As filed with the Securities and Exchange Commission on June 16, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NORTHWESTERN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 46-0172280
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
125 SOUTH DAKOTA AVENUE, SUITE 1100
SIOUX FALLS, SOUTH DAKOTA 57104-6403
(Address of principal executive offices, including zip code)
(605) 978-2908
(Registrant's telephone number)
NORTHWESTERN
TEAM MEMBER STOCK PURCHASE PLAN
(Full title of the plan)
ALAN D. DIETRICH
VICE PRESIDENT - LEGAL ADMINISTRATION AND CORPORATE SECRETARY
NORTHWESTERN CORPORATION
125 SOUTH DAKOTA AVENUE, SUITE 1100
SIOUX FALLS, SOUTH DAKOTA 57104-6403
(Name and address of agent for service)
(605) 978-2908
(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
maximum Proposed
Amount offering maximum
Title of Securities to be to be price aggregate Amount of
Registered registered per share offering price registration fee
(1) (1) (1)
<S> <C> <C> <C> <C>
Common Stock, par value $1.75 1,000,000 $25.125 $25,125,000 $6,985
per share (including related
Common Stock purchase rights)
Interests in the Plan (2) (2) (2) (2)
(1) Estimated on the basis of $25.125 per share, the average of the
high and low prices of the Common Stock on June 11, 1999, as
reported on the New York Stock Exchange 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 Team Member Stock Purchase Plan for which no separate
fee is required.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Northwestern
Corporation (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999;
(c) The description of the Registrant's Common Stock 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; and
(d) The description of the Registrant's Common Stock Purchase
Rights contained in the Registrant's Registration Statement
on Form 8-A filed with the Commission on December 11, 1996.
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.
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.
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.
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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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
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.
(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 the 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.
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
Sioux Falls, State of South Dakota, on May 5, 1999.
NORTHWESTERN CORPORATION
(Registrant)
By:/s/Merle D. Lewis
----------------------------------
Merle D. Lewis
Chairman of the Board of Directors
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Merle D. Lewis Chairman of the Board May 5, 1999
-------------- of Directors and Chief
Merle D. Lewis Executive Officer and Director
(Principal Executive Officer)
/s/Richard R. Hylland Director, President and May 5, 1999
------------------ Chief Operating Officer
Richard R. Hylland
/s/Daniel K. Newell Vice President-Finance and May 5, 1999
---------------- Chief Financial Officer (Principal
Daniel K. Newell Financial Officer)
/s/David A. Monaghan Controller and Treasurer May 5, 1999
----------------- (Principal Accounting Officer)
David A. Monaghan
/s/Randy G. Darcy Director May 5, 1999
--------------
Randy G. Darcy
/s/Gary G. Drook Director May 5, 1999
-------------
Gary G. Drook
/s/Jerry W. Johnson Director May 5, 1999
----------------
Jerry W. Johnson
/s/Aelred J. Kurtenbach Director May 5, 1999
--------------------
Aelred J. Kurtenbach
/s/Larry F. Ness Director May 5, 1999
-------------
Larry F. Ness
/s/Gary Olson Director May 5, 1999
----------
Gary Olson
/s/ Bruce I. Smith Director May 5, 1999
--------------
Bruce I. Smith
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Nominating and Compensation Committee, as administrator for
the Plan, has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Sioux Falls, State of South Dakota, on June 14, 1999.
NORTHWESTERN TEAM MEMBER STOCK PURCHASE PLAN
By: /s/ Jerry W. Johnson
---------------------------------
Jerry W. Johnson
Committee Member
/s/ Gary G. Drook
---------------------------------
Gary G. Drook
Committee Member
/s/ Larry F. Ness
---------------------------------
Larry F. Ness
Committee Member
/s/ Randy G. Darcy
---------------------------------
Randy G. Darcy
Committee Member
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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
June 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
RE: NORTHWESTERN CORPORATION - REGISTRATION STATEMENT
ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Northwestern Corporation, a Delaware
corporation (the "Corporation"), in connection with the Corporation's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and sale by the Corporation of
1,000,000 shares of its common stock, $1.75 par value (including
related common stock purchase rights) (the "Common Stock"), as more
fully described in the Registration Statement, through the
Northwestern Team Member Stock Purchase Plan (the "Plan").
In this connection, we have examined such documents and have made
such 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 Common
Stock has been duly authorized and, when issued upon payment therefor,
as contemplated in the Registration Statement and the Plan, 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
------------------------------
Neal A. Mancoff
EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 29, 1999, included or incoporated by reference
in NorthWestern Corporation's Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
------------------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 16, 1999
