As filed with the Securities and Exchange Commission on May 9, 2000
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLACK HILLS HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
-------------------------- ----------------------- ---------------------------
South Dakota 4911 46-0458824
-------------------------- ----------------------- ---------------------------
-------------------------- ----------------------- ---------------------------
(Primary
(State or Other Jurisdiction Standard Industrial (I.R.S. Employer
of Incorporation or Classification Identification
Organization) Code Number) Number)
-------------------------- ----------------------- ---------------------------
625 Ninth Street
P.O. Box 1400
Rapid City, South Dakota 57709
(605) 721-1700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
ROXANN R. BASHAM
Vice President - Finance and Corporate Secretary and Treasurer
625 Ninth Street
P.O. Box 1400
Rapid City, South Dakota 57709
(605) 721-1700
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
With copies to:
--------------------------------------- ---------------------------------------
JOHN K. NOONEY, ESQUIRE HOWARD L. MEYERS, ESQUIRE
Morrill Thomas Nooney & Braun LLP Morgan, Lewis & Bockius LLP
625 Ninth Street, Eighth Floor 1701 Market Street
P.O. Box 8108 Philadelphia, Pennsylvania 19103
Rapid City, South Dakota 57709-8108 ( 215) 963-5000
(605) 348-7516
--------------------------------------- ---------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement and all
other conditions to the share exchange between the common shareholders of Black
Hills Corporation and Black Hills Holding Corporation pursuant to the Plan of
Exchange described in the Proxy Statement/Prospectus contained herein have been
satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering: [ ]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title Of Each Proposed Proposed
Class Of Maximum Aggre- Maximum Amount
Securities To Amount To Be Offering Price gate Offering Of Registra-
Be Registered Registered Per Share Price tion Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, 21,800,000 [$22.65625](1) [$493,906,250](1) $130,391.25
$1.00 par value
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
as amended, on the basis of $22.65625 per share, the average high
($23.125) and low ($22.1875) prices of the common stock being exchanged
for the securities being registered hereunder, as reported on the New
York Stock Exchange for May 4, 2000.
(2) The registration fee was paid when the original S-4 was filed on May 10,
2000.
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
BLACK HILLS CORPORATION
625 Ninth Street
Rapid City, South Dakota 57701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 20, 2000
May 8, 2000
Dear Shareholder:
You are invited to attend our annual meeting of shareholders of Black
Hills Corporation to be held on Tuesday, June 20, 2000 at 9:30 a.m. local time,
at the Journey Museum, 222 New York Street, Rapid City, South Dakota. The
purpose of our annual meeting is to consider and take action on the following:
1. Formation of a holding company and the exchange of Black Hills
Corporation common stock for common stock of the holding
company.
2. Election of three Class II Directors to serve until the annual
meeting of shareholders in 2003: Daniel P. Landguth, John R.
Howard and David C. Ebertz.
3. Ratification of Arthur Andersen LLP to serve as Black Hills
Corporation's independent auditors for the year 2000.
4. Any other business that properly comes before the annual
meeting.
The enclosed proxy statement and prospectus discuss the important
matters to be considered at this year's meeting. Our shareholders of record as
of May 1, 2000 can vote at the annual meeting.
Your vote is very important. Please sign, date and return the enclosed
proxy card in the envelope provided. If you own shares of common stock other
than the shares shown on the enclosed proxy, you will receive a proxy in a
separate envelope for each such holding. Please execute and return each proxy
received. To make sure that your vote is counted, you should allow enough time
for the postal service to deliver your proxy before the meeting.
Sincerely,
ROXANN R. BASHAM
Vice President - Finance
and Corporate Secretary/Treasurer
<PAGE>
BLACK HILLS CORPORATION
625 Ninth Street
Rapid City, South Dakota 57701
PROXY STATEMENT
A proxy in the accompanying form is solicited by the Board of Directors
of Black Hills Corporation, a South Dakota corporation, to be voted at the
annual meeting of our shareholders to be held Tuesday, June 20, 2000, and at any
adjournment of the annual meeting.
The enclosed form of proxy, when executed and returned, will be voted
as set forth therein. Any shareholder signing a proxy has the power to revoke
the proxy in writing, addressed to our secretary, or in person at the meeting at
any time before the proxy is exercised.
All shares represented by valid, unrevoked proxies will be voted at our
annual meeting. Shares voted as abstentions on any matter, or as "withhold
authority" as to votes for members of our Board of Directors, will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum at the meeting but will be counted as unvoted, although
present and entitled to vote, for purposes of determining the approval of each
matter as to which the shareholder has abstained. If a broker submits a proxy
which indicates that the broker does not have discretionary authority as to
certain shares to vote on one or more matters, those shares will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum at the meeting, but will not be considered as present and
entitled to vote with respect to such matters.
We will bear all costs of the solicitation. In addition to solicitation
by mail, our officers and employees may solicit proxies by telephone, fax, or in
person. Georgeson Shareholder Communications, Inc. has been retained to assist
in the solicitation of proxies at an anticipated cost of $4,000 plus
out-of-pocket expenses. Also, we will, upon request, reimburse brokers or other
persons holding stock in their names or in the names of their nominees for
reasonable expenses in forwarding proxies and proxy materials to the beneficial
owners of stock.
This proxy statement and the accompanying form of proxy are to be first
mailed on or about May 8, 2000. Our annual report to shareholders was previously
mailed to shareholders.
VOTING RIGHTS AND PRINCIPAL HOLDERS
Only our shareholders of record at the close of business on May 1,
2000, will be entitled to vote at the meeting. Our outstanding voting stock as
of such record date consisted of 21,390,949 shares of our common stock.
Each outstanding share of our common stock is entitled to one vote.
