SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 22, 2000
(Date of earliest event reported)
BLACK HILLS CORPORATION
(Exact name of Registrant as specified in its charter)
South Dakota 1-7978 46-0458824
(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
625 Ninth Street
P. O. Box 1400
Rapid City, South Dakota 57709
(Address of principal executive offices)
(605) 721-1700
(Registrant's telephone number, including area code)
Black Hills Holding Corporation
(Former name or former address if changed since last report)
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Item 5. Other Events
Holding Company Structure
At our annual meeting of shareholders on June 20, 2000, our
shareholders approved the formation of a holding company structure through a
"Plan of Exchange" between Black Hills Corporation and Black Hills Holding
Corporation. The Plan of Exchange provided that each share of Black Hills
Corporation common stock and each share of Black Hills Corporation preferred
stock would be exchanged for one share of common stock or one share of preferred
stock of the holding company, a South Dakota corporation.
On December 22, 2000, articles of exchange were filed with the South
Dakota Secretary of State. As a result:
o all common shareholders of Black Hills Corporation became common
shareholders of Black Hills Holding Corporation, the holding company;
o all preferred shareholders of Black Hills Corporation became preferred
shareholders of Black Hills Holding Corporation;
o Black Hills Corporation became a wholly-owned subsidiary of Black
Hills Holding Corporation;
o Black Hills Corporation debt securities and other financial obligations
will continue to be obligations of Black Hills Corporation; and
o Black Hills Corporation changed its name to "Black Hills Power, Inc."
and the holding company changed its name to "Black Hills Corporation."
A Registration Statement was filed on Form S-4 (No. 333-52664) under
the Securities Act of 1933, as amended, covering the formation of a holding
company and was declared effective on December 22, 2000. Reference is made to
the Proxy Statement/Prospectus included in the Registration Statement for
additional information about this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the holding company common stock is deemed to be
registered under Section 12(b) of the Exchange Act. Holding company common stock
was approved for listing on the New York Stock Exchange.
Description of Common Stock
We are authorized to issue 100,000,000 shares of common stock, having a
par value of $1 per share. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of
shareholders. Cumulative voting for the election of directors is allowed.
Subject to preferences that may be applicable to any outstanding series of
preferred stock, holders of common stock are entitled to receive equally
dividends as they may be declared by our board of directors out of funds legally
available for the payment of dividends. In the event of our liquidation or
dissolution, holders of common stock are entitled to share equally in all assets
remaining after payment of liabilities and the liquidation preference of any
outstanding series of preferred stock.
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Holders of common stock have no preemptive rights and have no rights to
convert their common stock into any other securities. All of the outstanding
shares of common stock are duly authorized, validly issued, fully paid and
nonassessable.
Item 7. Financial Statements and Exhibits
(c) Exhibits -
2* Plan of Exchange, dated as of April 28, 2000, between
Black Hills Corporation and Black Hills Holding
Corporation (incorporated by reference to Exhibit A
to the Proxy Statement/Prospectus of the Registrant's
Registration Statement on Form S-4 (No. 333-52664)).
3.1* Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-4
(No. 333-52664)).
3.2** Articles of Amendment to the Articles of
Incorporation of the Registrant, as filed with the
Secretary of State of the State of South Dakota on
December 22, 2000.
3.3* Bylaws of the Registrant (incorporated by reference
to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-4 (No. 333-52664)).
4.1** Statement of Designations, Preferences and Relative
Rights and Limitations of No Par Preferred Stock,
Series 2000-A of the Registrant.
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* Previously filed and incorporated herein by reference.
** Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLACK HILLS CORPORATION
Date: December 22, 2000 By /s/ Roxann R. Basham
Roxann R. Basham, Vice President -
Controller and Corporate Secretary
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Exhibit Index
Exhibit
Number Description
2* Plan of Exchange, dated as of April 28, 2000, between Black Hills
Corporation and Black Hills Holding Corporation (incorporated by
reference to Exhibit A to the Proxy Statement/Prospectus of the
Registrant's Registration Statement on Form S-4 (No. 333-52664)).
3.1* Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration Statement on Form S-4
(No. 333-52664)).
3.2**Articles of Amendment to the Articles of Incorporation of the
Registrant, as filed with the Secretary of State of the State of South
Dakota on December 22, 2000.
3.3* Bylaws of the Registrant (incorporated by reference to Exhibit 3.4
to the Registrant's Registration Statement on Form S-4 (No.
333-52664)).
4.1**Statement of Designations, Preferences and Relative Rights and
Limitations of No Par Preferred Stock, Series 2000-A of the
Registrant.
