Registration no. 333-58491
Filed pursuant to Rule 424(b)(5)
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED JULY 14, 1998
NORTHWESTERN CORPORATION
1,279,476 SHARES
COMMON STOCK
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This Prospectus Supplement supplements the Prospectus dated July 14,
1998 relating to, among other things, the resale by certain selling
stockholders (the "Sellers") of up to 1,279,476 shares of Common Stock, par
value $1.75 per share, of Northwestern Corporation (the "Company"). The
shares were or will be acquired by the Sellers upon the exercise of Stock
Purchase Warrants issued to the Sellers as described in the accompanying
Prospectus under the caption "Selling Stockholders."
A number of the Sellers identified in the accompanying Prospectus,
acting severally, have designated A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), a registered broker-dealer, as agent for the resale of the shares
of Common Stock owned by them (the "Shares"). The Shares will be sold in
private or block transactions on the New York Stock Exchange, or otherwise
at fixed prices which may be charged, at market prices prevailing at the
time of the sale, at prices related to such prevailing market prices, or at
negotiated prices. A.G. Edwards has agreed to use its best efforts to sell
the Shares on behalf of the respective Sellers. The respective Sellers
and/or A.G. Edwards may effect such transactions by selling the Shares to or
through other broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
respective Sellers, A.G. Edwards and/or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they may sell as
principal or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions). The Sellers and/or A.G. Edwards
and any broker-dealers that act in connection with the sale of the Shares
may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commissions received by (or discounts allowed to) them and
any profit on the resale of the Shares as principal may be deemed to be
underwriting discounts and commissions.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 16, 1998.<PAGE>