Cumulative voting is permitted in the election of our Board of Directors. Each
share is entitled to three votes, one each for the election of three directors,
and the three votes may be cast for a single person or may be distributed among
two or three persons.
We are not aware of any person or group who is the beneficial owner of
more than five percent of our common stock.
<PAGE>
TABLE OF CONTENTS
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS.........1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...............................5
ITEM I:
PROPOSAL TO APPROVE THE FORMATION OF A HOLDING COMPANY AND PLAN OF EXCHANGE..6
Formation of a Holding Company.......................................6
Risk Factors.........................................................6
Where You Can Find More Information..................................7
Reasons for Formation of a Holding Company...........................8
Companies Subject to Share Exchange..................................8
Termination or Amendment of Plan of Exchange........................10
Conditions to Share Exchange........................................11
Dissenters Rights...................................................11
No Exchange of Stock Certificates...................................11
Dividend Reinvestment and Stock Purchase Plan.......................12
Employee Stock Purchase Plan........................................12
Benefit Plans.......................................................13
Listing of Common Stock of the Holding Company......................15
Transfer Agent and Registrar........................................15
Market Value of Our Common Stock....................................15
Dividend Policy.....................................................15
Directors and Executive Officers....................................16
Our Common Stock....................................................17
Common Stock of the Holding Company.................................17
Comparison of Holding Company Articles to Our Articles..............18
Treatment of Our Preferred Stock....................................18
Treatment of Our Indebtedness.......................................18
Certain Income Tax Consequences.....................................19
Exemption from Public Utility Holding Company Act of 1935...........20
Legal Opinions......................................................21
Experts........................................................... 21
ITEM II: ELECTION OF DIRECTORS...............................................22
Security Ownership of Management....................................24
The Board and Committees............................................25
Compensation Committee Interlocks and Insider Participation.........25
Directors' Fees.....................................................26
Executive Compensation..............................................26
Retirement Plans....................................................29
Retirement Benefits.................................................31
Employees'Stock Purchase Plan.......................................31
Retirement Savings Plan.............................................31
Severance Agreements................................................32
Stock Performance Graph.............................................33
ITEM III: APPOINTMENT OF INDEPENDENT AUDITORS................................34
ITEM IV: TRANSACTION OF OTHER BUSINESS.......................................34
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................35
<PAGE>
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS
---------------------------------------------------------
Q:.......Who is soliciting my proxy?
A:.......The Board of Directors of Black Hills Corporation.
------------------------------------------------------------------------------
Q:.......Where and when is the annual meeting?
A:.......9:30 a.m., Mountain Daylight Time, June 20, 2000 at the Journey Museum,
222 New York Street, Rapid City, South Dakota.
-------------------------------------------------------------------------------
Q:.......What am I voting on?
A: *Formation of a holding company and the exchange of our common stock
for common stock of the holding company.
*Election of three Class II Directors: Daniel P. Landguth, John R.
Howard and David C. Ebertz.
*Ratification of Arthur Andersen LLP as our independent auditors for
2000.
------------------------------------------------------------------------------
Q: What factors did the Board of Directors consider in approving the
formation of the holding company and share exchange?
A: *A holding company structure will give us more financial, managerial
and organizational flexibility and will allow us to separate our
different businesses into regulated and unregulated businesses.
*Legally separate entities, such as subsidiaries of the holding
company, will make management of each business more accountable and
allow us to better evaluate the success of existing and new
businesses.
*The holding company structure will permit us to take advantage of
non-utility business opportunities more quickly, and permit more
flexibility in financing non-utility businesses.
*Legally separate entities will make business segment reporting,
required under Securities and Exchange Commission and financial
accounting rules, easier.
*The holding company structure will further separate utility ratepayers
from the financial risks of non-utility businesses.
-------------------------------------------------------------------------------
Q: Who can vote?
A: Holders of our common stock as of the close of business on the record
date, May 1, 2000, can vote at our annual meeting. Each share of our
common stock gets one vote. Cumulative voting is permitted in the
election of directors. Each share is entitled to three votes, one
each for the election of three directors, and the three votes may
be cast for a single person or may be distributed among two or three
persons.
------------------------------------------------------------------------------
Q: How do I vote?
A: Sign and date each proxy card that you receive and return it in the
prepaid envelope. If we receive your signed proxy before the annual
meeting, we will vote your shares as you direct. You can specify on
your proxy whether your shares should be voted for all, some or none of
the nominees for director. You can also specify whether you approve,
disapprove or abstain from the other three proposals.
If you do not mark any sections, your proxy card will be voted:
o in favor of the election of the directors named in Proposal 2;
and
o in favor of Proposals 1 and 3.
You have the right to revoke your proxy any time before the meeting by:
o notifying our secretary in writing; or
o in person at the meeting at any time before the proxy is
exercised.
------------------------------------------------------------------------------
Q: Who will count the vote?
A: Representatives of Norwest Bank Minnesota, N.A. will count the votes
and serve as judges of the election.
------------------------------------------------------------------------------
Q: What constitutes a quorum?
A: As of the record date, May 1, 2000, 21,390,949 shares of our common
stock were issued and outstanding. In order to conduct the annual
meeting, more than one-half of the outstanding shares must be present
or be represented by proxy. This is referred to as a "quorum." If you
submit a properly executed proxy card, you will be considered as part
of the quorum. Proxies marked as abstaining on any proposal to be acted
on by shareholders will be treated as present at the annual meeting for
purposes of a quorum. Proxies marked as abstaining, however, will not
be counted as votes cast on that proposal. Abstaining proxies include
proxies containing broker non-votes.
------------------------------------------------------------------------------
Q: What vote is needed for these proposals to be adopted?
A: More than one-half of shares present either in person or by proxy and
entitled to vote at the annual meeting must vote for a proposal in
order for it to be adopted. For the election of directors, abstentions
and votes "withheld" will be considered votes against the directors.
