cash dividend reinvested under the Plan will be
taxable to you as ordinary income as though you had received the
dividend in cash. In this respect, participants in the Plan are
treated the same as shareholders who do not participate.
Brokerage commissions and fees, if any, paid by the Company in
making open market purchases for a participant must be reported by the
Company as imputed taxable income to the participant. These
commissions and fees will become a part of the cost of the shares
purchased.
You will not realize any taxable income whenever certificates for
whole shares credited to your Plan Account are issued to you.
However, you will generally realize a taxable gain or loss when whole
shares credited to your Plan Account (whether purchased with
reinvested dividends or with optional cash payments) are sold. If you
receive a cash adjustment for a fractional share credited to your Plan
Account upon withdrawal from or termination of the Plan, you will also
generally realize a taxable gain or loss. The amount of such gain or
loss will be the difference between the amount that you receive for
your shares and your tax basis for those shares.
Generally, the gain or loss will be a capital gain or loss, and
it will be long-term or short-term depending on the holding period.
Currently, net long-term capital gains of certain taxpayers are taxed
at lower rates than other items of taxable income.
<PAGE> 18
Your tax basis for shares (including fractional shares) purchased
through the Plan will be equal to:
the amount of the reinvested cash dividends;
the amount of optional cash payments;
the amount of your initial investment, if made through the Plan;
and
the amount of any brokerage commissions paid by the Company on
your behalf.
Your holding period for shares purchased through the Plan will
begin on the day following the date on which those shares are credited
to your Plan Account.
Your tax basis and holding period for shares purchased outside
the Plan and deposited in your Plan Account will be the same as they
would have been had you continued to hold those shares outside the
Plan.
You should not be treated as receiving an additional taxable
distribution relating to your pro rata share of the Administrator's
fees or other costs of administering the Plan, most of which will be
paid by the Company. However, there can be no assurance that the
Internal Revenue Service ("IRS") will concur with this position. The
Company has no present plans to seek formal advice from the IRS on
this issue.
27. How are income tax withholding provisions applied to foreign
shareholders or other shareholders who are subject to backup
withholding?
In the case of those foreign shareholders who elect to have their
dividends reinvested pursuant to the Plan and whose dividends are
subject to United States income tax withholding or a shareholder
subject to backup withholding, the amount of the tax to be withheld
will be deducted from the amount of dividends to determine the amount
of dividends to be reinvested, and the amount of tax so withheld will
be included in the dividend income of the foreign participant or
participant subject to backup withholding.
28. Will I receive information needed for income tax purposes?
Yes. As a participant in the Plan, you will receive statements
on a regular basis advising you of purchases and sales of shares of
Common Stock. The statement received at year end will indicate the
purchase price of any shares purchased during the year with reinvested
dividends and any optional cash payments and the sale price of any
shares sold during the year. In addition, imputed income resulting
from brokerage commissions and fees paid by the Company for share
<PAGE> 19
purchases will also be shown on the year-end statement. Consequently,
the year-end statements should be retained for income tax purposes.
29. Should I obtain advice as to the income tax consequences of
participation in the Plan?
Yes. The above tax information is provided only as a guide. You
are advised to consult your own tax advisor as to the income tax
effect of participation in the Plan.
OTHER INFORMATION
30. What happens if the Company issues a stock dividend or declares a
stock split?
If the Company declares a stock dividend or stock split, the
number of shares of Common Stock distributable with respect to all the
shares of Common Stock that you own as of the record date will be
credited to your Plan Account on the date the stock dividend or stock
split is payable. This will include the additional shares
distributable with respect to the shares credited to your Plan
Account, as well as with respect to any shares registered in your name
and held outside the Plan.
31. How will the shares in my Plan Account be voted?
The shares you hold as a participant in the Plan will be added to
those shares, if any, which you hold of record so that you can vote
all your shares. You will be furnished with appropriate forms and
customary shareholder information (including proxy solicitation
materials) for use in voting shares held under the Plan.
32. What are the Company's responsibilities under the Plan?
In administering the Plan, the Company has the responsibility to
exercise ordinary care in any action taken or omitted pursuant to the
Plan, and it has only the duties, responsibilities or liabilities
expressly set forth in the Plan.
Neither the Company nor any independent broker it uses for open
market transactions will be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a participant's
Plan Account upon such participant's death prior to receipt of notice
in writing of such death, or arising out of the prices at which shares
are purchased or sold for a participant's Plan Account, the times when
such purchases or sales are made, or any change in the market value
before or after purchases or sales of shares through the Plan.
You should recognize that neither the Company nor its broker can
assure you of a profit or protect you against a loss on the shares
purchased or sold by them through the Plan.
