AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 2000.
Registration No. 333-__________
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-3
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 organization) Identification No.)
125 S. DAKOTA AVENUE, SUITE 1100 ALAN D. DIETRICH
SIOUX FALLS, SD 57104 VICE PRESIDENT - LEGAL ADMINISTRATION
(605) 978-2908 NORTHWESTERN CORPORATION
125 S. DAKOTA AVENUE, SUITE 1100
SIOUX FALLS, SD 57104
(605) 978-2907
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including
registrant's principal executive offices) area code, of agent for service)
__________________________
Please send copies of all communications to:
ERIC R. JACOBSEN ROBERT J. MINKUS
VICE PRESIDENT, GENERAL COUNSEL SCHIFF HARDIN & WAITE
AND CHIEF LEGAL OFFICER 6600 SEARS TOWER
NORTHWESTERN CORPORATION
125 S. DAKOTA AVENUE, SUITE 1100 233 SOUTH WACKER DRIVE
SIOUX FALLS, SOUTH DAKOTA 57104 CHICAGO, ILLINOIS 60603
__________________________
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Class of Amount Maximum Proposed Maximum
Securities to be to be Offering Aggregate Amount of
Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------------- ---------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.75 PAR VALUE
PER SHARE (AND RELATED COMMON 212,895 $21.5625 $4,590,548.40 $1,211.90
STOCK PURCHASE RIGHTS)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on
the average of the high and low prices of the registrant's common
stock on November 15, 2000, as reported in the consolidated
reporting system. The value attributable to the common stock
purchase rights is reflected in the value attributable to the
common stock.
</TABLE>
__________________________
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.
======================================================================
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION RELATING TO THESE SECURITIES IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
NOT PERMITTED.
PROSPECTUS
NORTHWESTERN CORPORATION
212,895 SHARES OF COMMON STOCK
(INCLUDING RELATED COMMON STOCK PURCHASE RIGHTS)
_____________________
These shares may be offered and sold over time by the
stockholders named in this prospectus under the heading "Selling
Stockholders," by their pledgees or donees, or by other transferees
that receive the shares of common stock in transfers other than public
sales. All of the shares covered by this prospectus were issued to
the Selling Stockholders in connection with the repurchase from them
by our subsidiary, Blue Dot Services Inc., of shares of Blue Dot
capital stock. The Selling Stockholders had originally acquired Blue
Dot stock in connection with the sales of their businesses to Blue
Dot. We will not receive any part of the proceeds from the sale of
the shares covered by this prospectus.
Our common stock is listed on the New York Stock Exchange under
the symbol NOR.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE THESE
ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
We have been advised that sales of the shares of common stock
offered by this prospectus may be made from time to time by or for the
account of the Selling Stockholders on the New York Stock Exchange, in
the over-the-counter market, in private transactions, through broker-
dealers or otherwise. Any such sales will be made either at fixed
prices, at market prices prevailing at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Any
broker-dealer may either act as agent for the Selling Stockholders or
may purchase any of the shares as principal and, afterwards, may sell
those shares from time to time in transactions on the New York Stock
Exchange or in the over-the-counter market at prices prevailing at the
time of sale or at negotiated prices.
_____________________
The date of this prospectus is __________ __, 2000.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You
may read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at (800) SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the
public at the SEC's Internet site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
(1) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) Our Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 (as amended by our Form
10-Q/A filed on November 11, 2000) and September 30, 2000;
(3) Our Current Reports on Form 8-K dated April 3, 2000 and
October 2, 2000;
(4) The description of the common stock contained in our
registration statement on Form S-3 filed with the SEC on
June 21, 1995 (registration number 33-60423), including any
amendments or reports filed for the purpose of updating that
description; and
(5) The description of the related common stock purchase rights
contained in our registration statement on Form 8-A filed
with the SEC on December 11, 1996, including any amendments
or reports filed for the purpose of updating that
description.
In addition to the documents listed above, we also incorporate by
reference any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this registration statement until the Selling Stockholders
have sold all of the securities to which this prospectus relates or
the offering is otherwise terminated. Our subsequent filings with the
SEC will automatically update and supersede information in this
prospectus.
You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address and telephone number:
2
Alan D. Dietrich
Vice President - Legal Administration
NorthWestern Corporation
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
Telephone: (605) 978-2907
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information.