For all other proposals, abstentions and broker non-votes will not be
counted as "votes" cast.
------------------------------------------------------------------------------
Q: Will shareholders have dissenters' rights?
A: Yes. Under South Dakota law, shareholders are permitted to dissent from
the share exchange and to have the fair value of their shares appraised
and paid to them in cash. To do this, shareholders must follow
prescribed procedures, including filing notices with us and refrain
from voting his shares in approval of the share exchange.
------------------------------------------------------------------------------
Q: What should I do now?
A: You should mail your signed and dated proxy card in the enclosed
envelope as soon as possible, so that your shares will
be represented at the annual meeting.
-------------------------------------------------------------------------------
Q: Who conducts the proxy solicitation and how much will it cost?
A: We are asking for your proxy for the annual meeting and will pay all
the cost of asking for shareholder proxies. We have hired Georgesan
Shareholder Communications, Inc. to help us send out the proxy
materials and ask for proxies. Georgesan Shareholder Communications,
Inc.'s fee for these services is anticipated to be $4,000, plus out-
of-pocket expenses. We can ask for proxies through the mail or by
telephone, fax, or in person. We can use our directors, officers and
regular employees to ask for proxies. These people do not receive
additional compensation for these services. We will reimburse
brokerage houses and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses for forwarding solicitation
material to the beneficial owners of our common stock.
------------------------------------------------------------------------------
Q: Can I change my vote after I have mailed my signed proxy card?
A: Yes. You can change your vote in one of three ways at any time before
your proxy is used. First, you can revoke your proxy by written
notice. Second, you can send a later dated proxy changing your vote.
Third, you can attend the meeting and vote in person.
-----------------------------------------------------------------------------
Q: How will my shares be voted if they are held in a broker's name?
A: Your broker may vote shares nominally held in its name, or in what is
commonly called "street name", only if you provide the broker with
written instructions on how to vote.
-----------------------------------------------------------------------------
Q: What happens if I do not give my broker instructions?
A: Absent your instructions, these shares will not be voted. Because
approval of the formation of the holding company and the share exchange
requires the holders of a majority of the outstanding shares of our
common stock vote "yes", the effect of not voting the shares is the
same as a "no" vote. Therefore, we urge you to instruct your broker
in writing to vote shares held in street name for the proposed
transaction.
-----------------------------------------------------------------------------
Q: Who should I call with questions?
A: If you have questions about the transaction, you should call Roxann R.
Basham, our Vice President - Finance and Secretary/Treasurer, at
(605) 721-1700.
---------------------------------------------------------------------------
Q: When are the shareholder proposals for the annual meeting held in the
Year 2001 due?
A: In order to be considered, you must submit proposals for next year's
annual meeting in writing to our secretary at our home offices at 625
Ninth Street, P.O. Box 1400, Rapid City, South Dakota 57709, prior to
January 8, 2001.
--------------------------------------------------------------------------------
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 under the
captions, "Formation of a Holding Company", "Risk Factors", "Reasons for
Formation of a Holding Company", "Companies Subject to Share Exchange",
"Conditions to Share Exchange", "Listing of Common Stock of Holding Company",
"Dividend Policy", "Exemption from Public Utility Holding Company Act of 1935"
and elsewhere in this proxy statement. These forward-looking statements include,
among others, statements about the following:
* shareholder approval of the share exchange;
* the degree to which we will be able to pursue non-regulated
business opportunities;
* the effectiveness of our new organizational structure;
* whether the holding company will be subject to federal or state
regulations;
* our ability to obtain federal and state regulatory approval of the
share exchange;
* the approval of our listing application with the New York Stock
Exchange; and
* whether we will be able to pay dividends.
When used in this proxy statement, the words "anticipate", "believe",
"estimate", "expect", "intends", "will", and similar expressions are generally
intended to identify forward-looking statements. There are important factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements.
In addition, please see other factors under "Item 1: Proposal to
Approve the Formation of a Holding Company and Plan of Exchange - Risk Factors."
<PAGE>
ITEM I:
PROPOSAL TO APPROVE THE FORMATION OF A HOLDING COMPANY AND PLAN OF EXCHANGE
Formation of a Holding Company
You are being asked to approve the formation of a holding company
through the exchange of our common stock for common stock of the holding
company. After the share exchange, Black Hills Corporation will become a wholly
owned subsidiary of the holding company. After we obtain the necessary
regulatory approvals, the holding company intends to separate and realign our
businesses into multiple subsidiaries. The manner and timing of separating these
businesses will depend on a number of factors, including the regulatory
approvals and the business judgment of our Board of Directors. Our shareholders
will not vote separately on the timing or manner of this realignment of our
businesses.
Black Hills Corporation and Black Hills Holding Corporation, the
proposed holding company, have entered into a plan of exchange. A copy of the
plan of exchange is attached as Exhibit A and is incorporated in this proxy
statement and prospectus by reference. The plan of exchange provides that,
subject to the approval of our shareholders, each share of our common stock will
be exchanged for one share of common stock of the holding company, a South
Dakota corporation.
o Before the share exchange, all the shares of common stock of the
holding company are owned by Black Hills Corporation. As a result,
Black Hills Holding Corporation is a wholly owned subsidiary of Black
Hills Corporation.
o If our shareholders approve the share exchange, the share exchange will
become effective on the date specified in the Articles of Exchange
filed with the South Dakota Secretary of State.
o On the effective date, each share of our common stock will be exchanged
for a share of common stock of the holding company. As a result, all of
our common shareholders will become common shareholders of Black Hills
Holding Corporation, the holding company. All the shares of common
stock of the holding company held by Black Hills Corporation will be
canceled.
o After the share exchange, Black Hills Corporation will be a wholly
owned subsidiary of Black Hills Holding Corporation, the holding
company. Black Hills Corporation debt securities and other financial
obligations will continue to be obligations of Black Hills Corporation.
