![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northwestern (MM) | NASDAQ:NWEC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.82 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ZLP Master Opportunity Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,415,757 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,415,757 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,415,757 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO -------------------------------------------------------------------------------- |
CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zimmer Lucas Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,691,853 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,691,853 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,691,853 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.96% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO -------------------------------------------------------------------------------- |
CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stuart J. Zimmer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 75 6. SHARED VOTING POWER 3,691,853 7. SOLE DISPOSITIVE POWER 75 8. SHARED DISPOSITIVE POWER 3,691,853 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,691,928 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.96% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN -------------------------------------------------------------------------------- |
CUSIP No. 668074305 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Craig M. Lucas 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,691,853 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,691,853 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,691,853 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.96% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN -------------------------------------------------------------------------------- |
CUSIP No. 668074305 --------------------- Item 1(a). Name of Issuer: NorthWestern Corporation -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 125 S. Dakota Avenue Sioux Falls, South Dakota -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: ZLP Master Opportunity Fund, Ltd. - Cayman Islands c/o Ogier Fiduciary Services (Cayman) Limited Queensgate House South Church Street P.O. Box 1234GT George Town, Grand Cayman Cayman Islands, B.W.I. Zimmer Lucas Capital, LLC - Delaware Stuart J. Zimmer - U.S.A. Craig M. Lucas - U.S.A. 45 Broadway - 28th floor New York, New York 10006 United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, Par Value $.01 -------------------------------------------------------------------- (e). CUSIP Number: 668074305 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: ZLP Master Opportunity Fund, Ltd. - 2,415,757 Zimmer Lucas Capital, LLC - 3,691,853 Stuart J. Zimmer - 3,691,928 Craig M. Lucas - 3,691,853 ---------------------------------------------------------------------- (b) Percent of class: ZLP Master Opportunity Fund, Ltd. - 6.5% Zimmer Lucas Capital, LLC - 9.96% Stuart J. Zimmer - 9.96% Craig M. Lucas - 9.96% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: ZLP Master Opportunity Fund, Ltd. - 0 Zimmer Lucas Capital, LLC - 0 Stuart J. Zimmer - 75 Craig M. Lucas - 0 (ii) Shared power to vote or to direct the vote: ZLP Master Opportunity Fund, Ltd. - 2,415,757 Zimmer Lucas Capital, LLC - 3,691,853 Stuart J. Zimmer - 3,691,853 Craig M. Lucas - 3,691,853 (iii) Sole power to dispose or to direct the disposition of: ZLP Master Opportunity Fund, Ltd. - 0 Zimmer Lucas Capital, LLC - 0 Stuart J. Zimmer - 75 Craig M. Lucas - 0 (iv) Shared power to dispose or to direct the disposition of: ZLP Master Opportunity Fund, Ltd. - 2,415,757 Zimmer Lucas Capital, LLC - 3,691,853 Stuart J. Zimmer - 3,691,853 Craig M. Lucas - 3,691,853 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ZLP Master Opportunity Fund Ltd.* By: /s/ Stuart J. Zimmer ----------------------------------------- Managing Member of the Management Company Zimmer Lucas Capital, LLC* By: /s/ Stuart J. Zimmer ----------------------------------- Managing Member By: /s/ Craig M. Lucas ----------------------------------- Managing Member Stuart J. Zimmer* /s/ Stuart J. Zimmer ----------------------------------- Stuart J. Zimmer Craig M. Lucas* /s/ Craig M. Lucas ----------------------------------- Craig M. Lucas February 14, 2008 *The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. |
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment dated February 14, 2008 relating to the Common Stock, Par Value $.01, of NorthWestern Corporation shall be filed on behalf of the undersigned.
ZLP Master Opportunity Fund Ltd.*
By: /s/ Stuart J. Zimmer ----------------------------------- Managing Member of the Management Company |
Zimmer Lucas Capital, LLC*
By: /s/ Stuart J. Zimmer ----------------------------------- Managing Member By: /s/ Craig M. Lucas ----------------------------------- Managing Member |
Stuart J. Zimmer*
/s/ Stuart J. Zimmer ----------------------------------- Stuart J. Zimmer |
Craig M. Lucas*
/s/ Craig M. Lucas ----------------------------------- Craig M. Lucas |
*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
SK 02192 0002 852512
1 Year Northwestern (MM) Chart |
1 Month Northwestern (MM) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions