SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year period ended DECEMBER 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
ACT OF 1934 [No Fee Required]
For the transition period from ________ to _________
Commission File No. 0-692
NORTHWESTERN CORPORATION
(formerly known as NORTHWESTERN PUBLIC SERVICE COMPANY)
DELAWARE 46-0172280
(State of Incorporation) (IRS Employer Identification No.)
33 THIRD STREET SE
HURON, SOUTH DAKOTA 57350-1318
(Address of principal office) (Zip Code)
605-352-8411
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK $1.75 PAR VALUE AND NEW YORK STOCK EXCHANGE
RELATED COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
COMPANY OBLIGATED MANDATORILY REDEEMABLE
SECURITY OF TRUST OF HOLDING SOLELY PARENT
DEBENTURES, $25.00 LIQUIDATION AMOUNT
COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
(Title of each class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK, PAR VALUE $100
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant:
$ 410,378,052 as of FEBRUARY 18, 1998
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
COMMON STOCK, PAR VALUE $1.75
17,842,524 SHARES OUTSTANDING AT MAY 10, 1998
DOCUMENTS INCORPORATED BY REFERENCE
1997 Annual report to Stockholders..........Parts I and II
Proxy Statement for 1998 Annual Meeting..........Parts I and III
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT 1934
NORTHWESTERN CORPORATION
(Formerly known as Northwestern Public Service Company)
AMENDMENT NO. 1
EXHIBIT 99.1 Northwestern Public Service Company
Employee Stock Ownership Plan
EXHIBIT 99.2 Northwestern Public Service Company
Variable Investment Plan (401K)
EXHIBIT 99.3 Northwestern Public Service Company
Supplemental Variable Investment Plan
The undersigned registrant hereby amends the Exhibit Index to Annual Report
on Form 10-K for Year Ended December 31, 1997 as set forth in the pages
attached hereto, pursuant to Rule 15d-21.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHWESTERN CORPORATION
/s/D.A. Monaghan
___________________________________
Treasurer & Controller
</PAGE>
<PAGE>
SIGNATURES
Pursuant to the Requirement of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
NORTHWESTERN CORPORATION
By: /s/D. A. Monaghan
__________________________
Treasurer & Controller
July 15, 1998
</PAGE>
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES ACT OF 1934 (No Fee Required)
For the transition period from ________ to _________
COMMISSION FILE NO. 0-692
A. Title of Plan
NORTHWESTERN PUBLIC SERVICE COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
B. Name and Address if Principal Executive Officer of
Issuer of Securities Held Pursuant to Plan
NORTHWESTERN CORPORATION
33 THIRD STREET SE
HURON, SOUTH DAKOTA 57350-1318
EXHIBIT INDEX
The following financial statements are attached and are incorporated herein
by reference:
Exhibit 99.1
1. Audited Statement of Financial Condition,
December 31, 1997 and 1996
2. Audited Statement of Income and Changes in Plan Equity
of the years ended December 31, 1997, 1996, and 1995
3. Notes to Financial Statements
EXHIBIT 99.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES ACT OF 1934 (No Fee Required)
For the transition period from ________ to _________
COMMISSION FILE NO. 0-692
A. Title of Plan
NORTHWESTERN PUBLIC SERVICE COMPANY
VARIABLE INVESTMENT PLAN (401K)
B. Name and Address if Principal Executive Officer of
Issuer of Securities Held Pursuant to Plan
NORTHWESTERN CORPORATION
33 THIRD STREET SE
HURON, SOUTH DAKOTA 57350-1318
EXHIBIT INDEX
The following financial statements are attached and are incorporated herein
by reference:
Exhibit 99.2
1. Audited Statement of Financial Condition,
December 31, 1997 and 1996
2. Audited Statement of Income and Changes in Plan Equity
of the year ended December 31, 1997
3. Notes to Financial Statements
EXHIBIT 99.3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES ACT OF 1934 (No Fee Required)
For the transition period from ________ to _________
COMMISSION FILE NO. 0-692
A. Title of Plan
NORTHWESTERN PUBLIC SERVICE COMPANY
SUPPLEMENTAL VARIABLE INVESTMENT PLAN
B. Name and Address if Principal Executive Officer of
Issuer of Securities Held Pursuant to Plan
NORTHWESTERN CORPORATION
33 THIRD STREET SE
HURON, SOUTH DAKOTA 57350-1318
EXHIBIT INDEX
The following financial statements are attached and are incorporated herein
by reference:
Exhibit 99.3
1. Audited Statement of Financial Condition,
December 31, 1997
2. Audited Statement of Income and Changes in Plan Equity
of the year ended December 31, 1997
3. Notes to Financial Statements