See "Treatment of Our Indebtedness" on page 17.
o At the conclusion of the share exchange, Black Hills Corporation will
change its name to "Black Hills Power and Light Company", and the
holding company will change its name to "Black Hills Corporation."
Risk Factors
o Unregulated Businesses May Involve More Risk
The formation of a holding company allows us to pursue, through
separate subsidiaries, business opportunities in markets that are
both regulated and unregulated. Unregulated businesses may involve
more risk than those of Black Hills Corporation, which is
primarily a regulated utility. The value of a common shareholder's
investment in the holding company could be adversely affected
because of the greater risk of these businesses.
o Dividends on the Holding Company Common Stock Depend on Dividends Paid
on Our Common Stock
Before and after the share exchange, the holding company will have
few assets of its own. After the share exchange, Black Hills
Corporation, as a subsidiary of the holding company, will continue
as an operating company and will be, at least initially, the
holding company's largest source of income. Black Hills
Corporation will own, either directly or indirectly, most of the
operating assets. When the restructuring takes effect, it is
expected that dividends on the holding company common stock will
be declared and paid on the same schedule and rate currently
followed for dividends on our common stock. Subsequently, holding
company dividends will depend on the future earnings and financial
condition of the holding company and its subsidiaries. For more
information on the restriction of Black Hills Corporation's
ability to pay dividends, see "Dividend Policy" on page 15.
Where You Can Find More Information
We are currently the parent company of Black Hills Holding Corporation.
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our Securities and
Exchange Commission filings are available to the public over the Internet at the
Securities and Exchange Commission's web site at http://www.sec.gov. You may
also read and copy, at the Securities and Exchange Commission's rates, any
document we file at the Securities and Exchange Commission's public reference
rooms. There are Securities and Exchange Commission public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549, and the Securities and Exchange
Commission's regional offices at Suite 1300, 7 World Trade Center, New York, New
York 10048 and at 500 West Madison Street, Chicago, Illinois 60661. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for more information on
the public reference rooms. Reports, proxy statements and other information
filed by us may also be inspected at the New York Stock Exchange.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we file with them. This means that we can
disclose important business and financial information to you by referring you to
those documents without including the information in or delivering the
information with this proxy statement and prospectus. The information
incorporated by reference is an important part of this proxy statement and
prospectus, and information that is filed later with the Securities and Exchange
Commission will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings made
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until all of our
common stock is exchanged for the common stock of the holding company. The
information in the following documents are incorporated by reference:
o Annual Report to the Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1999, as amended.
You can receive a copy of these filings without the exhibits, at no
cost, by writing or telephoning us at:
Black Hills Corporation
625 Ninth Street
Rapid City, South Dakota 57709
Attention: Corporate Secretary
(605) 721-1700
To receive this information in time for our 2000 annual meeting, you
must request it no later than June 13, 2000, five business days prior to the
date of our 2000 annual meeting.
You should not assume that our business affairs have not changed since
the date of this proxy statement and prospectus just because this proxy
statement and prospectus is delivered to you or a sale is made hereunder.
Reasons for Formation of a Holding Company
The traditional utility company structure has the electric utility
business, which is comprised of the generation, transmission and distribution
business, and the unregulated businesses in one company. We believe that this
traditional structure is inadequate for meeting the business demands of a
competitive energy marketplace. We believe that a holding company structure is a
better structure. The holding company structure is a well-established form of
organization for companies conducting different lines of business, particularly
both regulated and unregulated businesses.
o A holding company structure will give us more financial, managerial and
organizational flexibility and will allow us to separate our different
businesses into regulated and unregulated businesses.
o Legally separate entities, such as subsidiaries of the holding company,
will make management of each business more accountable and allow us to
better evaluate the success of existing and new businesses.
o The holding company structure will permit us to take advantage of
non-utility business opportunities more quickly, and permit more
flexibility in financing non-utility businesses.
o Legally separate entities will make business segment reporting,
required under Securities and Exchange Commission and financial
accounting rules, easier.
o The holding company structure will further separate utility
ratepayers from the financial risks of non-utility businesses.
o Forming a holding company will not impair our operation of our electric
utility business.
o We continue to be committed to providing high-quality electric utility
service in our franchised territory.
o Forming a holding company will not, in any way, affect our
responsibilities, qualifications or authority to operate and maintain
our electric utility assets.
The Board of Directors believes that the benefits of going to a holding
company structure outweigh the costs. The costs include:
o The financial cost of obtaining the necessary approvals of regulatory
agencies and other parties and registering the common stock of the
holding company.
o The financial and administrative cost of complying with the Securities
and Exchange Commission reporting obligations for both the holding
company and Black Hills Corporation. After the share exchange, each
company will have publicly held securities and, therefore, each will be
required to file reports with the Securities and Exchange Commission.
Companies Subject to Share Exchange
Black Hills Corporation. Incorporated under the laws of South Dakota in
1941, we are an energy and communications company primarily consisting of three
principal business units: regulated electric, independent energy and
communications. Our mission statement is to provide quality energy and
communications products and services at competitive prices in targeted markets
to build value for our shareholders and customers and create opportunities for
our employees. We operate our businesses as follows:
* Public utility electric operations under the assumed name of Black
Hills Power and Light Company;
* Independent energy businesses through our direct and indirect
subsidiaries:
* Wyodak Resources related to coal;
* Black Hills Exploration and Production related to oil and
natural gas;
* Energy marketing through Enserco Energy, Inc. related to
natural gas;
* Black Hills Energy Resources, Inc. related to crude oil;
* Black Hills Coal Network, Inc. related to coal;
* Independent power activities through Black Hills Generation
and Black Hills Energy Capital; and
* Communication operations through Black Hills Fiber Systems, Inc., Black
Hills FiberCom, LLC and DAKSOFT, Inc.
