SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): October 26, 1998
NORTHWESTERN CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-692 46-0172280
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
125 S. Dakota Avenue, Suite 1100, Sioux Falls, SD 57104
(Address of principal executive office) (Zip Code)
(605) 978-2908
(Registrant's telephone number, including area code)
33 Third Street SE, Huron, SD 57350
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
1. On October 26, 1998, NorthWestern Corporation announced its
earnings for the quarter and the nine months ended September 30, 1998.
A copy of NorthWestern's press release relating to its earnings
announcement is filed as an exhibit to this report.
2. Also on October 26, 1998, NorthWestern filed a preliminary
prospectus supplement under its existing shelf registration statement
relating to the offering of 3,000,000 shares of its Common Stock. The
preliminary prospectus supplement discloses NorthWestern's intent to
offer up to $50 million of Trust Preferred Securities through a
subsidiary trust, and up to $100 million of Senior Debt Securities,
immediately after completion of the Common Stock offering.
Consummation of the common stock offering is not conditioned upon
completion of the proposed offerings. A copy of NorthWestern's press
release relating to the offerings is filed as an exhibit to this
report.
3. NorthWestern's principal offices have moved from Huron,
South Dakota, to Sioux Falls, South Dakota. The new address is 125 S.
Dakota Avenue, Suite 1100, Sioux Falls, South Dakota 57104, and the
new telephone number is (605) 978-2908.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Press release issued October 26, 1998 announcing
September 30, 1998 quarterly and year-to-date earnings
for NorthWestern Corporation.
99.2 Press release issued October 26, 1998 announcing
underwritten public offering of 3,000,000 shares of
common stock of NorthWestern Corporation.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NORTHWESTERN CORPORATION
(Registrant)
By: /s/ Daniel K. Newell
Title: Vice President - Finance &
Chief Financial Officer
Date: October 26, 1998
EXHIBIT 99.1
IMMEDIATE RELEASE CONTACT:
Sioux Falls, South Dakota Rogene Thaden, V.P.-Communications
October 26, 1998 605-978-2904
NORTHWESTERN RECORDS HIGHER THIRD QUARTER EPS
RECORD GROWTH CONTINUES; ANNUAL DIVIDEND INCREASES BY 6.2%
SIOUX FALLS, S.D. -- NorthWestern reported net income of $4.6
million for the quarter ended September 30, 1998, representing a 23.1%
increase over the $3.7 million earned in the third quarter of 1997.
Basic earnings per common share increased 23.5% to 21 cents per common
share in the third quarter of 1998 from 17 cents a year earlier.
Diluted earnings per common share was 20 cents per common share,
compared with 17 cents for the third quarter of 1997.
For the first nine months of 1998, net income was $18.9 million
compared to $17.4 million for the same period in 1997. Basic earnings
per common share increased 9.3% to 94 cents per common share from 86
cents in 1997. Diluted earnings per common share was 93 cents per
common share, compared with 86 cents in the same period a year ago.
The increase in revenues and earnings was primarily attributed to
strong growth from strategic acquisitions and development activities
and increased sales in the company's electric service area.
"NorthWestern had a very solid performance for the third quarter,
reflecting internal growth and growth through strategic acquisitions,"
said Merle D. Lewis, NorthWestern Corporation's chairman and CEO. "We
are particularly pleased by the 23% growth in net income which we
believe is a solid confirmation of our growth strategies and an
indication that 1998 will be another record-breaking year."
Lewis also noted that the third quarter reflects a substantial
level of growth through acquisitions. Strategic acquisitions,
particularly in growth-oriented service and solutions sectors, play a
significant role in NorthWestern's growth plans and in long-term
opportunities to capture a greater share of the growing global service
and solutions marketplace.
During the quarter, two of NorthWestern's growth-oriented service
and solutions entities made sizeable acquisition announcements.
Communication Systems USA, a national provider of communications, data
and integrated solutions announced closed or pending acquisitions to
acquire companies with annual revenues in excess of $240 million. Blue
Dot., a national provider of heating, ventilating, air conditioning,
plumbing and related services, announced closed or pending
<PAGE> 5
acquisitions with revenues totaling $220 million. NorthWestern's
growth strategies are targeted at activities that will generate
earnings growth, expand its customer base, and increase value-added
product and service offerings by focusing on customers' expectations
for expanded service and solutions, convenience and value.
"Communication Systems USA and Blue Dot. have substantially
exceeded our growth expectations for 1998," said Richard R. Hylland,
president and COO, noting that both companies are in two of the
fastest-growing service and solutions sectors in the U.S. "The
addition of these entities to NorthWestern's growing service and
solutions businesses enables us to capitalize on a rapidly changing
customer environment with greater innovation, value and competitive
advantage. Today we have in place substantial components for
successfully expanding our service and solutions businesses well into
the future," said Hylland.
On October 8, NorthWestern announced an annual dividend increase
of 6 cents (6.2%) to $1.03 annually. NorthWestern has increased
dividends for 15 consecutive years and paid dividends for 52
consecutive years on its common stock. The growth in dividends
parallels NorthWestern's entry into rapidly expanding service and
solutions businesses along with the resulting substantial growth in
both entity value and strong cash flow. NorthWestern's dividend payout
ratio has declined for five consecutive years.