No offer of these securities is being made in any state where the
offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the
front of this document.
3
FORWARD-LOOKING STATEMENTS
Some of the matters discussed in this prospectus, in any
accompanying prospectus supplement and in the documents that we have
incorporated by reference into this prospectus may constitute forward-
looking statements within the meaning of the securities laws.
NorthWestern cautions that, while we believe these statements to be
based on reasonable assumptions and make them in good faith, there can
be no assurance that the actual results will not differ materially
from those assumptions or that the expectations set forth in the
forward-looking statements derived from those assumptions will be
realized. Investors should be aware that there are a number of
important factors which are difficult to predict and many of which are
beyond our control that could cause actual results to differ
materially from those implied by the forward-looking statements.
These factors include, but are not limited to:
* the adverse impact of unseasonal weather;
* developments in the federal and state regulatory
environment;
* the rate of growth in the service territories served by
NorthWestern and its subsidiaries and affiliates;
* the speed and degree to which competition enters our
industries;
* the timing and extent of changes in commodity prices;
* risks associated with acquisitions and integration of
acquired companies, including acquired companies not
performing to expectations, greater than anticipated
difficulties in achieving cost savings and synergies,
difficulties in integrating operations of acquired
companies and the loss of key management personnel;
* changes in customer usage patterns and preferences; and
* changing conditions in the economy, capital markets and
other factors.
NORTHWESTERN
NorthWestern and its partner entities are energy and communica-
tions providers to residential and business customers across North
America. Our energy division, NorthWestern Public Service, provides
electric and natural gas service and other value-added services to
over 125,000 customers in the upper Midwest. As of September 30,
2000, NorthWestern Public Service provided electricity to approxi-
mately 57,400 customers in 108 communities in South Dakota, with a
combined population of approximately 98,400 people, and natural
gas to approximately 80,000 customers in four Nebraska communities and
57 South Dakota communities, with a combined population of approxi-
mately 193,200 people, according to the 1990 census. In October 2000,
we announced that we entered into an agreement to acquire Montana
Power Company's electric and natural gas distribution business, which
was reported in NorthWestern's October 2, 2000 report on Form 8-K.
4
Through our majority-owned subsidiaries, we also own
approximately 30% of CornerStone Propane Partners, L.P., a publicly
traded master limited partnership, which we control through a
NorthWestern subsidiary that serves as managing general partner.
CornerStone serves more than 480,000 residential, commercial,
industrial and agricultural customers from 270 customer service
centers in 34 states as of September 30, 2000. CornerStone also
participates in the supply, marketing and distribution of propane,
other natural gas liquids, crude oil and natural gas to other
resellers of propane and end-users through its Coast Energy Group
operation. In addition, we own majority interests in Expanets, Inc.,
a nationwide provider of integrated communication and data solutions
and network services to small and medium-sized businesses, with
operations at 213 locations in all 50 states, and Blue Dot Services
Inc., a nationwide provider of air conditioning, heating, plumbing and
related services with operations at 73 locations in 26 states.
We were incorporated in Delaware in 1923. Our principal
executive offices are located at 125 S. Dakota Avenue, Sioux Falls,
South Dakota 57104. Our telephone number is (605) 978-2908. We
maintain an Internet site at http://www.northwestern.com which
contains information concerning us and our subsidiaries. The
information contained on our Internet site is not incorporated by
reference in this prospectus and should not be considered a part of
this prospectus.
SELLING STOCKHOLDERS
The shares of common stock covered by this prospectus are being
offered by or for the accounts of the Selling Stockholders.
The table below sets forth certain information as of November 30,
2000, regarding the ownership of NorthWestern's common stock by the
Selling Stockholders and as adjusted to give effect to the sale of the
shares covered by this prospectus. The Selling Stockholders do not
hold any stock options to acquire NorthWestern's common stock.