<PAGE> 20
The Plan does not limit your right to bring an action under the
federal securities laws.
33. Can I pledge shares credited to my account?
No. Shares in a Plan Account may not be pledged or otherwise
encumbered unless withdrawn from the account.
34. What information should I furnish?
You must file with the Administrator, in writing, your post
office address, Social Security number and such documents, evidence or
other information as the Administrator considers necessary or
desirable for the purpose of administering the Plan. You should file
address changes promptly to insure timely receipt of account
statements.
35. Can the Company change or discontinue the Plan in full or for
participants with small accounts?
While the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend, terminate, or modify the Plan
at any time. Any such action will be announced to both participating
and nonparticipating shareholders. In addition, the Company reserves
the right to terminate participation for Plan Accounts less than $500
in value.
36. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan
as may be necessary or desirable in connection with the operation of
the Plan. The terms and conditions of the Plan, including the
Enrollment Authorization Form, and the operation of the Plan will be
governed by South Dakota law.
37. Who can I contact for more information regarding the Plan?
For information regarding the Plan or your Plan Account, or for
forms used for transactions under the Plan, you may contact the
Administrator as follows:
Northwestern Corporation
Shareholder Services
600 Market Street West
Huron, South Dakota 57350-1500
Telephone: 605-353-7603, 7604
Toll Free: 1-800-677-6716
Fax: 605-353-7631
Be sure to include a reference to the Plan in your correspondence.
You may also contact the Administrator through the Internet at
"[email protected]". The Administrator will make every
<PAGE> 21
effort to respond to messages forwarded on the Internet within one
business day.
USE OF PROCEEDS
The Company has no basis for estimating either the number of
shares of Common Stock that ultimately will be sold pursuant to the
Plan or the prices at which such shares will be sold. Except to the
extent shares of Common Stock are purchased directly from the Company,
the Company will receive no proceeds from the offering of Common Stock
through the Plan. To the extent shares are purchased from the
Company, the net proceeds from the sale of such shares will be added
to the general funds of the Company and used for its general corporate
purposes, including payment of a portion of the cost of the Company's
continuing construction program.
EXPERTS AND LEGAL OPINIONS
The financial statements and schedules incorporated by reference
in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The legality of the Common Stock of the Company offered hereby
will be passed upon for the Company by Schiff Hardin & Waite, 7200
Sears Tower, Chicago Illinois 60606.
WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any such reports,
statements or other information that the Company files at the SEC's
Public Reference Room at 450 Fifth Street, N.W., in Washington, D.C.
Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The Company's SEC filings are also available
from the New York Stock Exchange, from commercial document retrieval
services and from the Internet site maintained by the SEC at
http://www.sec.gov.
The SEC allows the Company to "incorporate by reference" into
this Prospectus the information it files with the SEC. This means
that important disclosures contained in the Company's SEC filings,
although not repeated in this Prospectus, are treated as being
included in this Prospectus, because the filings are listed below. As
more recent information is filed with the SEC, it will update and
supersede the information in the documents listed below. These more
recent filings also will be treated as being included in this
<PAGE> 22
Prospectus. The documents that are incorporated by reference include
the following:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-3 (registration no. 33-
60423), and any document filed which updates such description;
3. The description of the Company's Common Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A
dated December 11, 1996, and any document filed which updates such
description; and
4. Any future filings made by the Company with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended.
For information about the Plan or the Company, you should rely
only on the information contained or incorporated by reference in this
Prospectus. The Company has not authorized anyone else to provide you
with different or additional information. The information in this
Prospectus is accurate as of the date of the Prospectus. This
Prospectus may be updated by means of supplemental or revised
prospectuses and will be updated by the future filing of the Company's
reports with the SEC, described above.
The Company will provide, without charge, a copy of any or all of
the documents incorporated by reference in this Prospectus (but not
exhibits to such documents, unless the exhibits themselves are
specifically incorporated by reference in such documents). Requests
for copies should be sent to Jane Ramsell, Director - Shareholder
Services, Northwestern Corporation, 600 Market Street West, Huron,
South Dakota 57350-1500, telephone number: (605) 353-7603.
