CUSIP No. 668074305
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Item 1(a). Name of Issuer:
NorthWestern Corporation
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(b). Address of Issuer's Principal Executive Offices:
125 S. Dakota Avenue
Sioux Falls, South Dakota
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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
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(d). Title of Class of Securities:
Common Stock, Par Value $.01
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(e). CUSIP Number:
668074305
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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
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(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%
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(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
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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
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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
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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
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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
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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
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Managing Member of the Management Company
Zimmer Lucas Capital, LLC*
By: /s/ Stuart J. Zimmer
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Managing Member
By: /s/ Craig M. Lucas
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Managing Member
Stuart J. Zimmer*
/s/ Stuart J. Zimmer
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Stuart J. Zimmer
Craig M. Lucas*
/s/ Craig M. Lucas
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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.
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