<TABLE>
<CAPTION>
Number of Number of
Shares Owned Prior Shares Shares Owned
Selling Stockholders To Offering Offered After Offering (1)
--------------------- ------------------ ------- -------------------
<S> <C> <C> <C>
Theodore Ferrara 58,203 58,203 0
Todd Ferrara 58,203 58,203 0
Rosemary A. Gaylor 4,237 4,237 0
Christopher E. Margarites 37,410 37,410 0
Mark Wm. Shavitz 38,937 38,937 0
Kenneth M. Stensland 15,905 15,905 0
</TABLE>
________________
(1) Assumes that the Selling Stockholders will sell all of the shares
being offered for sale under this prospectus. There can be no
assurance that the Selling Stockholders will sell all or any of
the shares being offered for sale under this prospectus.
5
The Selling Stockholders acquired their shares on November 30,
2000 in connection with the repurchase from them by Blue Dot Services
Inc. (f/k/a ServiCenter USA, Inc.), an indirect subsidiary of
NorthWestern, of certain shares of capital stock previously issued by
Blue Dot to the Selling Stockholders. The Selling Stockholders had
originally acquired shares of Blue Dot stock in connection with the
sales of their respective businesses to Blue Dot (or, in the case of
Ms. Gaylor, the sale of her then spouse's business to Blue Dot). None
of the Selling Stockholders nor any of their affiliates has had within
the past three years any material relationship with us or any of our
affiliates, except that each of the Selling Stockholders (other than
Ms. Gaylor) was employed by Blue Dot or one of its subsidiaries
following the acquisition of his respective business by Blue Dot, and
Theodore and Todd Ferrara remain so employed.
As of November 30, 2000, the Selling Stockholders owned an
aggregate of 212,895 shares of NorthWestern's common stock, all of
which may be offered for sale under this prospectus. As provided in
Blue Dot's agreements with certain of the Selling Stockholders, we
have agreed to keep the registration statement of which this
prospectus forms a part effective until such time as the Selling
Stockholders may freely sell any unsold shares in reliance on Rule
144(k) under the Securities Act of 1933.
USE OF PROCEEDS
The Selling Stockholders will receive all of the proceeds from
sales of the shares, and we will not receive any proceeds from the
sale of the shares.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the Selling
Stockholders. As used in this prospectus, "Selling Stockholders"
includes donees and pledgees, transferees or other successors-in-
interest selling shares received from a named Selling Stockholder as a
gift, pledge or other non-sale related transfer after the date of this
prospectus. We or Blue Dot will pay all costs, expenses and fees in
connection with the registration of the shares offered by this
prospectus. The Selling Stockholders will pay brokerage commissions
and similar selling expenses, if any, attributable to the sale of
shares. The Selling Stockholders may sell shares from time to time in
one or more types of transactions (which may include block
transactions) on the NYSE, in the over-the-counter market, in
negotiated transactions, through put or call options transactions
6
relating to the shares, through short sales of shares or a combination
of such methods of sale, at market prices prevailing at the time of
sale or at negotiated prices. These transactions may or may not
involve brokers or dealers. Each of the Selling Stockholders has
advised us that he or she has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of his or her shares, and no underwriter or
coordinating broker is acting in connection with the proposed sale of
shares by any Selling Stockholder.
The Selling Stockholders may effect these transactions by selling
shares directly to purchasers or to or through broker-dealers, which
may act as agents or principals. These broker-dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of shares for whom the
broker-dealers may act as agents or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in
excess of customary commissions).
The Selling Stockholders and any broker-dealers that act in
connection with the sale of shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act of 1933, and any commissions received by these broker-dealers and
any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The Selling Stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Because a Selling Stockholder may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities
Act, the Selling Stockholders will be subject to the prospectus
delivery requirements of the Securities Act, which may include
delivery through the facilities of the New York Stock Exchange
pursuant to Rule 153 under the Securities Act. We have informed the
Selling Stockholders that the anti-manipulative provisions of
Regulation M under the Securities Exchange Act of 1934 may apply to
their sale of shares in the market.
The Selling Stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided the Selling Stockholders meet the criteria
and conform to the requirements of that Rule.
Upon notification by the Selling Stockholders that any material
arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker or dealer, we will
file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act, disclosing (1) the name of each
Selling Stockholder and of the participating broker-dealer, (2) the
7
number of shares involved, (3) the price at which those shares were
sold, (4) the commissions paid or discounts or concessions allowed to
the broker-dealer, where applicable, (5) that the broker-dealer did
not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus and (6) other facts
material to the transaction. In addition, upon notification to us by
a Selling Shareholder that a donee, pledgee, transferee or other
successor-in-interest intends to sell more than 500 shares, we will
file a supplement to this prospectus.