<PAGE> 23
<TABLE>
<S> <C>
CONTENTS NORTHWESTERN CORPORATION
Page
Summary .......................................... 5
Northwestern ..................................... 6
DIVIDEND REINVESTMENT AND
Dividend Reinvestment and DIRECT STOCK PURCHASE PLAN
Direct Stock Purchase Plan ..................... 8
Introduction ............................. 8
Administration ........................... 9
Participation ............................ 10
Optional Cash Payments ................... 11
Expenses Related to Purchases ............ 12
Purchases and Purchase Price ............. 12 COMMON STOCK
Reports to Participants .................. 13 (1.75 Par Value)
Dividends Paid on Shares
Held in the Plan ....................... 14 including related
Certificates for Shares .................. 14 Common Stock Purchase Rights
Sales and Sales Price .................... 15
Termination of Participation ............. 16
Federal Income Tax Information ........... 17
Other Information ........................ 19
Use Of Proceeds .................................. 21
PROSPECTUS
Experts and Legal Opinions ...................... 21
Where To Obtain Additional Information
About the Company? ............................. 21
May __, 1998
</TABLE>
<PAGE> 24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of
the securities covered hereby are estimated to be as follows:
Filing fee - Securities and Exchange
Commission .................................. $ 6,416
Printing and engraving ........................ $ 9,000
Legal fees and expenses ....................... $12,000
Accounting fees ............................... $ 1,000
Miscellaneous ................................. $ 1,584
-------
Total .................................... $30,000
=======
ITEM 15. 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 or 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 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, which
might be incurred by them in such capacities and against which they
cannot be indemnified by the registrant.
<PAGE> 25
ITEM 16. EXHIBITS.
The exhibits filed herewith or incorporated herein by reference
are set forth on the Exhibit Index filed as a part of this
Registration Statement.
ITEM 17. 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.
Notwithstanding the foregoing, 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%
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
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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; and
(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.
<PAGE> 26
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
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> 27
SIGNATURES
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-3 and has duly
caused this registration statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the City of Huron, State of
South Dakota, on the 1st day of April, 1998.
NORTHWESTERN PUBLIC SERVICE COMPANY
By /s/ Merle D. Lewis
-----------------------------------
Merle D. Lewis, Chairman,
President and Chief Executive
Officer
POWER OF ATTORNEY
Each director and officer of the Company whose signature appears
below hereby authorizes the agent for service named in the
registration statement to execute in the name of such person, and to
file, any amendment to the registration statement necessary or
advisable to enable the registrant to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, which amendment may make
such other changes in the registration statement as the agent for
service deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Date Signature and Title
April 1, 1998 By /s/ Merle D. Lewis
----------------------------------------
Merle D. Lewis, Chairman, President
and Chief Executive Officer
April 1, 1998 By /s/ Daniel K. Newell
----------------------------------------
Daniel K. Newell, Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
April 1, 1998 By /s/ David A. Monaghan
----------------------------------------
David A. Monaghan, Controller and
Treasurer (Principal Accounting Officer)
<PAGE> 28
April 1, 1998 By /s/ Randy G. Darcy
----------------------------------------
Randy G. Darcy, Director
April 1, 1998 By /s/ Gary G. Drook
----------------------------------------
Gary G. Drook, Director
April 1, 1998 By /s/ Richard R. Hylland
----------------------------------------
Richard R. Hylland, Director and Executive
Vice President
April 1, 1998 By /s/ Aelred J. Kurtenbach
----------------------------------------
Aelred J. Kurtenbach, Director
April 1, 1998 By /s/ Jerry W. Johnson
----------------------------------------
Jerry W. Johnson, Director
April 1, 1998 By /s/ Herman Lerdal
----------------------------------------
Herman Lerdal, Director
April 1, 1998 By /s/ Larry F. Ness
----------------------------------------
Larry F. Ness, Director
April 1, 1998 By /s/ Gary Olson
----------------------------------------
Gary Olson, Director
April 1, 1998 By /s/ Raymond M. Schutz
----------------------------------------
Raymond M. Schutz, Director
April 1, 1998 By /s/ Bruce I. Smith
----------------------------------------
Bruce I. Smith, Director
<PAGE> 29
EXHIBIT INDEX
The following documents are filed as part of the Registration
Statement or are incorporated by reference.
4(a)(1)
General Mortgage Indenture and Deed of Trust dated as of August 1,
1993, from the Company to The Chase Manhattan Bank (National
Association), as Trustee, is incorporated by reference to Exhibit 4(a)
of Form 8-K, dated August 16, 1993, Commission File No. 0-692.
4(a)(2)
Supplemental Indenture dated as of August 15, 1993, to the General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993,
executed by the Company to The Chase Manhattan Bank (National
Association), as Trustee, is incorporated by reference to Exhibit 4(b)
of Form 8-K, dated August 16, 1993, Commission File No. 0-692.