Our utility operations include the generation, purchase, transmission,
distribution and sale of electric power and energy to approximately 57,700
customers in 11 counties in western South Dakota, northeastern Wyoming and
southeastern Montana, an area with a population estimated at 165,000. The
largest community served is Rapid City, South Dakota, a major retail, wholesale
and health care center, with a population, including environs, estimated at
75,000.
This chart shows our corporate structure before the share exchange:
[INSERT GRAPH]
Black Hills Holding Corporation. Black Hills Holding Corporation was
incorporated in South Dakota on April 28, 2000 for the purpose of carrying out
the share exchange. Black Hills Holding Corporation is a direct, wholly owned
subsidiary of ours. On the effective date, Black Hills Holding Corporation will
become our parent.
Currently, Black Hills Holding Corporation has few assets and has not
engaged in any business operations. All our business operations conducted by us
and our subsidiaries immediately before the effective date will continue to be
conducted by Black Hills Corporation and its subsidiaries immediately after the
effective date. The only difference is that Black Hills Corporation will be a
subsidiary of Black Hills Holding Corporation. Our consolidated assets and
liabilities and those of our subsidiaries immediately before the effective date
will be the same as the consolidated assets and liabilities of Black Hills
Holding Corporation and its subsidiaries immediately after the effective date.
We currently expect that Black Hills Holding Corporation will not itself be an
operating company at the parent company level.
Black Hills Holding Corporation will not be subject to regulation by
the Federal Energy Regulatory Commission, the South Dakota Public Utility
Commission or the Wyoming Public Service Commission, except to the extent that
the rules and orders of those agencies impose restrictions on the holding
company's relationship with Black Hills Corporation or Black Hills Corporation's
relationship with other subsidiaries of the holding company. Black Hills Holding
Corporation will be a "public utility holding company" under the Public Utility
Holding Company Act of 1935. However, we expect Black Hills Holding Corporation
to obtain an exemption from most of the provisions of that law. See "Exemption
From Public Utility Holding Company Act of 1935" on page 19.
This chart shows the holding company's proposed corporation structure
immediately after the share exchange:
[INSERT GRAPH]
Neither we nor Black Hills Holding Corporation, the holding company,
are currently parties to any material contracts with each other; however, we
expect that, after the share exchange, the holding company will use various
services of Black Hills Corporation, including:
* Facilities and equipment;
* Executive management;
* Administration;
* Accounting;
* Finance;
* Communications;
* Purchasing;
* Billing;
* Information systems;
* Corporate secretarial;
* Insurance; and
* Others.
We have not yet determined the final corporate structure of Black Hills
Corporation after the share exchange. After the share exchange and subject to
regulatory approval, the holding company intends to realign Black Hills
Corporation's subsidiaries. The manner and timing of this realignment will
depend on a number of factors, including the regulatory approvals and the
business judgment of our Board of Directors. Our shareholders will not get to
vote on the timing or manner of this realignment of Black Hills Corporation's
businesses.
Termination or Amendment of Plan of Exchange
After shareholder approval of the share exchange at our annual meeting:
o Either we or Black Hills Holding Corporation may decide not to go
through with the share exchange and may terminate the plan of exchange.
o Either we or Black Hills Holding Corporation may change the terms of
the share exchange, except that neither party can:
o change the amount or kind of shares to be received; or
o adversely affect the rights of the shareholders.
Conditions to Share Exchange
The share exchange will not happen until all of the following
conditions are satisfied:
o The share exchange is approved by a majority of the shares of our
common stock present in person or by proxy and entitled to vote at the
annual meeting.
o We obtain the approval or waiver of the following regulatory
authorities, as well as any other authorities whose approval we believe
should be obtained in order to form a holding company:
o Federal Energy Regulatory Commission
o Securities and Exchange Commission
o South Dakota Public Utility Commission
o Wyoming Public Service Commission.
We expect to receive these approvals or waivers after approval by our
shareholders of the share exchange.
o The shares of common stock of the holding company are approved for
listing on the New York Stock Exchange.
Dissenters Rights
o Generally, Section 47-6-23 of the South Dakota Business Corporation Act
allows shareholders who do not agree with fundamental actions taken by
a corporation to receive payment of the "fair value" of their shares.
This is referred to as "dissenters rights." For the purposes of the
"dissenter's rights" statutes, the "fair value" of shares means their
value immediately before the effectuation of the proposed corporate
action to which the dissenter objects (here, the share exchange),
excluding any appreciation or depreciation in anticipation of such
corporate action unless such exclusion would be inequitable.
All shareholders have a right to dissent from the share exchange and
obtain payment for their shares by complying with Sections 47-6-23 to
47-6-23.3, inclusive, and Sections 47-6-40 to 47-6-50, inclusive, of
the South Dakota Business Corporation Act, a copy of which accompanies
this proxy statement as Exhibit B.
Any shareholder who wishes to dissent from the share exchange and
obtain payment for his shares must: (1) file with Black Hills
Corporation, prior to the vote on the share exchange, a written notice
of intention to demand that he be paid fair compensation for his shares
if the share exchange takes place; and (2) refrain from voting his
shares in approval of the share exchange. A shareholder who fails to
give the written notice or who votes in approval of the share exchange
forfeits his right to obtain payment for his shares under the
"dissenter's rights" statutes.
No Exchange of Stock Certificates
o Our shareholders do not have to exchange their stock certificates after
the share exchange.
o After the share exchange, each stock certificate representing shares of
Black Hills Corporation common stock will automatically represent the
same number of shares of common stock, respectively, of the holding
company.
o After the share exchange, when stock certificates representing Black
Hills Corporation common stock are presented for transfer as part of
the regular trading of stock, new certificates representing common
stock of the holding company will be issued.