LEGAL OPINION
Alan D. Dietrich, Vice President - Legal Administration of
NorthWestern will pass upon the validity of the shares offered by this
prospectus. As of November 21, 2000, Mr. Dietrich beneficially owned
46,919 shares of NorthWestern's common stock, including 27,638 shares
issuable pursuant to the NorthWestern Corporation Stock Option and
Incentive Plan.
EXPERTS
The audited financial statements and schedules included in our
1999 Annual Report on Form 10-K, incorporated by reference in this
prospectus, 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.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the estimated amounts of expenses
to be borne by us or Blue Dot in connection with the offering
described in this registration statement:
SEC registration fee . . . . . . . . . . . . . . . . . . $ 1,212
Printing and engraving expenses . . . . . . . . . 4,000
Accounting fees and expenses . . . . . . . . . . . 3,000
Legal fees and expenses . . . . . . . . . . . . . 8,000
Miscellaneous expenses . . . . . . . . . . . . . . 788
---------
Total . . . . . . . . . . . . . . $ 17,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of NorthWestern Corporation provide for
indemnification by NorthWestern 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 NorthWestern, 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 NorthWestern's best interest. NorthWestern 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 NorthWestern 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 NorthWestern 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 NorthWestern.
II-1
ITEM 16. EXHIBITS.
A list of the exhibits filed herewith or incorporated by
reference is set forth in the Index to Exhibits which is incorporated
herein by reference. Pursuant to Item 601(b)(4)(iii)(A) of Regulation
S-K, the Registrant is not filing certain documents. The undersigned
registrant agrees to furnish a copy of each such document upon request
of the SEC.
ITEM 17. UNDERTAKINGS.
(a) 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 SEC pursuant to
Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a
20 percent 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 (a)(1)(i) and
(a)(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 SEC 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.
II-2
(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.
(b) 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 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.
(c) 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 SEC 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
II-3
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 the requirements for filing on Form S-3 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 this 22nd day of November, 2000.
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 director and officer of NorthWestern 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
---- -------------------
November 22, 2000 /s/ M. D. Lewis
--------------------------
M. D. Lewis, Chairman and
Chief Executive Officer
November 22, 2000 /s/ R. R. Hylland
--------------------------
R. R. Hylland, President,
Chief Operating Officer and
Director
II-4
DATE SIGNATURE AND TITLE
---- -------------------
November 22, 2000 /s/ D. K. Newell
--------------------------
D. K. Newell, Senior Vice
President - Finance and
Chief Financial Officer
November 22, 2000 /s/ David A. Monaghan
--------------------------
David A. Monaghan,
Controller and Treasurer
(Principal Accounting
Officer)
November __, 2000 ___________________________
John C. Charters, Director
November __, 2000 ___________________________
Randy G. Darcy, Director
November 22, 2000 /s/ Gary G. Drook
---------------------------
Gary G. Drook, Director
November 22, 2000 /s/ Jerry W. Johnson
---------------------------
Jerry W. Johnson, Director
November 22, 2000 /s/ Larry F. Ness
---------------------------
Larry F. Ness, Director
November 22, 2000 /s/ Marilyn R. Seymann
---------------------------
Marilyn R. Seymann,
Director
November 22, 2000 Bruce I. Smith
---------------------------
Bruce I. Smith, Director
II-5
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Copy of Rights Agreement, dated as of December 11, 1996,
between NorthWestern and Norwest Bank Minnesota, N.A.,
as Rights Agent, is incorporated by reference to Exhibit I
to Form 8-A, dated December 13, 1996, Commission File
No. 0-692.
4.2 Copy of Credit Agreement, dated as of June 10, 1999, among
NorthWestern, several lenders and Canadian Imperial Bank of
Commerce, as Agent, is incorporated by reference to Exhibit
4(d) to Form 10-K for the fiscal year ended December 31,
1999, Commission File No. 01-10499.
* 5.1 Opinion of Counsel.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Alan D. Dietrich is contained in his opinion
filed as Exhibit 5.1
*24.1 Powers of Attorney are contained in the signature page of
Registration Statement.
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* Filed with this registration statement