4(a)(3)
Supplemental Indenture dated August 1, 1995, to the General Mortgage
Indenture and Deed of Trust dated as of August 1, 1993, executed by
the Company to The Chase Manhattan Bank (National Association), as
Trustee, is incorporated by reference to Exhibit 4(b) of Form 8-K,
dated August 30, 1995, Commission File No. 0-692.
4(a)(4)
Supplemental Indentures dated September 1, 1995, to the General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993,
executed by the Company to The Chase Manhattan Bank (National
Association), as Trustee, are incorporated by reference to Exhibits
4(a)(5), 4(a)(6) and 4(a)(7) of Form 10-K, dated December 31, 1995,
Commission File No. 0-692.
4(b)(1)
Copy of Sale Agreement between Company and Mercer County, North
Dakota, dated June 1, 1993, related to issuance of Pollution Control
Refunding Revenue Bonds (Northwestern Public Service Company Project)
Series 1993, is incorporated by reference to Exhibit 4(b)(1) of
Registrant's report on Form 10-Q for the quarter ending June 30, 1993,
Commission File No. 0-692.
4(b)(2)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series
1993A, is incorporated by reference to Exhibit 4(b)(2) of Registrant's
<PAGE> 30
report on Form 10-Q for the quarter ending June 30, 1993, Commission
File No. 0-692.
4(b)(3)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series
1993B, is incorporated by reference to Exhibit 4(b)(3) of Registrant's
report on Form 10-Q for the quarter ending June 30, 1993, Commission
File No. 0-692.
4(b)(4)
Copy of Loan Agreement between Company and City of Salix, Iowa, dated
June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series
1993, is incorporated by reference to Exhibit 4(b)(4) of Registrant's
report on Form 10-Q for the quarter ending June 30, 1993, Commission
File No. 0-692.
4(b)(5)
Preferred Securities Guarantee Agreement, dated August 3, 1995,
between the Company and Wilmington Trust Company is incorporated by
reference to Exhibit 1(d) of Form 8-K, dated August 30, 1995,
Commission File No. 0-692.
4(b)(6)
Declaration of Trust of NWPS Capital Financing I is incorporated by
reference to Exhibit 4(d) of Form 8-K, dated August 30, 1995,
Commission File No. 0-692.
4(b)(7)
Amended and Restated Declaration of Trust of NWPS Capital Financing I
is incorporated by reference to Exhibit 4(e) of Form 8-K, dated August
30, 1995, Commission File No. 0-692.
4(b)(8)
Subordinated Debt Securities Indenture, dated August 1, 1995, between
the Company and The Chase Manhattan Bank (National Association), as
Trustee, is incorporated by reference to Exhibit 4(f) of Form 8-K,
dated August 30, 1995, Commission File No. 0-692.
4(b)(9)
First Supplemental Indenture, dated August 1, 1995, to the
Subordinated Debt Securities Indenture is incorporated by reference to
Exhibit 4(g) of Form 8-K, dated August 30, 1995, Commission File No.
0-692.
<PAGE> 31
5
Opinion of counsel re legality of securities being registered.
23.1
Consent of Arthur Andersen LLP.
23.2
Consent of counsel (included in the opinion filed as Exhibit 5).
24
Power of Attorney contained in signature page of Registration
Statement.
EXHIBIT 5
SCHIFF HARDIN & WAITE
- ---------------------
7300 Sears Tower
Chicago, IL 60606
April 17, 1998
Northwestern Public Service Company
33 Third Street SE
Huron, South Dakota 57350-1605
Gentlemen:
We have acted as counsel for Northwestern Public Service Company,
a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-3 (the
"Registration Statement") covering the issuance and sale by the
Company of an additional 1,000,000 shares of its Common Stock, $1.75
par value, and related Common Stock Purchase Rights (the "Shares"),
pursuant to its Dividend Reinvestment and Direct Stock Purchase Plan
(the "Plan").
We have examined such of the corporate records of the Company and
have made such inquiries and further investigations as we deemed
necessary in order to enable us to render this opinion. Based
thereon, we are of the opinion that:
The Shares have been duly and validly authorized and, subject to
receipt of an order of the Federal Energy Regulatory Commission ("FERC")
authorizing the issuance and sale of the Shares, the Shares, when issued
in exchange for the payment therefor as contemplated by the Plan (which
for purposes of this opinion we assume will never be less than the $1.75
per share par value of the Common Stock), will be legally issued, fully
paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption
"Experts and Legal Opinions" in the Prospectus forming a part of the
Registration Statement.
Respectfully submitted,
SCHIFF HARDIN & WAITE
BY: /s/ Robert J. Minkus
------------------------
Robert J. Minkus
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our reports and to all references to our Firm included in or made a
part of this registration statement.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 17, 1998