Dividend Reinvestment and Stock Purchase Plan
Purpose of the plans. Our Board of Directors adopted the Dividend
Reinvestment and Stock Purchase Plan to:
o Give the holders of our common stock an easy way of buying
additional shares of our common stock through reinvesting of
dividends; and
o Encourage the purchase of our common stock without payment of
any brokerage commission.
Who administers the plans? Norwest Bank Minnesota, N.A., our Transfer
Agent, Registrar and Dividend Disbursing Agent, administers the plan.
Basic terms of the plans. The dividend reinvestment plan lets you buy
our common stock in two ways:
o Dividends on all participating shares can be automatically
reinvested in shares of our common stock.
o You can also buy additional shares of our common stock from
us by a direct cash investment of not less than $200 per
transaction, up to a maximum of $50,000 per calendar quarter.
o We can decide whether the shares purchased under the plans
come from newly issued shares or open-market purchases by an
independent agent. If newly issued shares are issued, the
purchase price is 100 percent of the average closing prices
for our common stock on the New York Stock Exchange for a
period of five trading days ending on the pricing date as
defined in the plan. If the shares are purchased on the open
market, the price of the shares is the weighted average price
of the shares acquired plus a brokerage commission.
Who is eligible? All holders of record of our common stock can
participate in the dividend plan.
Effect of the share exchange. The dividend reinstatement plan will be
amended so that, after the share exchange, dividends will be reinvested in
shares of common stock of the holding company, instead of Black Hills
Corporation common stock. In addition, all direct cash investments will be used
to purchase shares of common stock of the holding company. All reinvestments and
purchases will be made in the same way and subject to the same terms as existed
before the share exchange.
Employee Stock Purchase Plan
Purpose of the plan. Our Board of Directors adopted the Employee Stock
Purchase Plan to encourage employee ownership of our common stock.
Who administers the plan? The Board of Directors administers and
interprets the plan.
Basic terms of the plan. Our employees are allowed to purchase
shares of our common stock at a price equal to 90 percent of the fair market
value of such shares on the offering date.
Who is eligible? Our full-time employees are eligible to participate in
the plan.
Effect of the share exchange. After the share exchange, shares
purchased under the plan will be exercisable for common stock of the holding
company instead of Black Hills Corporation common stock, in the same amount and
subject to the same terms as before the share exchange. In addition, the holding
company will assume the rights and obligations under the plan, and its board, or
one of its committees, will administer and interpret the plan.
Benefit Plans
The following is a general description of our benefit plans. After the
effective date, the benefit plans that issue Black Hills Corporation common
stock will issue common stock of the holding company instead. We are providing
this information to you for informational purposes only. You are not being asked
to approve the substitution of common stock of the holding company for Black
Hills Corporation common stock in the benefit plans, any changes to the benefit
plans necessary to substitute common stock of the holding company or any other
aspect of the benefit plans.
1. 1996 and 1999 Stock Option Plans.
Purpose of the plans. The 1996 and 1999 plans were adopted by our Board
of Directors to allow us to issue options to certain officers and other key
employees to purchase our common stock. Our Board believes that issuing options
to our employees encourages their contribution to our growth and that of our
subsidiaries by aligning their economic interests with those of our
shareholders; provides participants with an incentive for excellence in
individual performance; promotes teamwork among participants; and provides us
with flexibility in its ability to motivate, attract and retain the services of
participants who make significant contributions to our success and to allow
participants to share in our success.
Who administers the plans? The Compensation Committee of our Board of
Directors administers and interprets the plans.
Basic terms of the plans. We may grant options for up to 1,000,000
shares of our common stock under the stock option plans. The Board of Directors
has granted options on 449,450 shares, of which 7,500 have been forfeited and
3,000 have been exercised.
Who is eligible? The Compensation Committee decides which employees are
eligible to receive options under the plans and the number of options to be
granted.
Effect of the share exchange. After the share exchange, each option
granted under the plans will be exercisable for common stock of the holding
company instead of Black Hills Corporation common stock, in the same amount and
subject to the same terms as before the share exchange. In addition, the holding
company will assume all rights and obligations under the plans, and its board,
or one of its committees, will administer and interpret the plans.
2. Short-Term Annual Incentive Compensation Plan.
Purpose of the plan. The Short-Term Annual Incentive Compensation Plan
was adopted by our Board of Directors to recognize and reward the contribution
that group performance makes to our corporate success.
Basic terms of the plan. The plan has a corporate goal that is based on
the percentage of consolidated earnings per share that exceeds targeted amounts.
Target award levels are a percentage of base salary. Participants are required
to purchase our common stock with 50 percent of the Short-Term Annual Incentive
Bonus.
Who is eligible? Only our executive officers are eligible to
participate in the plan at this time.
Effect of the share exchange. The holding company will assume all
rights and obligations under the plan and its board, or one of its committees,
will administer and interpret the plan. After the share exchange, participants
will be required to purchase Black Hills Holding Corporation common stock with
50 percent of the Short-Term Annual Incentive Bonus.
3. Retirement Savings 401(k) Plan and Non-Qualified Deferred
Compensation Plan.
Purpose of the plans. The plans allow the participants to defer a
portion of their eligible earnings on a pre-tax basis into an investment fund
subject to limitations imposed by the Internal Revenue Code.
Basic terms of the plans. Participants may elect to defer up to 20
percent of their eligible earnings on a pre-tax basis under the 401(k)
Retirement Savings Plan and up to 50 percent of their eligible earnings under
the Non-Qualified Deferred Compensation Plan. Effective January 1, 2000, we
provide a matching contribution of 100 percent of the employee's tax deferred
contribution, subject to a maximum of three percent of the employee's
compensation to the 401(k) Retirement Savings Plan.