<TABLE>
<CAPTION>
NORTHWESTERN CORPORATION
(in thousands, except per share amounts)
(consolidated)
QUARTER ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
----------------------------- ------------------------------
1998 1997 % Change 1998 1997 % Change
--------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES* $ 195,561 $ 185,084 5.7% $ 663,811 $ 634,941 4.5%
NET INCOME $ 4,582 $ 3,722 23.1% $ 18,941 $ 17,403 8.8%
EARNINGS ON
COMMON STOCK $ 3,874 $ 3,014 28.5% $ 16,817 $ 15,258 10.2%
BASIC EARNINGS PER
COMMON SHARE $ .21 $ .17 23.5% $ .94 $ .86 9.3%
DILUTED EARNINGS
PER COMMON
SHARE $ .20 $ .17 17.6% $ .93 $ .86 8.1%
* Excludes revenues from unconsolidated, affiliated companies Communication
Systems USA and Blue Dot.
</TABLE>
NorthWestern Corporation (NYSE:NOR) is a leading provider of
services and solutions to customers across America. In addition to
NorthWestern Public Service, a provider of electric and natural gas
<PAGE> 6
service to Midwestern customers, the Company holds interests in
Cornerstone (NYSE:CNO), the nation's fifth largest retail propane
distribution entity. Through its wholly owned subsidiary, NorthWestern
holds interests in Communication Systems USA, a national provider of
integrated communication and data solutions and network services, and
Blue Dot., a national provider of heating, air conditioning, plumbing
and related services. NorthWestern is also engaged in other service
and nonenergy-related businesses. Information about NorthWestern is
available on the Internet at http://www.northwestern.com.
This press release may contain forward-looking statements that
involve inherent risks and uncertainties. A number of important
factors which are difficult to predict and many of which are beyond
the control of the Company could cause actual results to differ
materially from those in the forward-looking statements. These factors
include, but are not limited to, weather, the federal and state
regulatory environment, regional, commercial, industrial and
residential growth in the service territories served by the Company
and its subsidiaries and affiliates, the speed and degree to which
competition enters the Company's industries, the timing and extent of
changes in commodity prices, risks associated with acquisitions and
integration of acquired companies, fluctuations in operating results,
competition, the economic climate, customers' usage patterns and
preferences, changing conditions in the capital and equity markets and
other uncertainties.
# # #
EXHIBIT 99.2
IMMEDIATE RELEASE CONTACT:
Sioux Falls, South Dakota Rogene Thaden, V.P.-Communications
October 26, 1998 605-978-2904
NORTHWESTERN ANNOUNCES COMMON STOCK OFFERING
SIOUX FALLS, S.D. -- NorthWestern Corporation (NYSE: NOR)
announced that it is filing a preliminary prospectus supplement for
the public offering of 3,000,000 additional shares of its common
stock, with an over-allotment option of 450,000 shares. The offering
will be made through a group of underwriters represented by Morgan
Stanley Dean Witter, CIBC Oppenheimer, A.G. Edwards & Sons, Inc. and
PaineWebber Incorporated.
NorthWestern also stated that, immediately after it completes its
common stock offering, it intends to offer up to $50 million of Trust
Preferred Securities through a subsidiary trust, and up to $100
million of Senior Debt Securities, in underwritten offerings pursuant
to separate prospectus supplements. However, completion of the common
stock offering is not conditioned upon either of these proposed
offerings. All three offerings are under NorthWestern's existing
shelf registration statement.
Net proceeds of the sales will be used for general corporate
purposes and to repay short-term indebtedness.
This communication does not constitute an offer to sell or a
solicitation of an offer to buy securities. Such an offer can be made
only through the preliminary prospectus supplement and related
prospectus, which can be obtained from the underwriters.
NorthWestern is a leading services and solutions provider to
customers across America. In addition to NorthWestern Public Service,
a provider of electric and natural gas service to Midwestern
customers, the Company holds interests in Cornerstone (NYSE:CNO), the
nation's fifth largest retail propane distributor. Through its wholly
owned subsidiary, NorthWestern holds interests in Communication
Systems USA, a national provider of integrated communication and data
solutions and network services, and Blue Dot., a national provider of
heating, air conditioning, plumbing and related services.
NorthWestern is also engaged in other service and nonenergy-related
businesses. Information about NorthWestern is available on the
Internet at http://www.northwestern.com.
This press release may contain forward-looking statements that
involve inherent risks and uncertainties. A number of important
factors which are difficult to predict and many of which are beyond
the control of the Company could cause actual results to differ
<PAGE> 8
materially from those in the forward-looking statements. These factors
include, but are not limited to, weather, the federal and state
regulatory environment, regional, commercial, industrial and
residential growth in the service territories served by the Company
and its subsidiaries and affiliates, the speed and degree to which
competition enters the Company's industries, the timing and extent of
changes in commodity prices, risks associated with acquisitions and
integration of acquired companies, fluctuations in operating results,
competition, the economic climate, customers' usage patterns and
preferences, changing conditions in the capital and equity markets and
other uncertainties.
# # #