Who is eligible? All of our full-time employees are eligible to
participate in the 401(k) Retirement Savings Plan. Only our executive officers
are allowed to participate in the Non-Qualified Deferred Compensation Plan.
Effect of the share exchange. The holding company will assume all
rights and obligations under the plans. Participants' investments in the plans
that consist of Black Hills Corporation common stock will be exchanged for Black
Hills Holding Corporation's common stock.
4. Pension Plan and Pension Equalization Plan.
Purpose of the plans. The Pension Plan and the Pension Equalization
Plan provide benefits to our employees at retirement.
Basic terms of the plans. See "Retirement Plans" on page 28.
Who is eligible? See "Retirement Plans" on page 28.
Effect of the share exchange. The holding company will assume all
rights and obligations under the plans.
5. Severance Agreements.
Purpose of the agreements. The Change in Control Severance Agreements
provide for certain payments and other benefits to our executive officers and
certain key employees to be payable upon a change in control and a subsequent
termination of employment, either involuntary or for a good reason.
Basic terms of the agreements. See "Severance Agreements" on page 30.
Who is eligible? Our executive officers and certain key employees have
change in control agreements.
Effect of the share exchange. The holding company will assume all
rights and obligations under the agreements and the agreements will be amended
so that a change of control of Black Hills Corporation will be amended to
include a change in control of Black Hills Holding Corporation.
6. Outside Directors Stock Based Compensation Plan.
Purpose of the plan. The purpose of the plan is to provide our outside
directors certain benefits in order to attract and retain competent and
hardworking outside directors whose abilities, experience and judgment can
contribute to our well-being and that of our shareholders and to further align
the long-term interests of our outside directors with those of our shareholders.
Who administers the plan? The Compensation Committee of our Board of
Directors administers the plan.
Basic terms of the plan. Each participant is entitled to a monthly
contribution to their account equal to the number of common stock equivalents
determined by dividing the sum of $583.33 by the market price of our common
stock on the last day of the month for each month of each plan year that the
participant is eligible for benefits.
Who is eligible? Members of our Board of Directors who are not our
employees are eligible to participate in the plan.
Effect of the share exchange. After the share exchange, each common
stock equivalent of Black Hills Corporation will be exchanged for common stock
equivalents of Black Hills Holding Corporation. In addition, the holding company
will assume all right and obligations under the plan and its Compensation
Committee will administer the plan.
Listing of Common Stock of the Holding Company
o An application will be filed to list the common stock of the
holding company on the New York Stock Exchange under the symbol
"BKH". If the common stock of the holding company is approved for
listing, we expect trading to start immediately after the share
exchange.
o At the same time, we intend to delist the Black Hills Corporation
common stock from the New York Stock Exchange.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock of the holding
company will be Norwest Bank, N.A. The address for the transfer agent and
registrar will be:
Norwest Shareowner Services
PO Box 64854
St. Paul, MN 55164-0854
Market Value of Our Common Stock
Our common stock is currently listed on the New York Stock Exchange.
The high and low sale prices of our common stock on May 1, 2000, the record
date, were $23.125 and $22, respectively.
Dividend Policy
o We expect that quarterly dividends on the common stock of the
holding company will be declared and paid on the same schedule
currently followed for dividends on our common stock.
o The most recent quarterly dividend declared by the Board of
Directors on our common stock was $0.27 per share payable on June
1, 2000 to holders of record on May 12, 2000.
There is no guarantee of the amount of the quarterly dividend or of the
payment of future dividends. The rate and timing of dividends on the common
stock of the holding company will depend on the future earnings and financial
condition of the holding company and its subsidiaries, including Black Hills
Corporation, and on other factors affecting dividend policy, all of which cannot
now be determined. As a practical matter, the ability of the holding company to
pay dividends on its preferred and common stock will be governed by the ability
of the operating subsidiaries to pay dividends to the holding company. For a
period of time after the share exchange, the funds needed by the holding company
to pay dividends on its preferred and common stock are expected to come
primarily from the dividends paid by Black Hills Corporation. In the future,
dividends from the holding company's subsidiaries other than Black Hills
Corporation may also be a source of funds for dividend payments by the holding
company.
After the share exchange, Black Hills Corporation intends to pay
dividends to the holding company, if available, in amounts which, to the extent
not otherwise provided by dividends and other funds from any other subsidiaries,
will be sufficient to pay cash dividends on the preferred and common stock of
the holding company. The amount of dividends to be paid by Black Hills
Corporation will also be used to pay the operating expenses of the holding
company and for other corporate purposes that the board of directors of the
holding company determines.
Black Hills Corporation's ability to make regular cash dividends to
the holding company after the share exchange will be subject to the availability
of earnings and the needs of its business. Because Black Hills Corporation will
remain subject to regulation by the public utility commissions in South Dakota
and Wyoming and the Federal Energy Regulatory Commission, the amount of its
earnings and dividends will be affected by the manner in which these commissions
regulate Black Hills Corporation.
Dividends on the holding company's preferred stock, when and as
declared, will be paid at the times, at the rates and under the terms of the
preferred stock depending on the earnings, financial condition and other factors
affecting the holding company. The ability of the holding company to declare and
pay dividends on its preferred stock will be subject to the same considerations
that apply to the payment of dividends on the common stock, but no dividends
will be paid on the common stock unless all accrued but unpaid dividends are
paid on the preferred stock.
Directors and Executive Officers
o On the effective date, the Board of Directors will become the
board of the holding company, in the same class as each director
currently serves.
o After the share exchange, we expect that the following executive
officers will hold the following offices with the holding company:
Daniel P. Landguth, Chairman of the Board, President
and Chief Executive Officer
Mark T. Thies, Senior Vice President
and Chief Financial Officer
James M. Mattern, Senior Vice President-Corporate
Administration and Assistant to the Chief Executive Officer
Roxann R. Basham, Vice President, Controller
and Corporate Secretary
Black Hills Holding Corporation, the holding company, and Black Hills
Corporation each may have directors or executive officers who are not directors
or executive officers of the other.
Immediately after the share exchange, we expect that the holding
company will use various services of Black Hills Corporation, including
facilities and equipment, executive management, administration, accounting,
finance, communications, purchasing, billing, information systems, corporate
secretarial, insurance and others. The use of these services may change in the
future.
Our Common Stock
Authorization. Before the share exchange, our authorized
capitalization consists of:
o 50,000,000 shares of common stock, $1 par value, of which
21,390,949 shares were issued and outstanding as of
May 1, 2000, the record date;
o 270,000 shares of cumulative preferred stock, $100 par value,
of which no shares were issued and outstanding as of
May 1, 2000, the record date; and
o 400,000 shares of no par cumulative preferred stock, of which no
shares were issued and outstanding as of May 1, 2000, the record
date.
We currently expect that, after the share exchange, the Black Hills
Corporation articles of incorporation will be amended to remove the
authorization to issue preferred stock.
Preferences. Dividends and distributions of assets, if we were
liquidated, would first be paid to holders of our preferred stock, then to the
holders of the common stock. To the extent the holding company depends on Black
Hills Corporation for its dividend payments, the common stock of the holding
company would also receive dividends only after dividends were paid to holders
of preferred stock.
Rights of Shareholders. Our Articles and Bylaws contain the following
provisions that relate to our common stock:
o Each shareholder on the applicable record date is entitled to one
vote per share, and holders of our common stock will vote together
as a single class, at each annual or special meeting of
shareholders;
o In general, all corporate action to be taken by our shareholders
may be authorized by a majority of the votes cast by holders
entitled to vote at a duly authorized meeting;
o No shareholder has a right to subscribe for or purchase any future
issue of our shares;
o If we were liquidated, dissolved or our affairs were wound up,
holders of our common stock would be entitled to our assets and
funds after payment is made to the holders of our preferred stock;
and
o Our shareholders may vote for directors cumulatively, meaning that
shareholders may multiply the number of shares held by them by the
total number of directors being elected in calculating the total
number of votes that they may cast. Cumulative voting makes it
easier for minority shareholders to exert influence over the
selection of directors.
Common Stock of the Holding Company
Authorization. The holding company is authorized to issue:
o 100,000,000 shares of common stock, $1 par value; and
o 25,000,000 shares of series preferred stock, without par value.
The board of the holding company can determine the voting rights, if
any, and other terms of any series of preferred stock of the holding company.
As of May 1, 2000, the record date, 100 shares of common stock of the
holding company were outstanding and held by us, and no other shares of stock
were issued or outstanding. After the share exchange, the board of the holding
company can issue all or any portion of its unissued common stock. Holders of
common stock of the holding company will have no right to subscribe for or to
purchase any future issue of common stock of the holding company.
Rights of Shareholders. The board of the holding company believes that
the rights of holders of common stock of the holding company will not be
materially different from the rights of holders of our common stock discussed
above. After the share exchange, the holders of common stock of the holding
company will have all voting rights with respect to each share of common stock
of the holding company entitled to one vote on all matters and will have
cumulative voting for the election of directors.
Dividends. Dividends on common stock of the holding company will be
paid as determined by the board of the holding company from time to time out of
funds available for that purpose. See "Dividend Policy" on page 15 for a
discussion of our dividend policy and the holding company's expected dependence
on Black Hills Corporation's declaration of dividends.
Comparison of Holding Company Articles to Our Articles
The Articles of Incorporation of Black Hills Holding Corporation, the
holding company, differ from our Articles as follows:
o Both the Articles of the holding company and the Black Hills
Corporation Articles currently authorize the issuance of series
preferred stock which may be issued by each board at the time and
with the voting, designation, preference, limitation and special
rights as that board determines. We currently expect that, after
the share exchange, the Black Hills Corporation Articles will be
amended to remove the authorization to issue Black Hills
Corporation series preferred stock.
o The clause in the Articles of the holding company that describes
the activities in which the holding company can engage is more
general than the clause in the Black Hills Corporation Articles
because it does not contain references to specific activities,
including those related to the utility business.
Treatment of Our Preferred Stock
o To the extent preferred stock is issued between the record date
and exchange date, holders of our preferred stock will exchange
their preferred shares for preferred shares of the holding company
having like rights and preferences as part of the proposed share
exchange.
Treatment of Our Indebtedness
o All of our indebtedness outstanding immediately before the share
exchange will continue to be outstanding indebtedness of Black
Hills Corporation immediately after the share exchange.
o Our first mortgage bonds will continue to be secured by first
mortgage liens on all of our properties that are currently subject
to these liens. We expect that no indebtedness of Black Hills
Corporation will be assumed or guaranteed by the holding company.
Certain Income Tax Consequences
General
The following general discussion summarizes income tax considerations
relating to the share exchange. These summaries are included for general
informational purposes only. They do not address all aspects of income taxation
that may be relevant to every shareholder. The personal tax circumstances of
shareholders differ and shareholders may be subject to special treatment under
the income tax laws, including:
1. holders who are not United States persons;
2. financial institutions, tax-exempt organizations;
3. insurance companies;
4. dealers or brokers in securities;
5. holders who held their stock as part of a hedge, appreciated
financial position, straddle or conversion transaction; or
6. holders who acquired shares through the exercise of employee stock
options or otherwise as compensation.
Except as otherwise indicated, statements of legal conclusion about tax
treatments, effects or consequences are the opinion of Morgan, Lewis & Bockius
LLP, special tax counsel for Black Hills Corporation and Black Hills Holding
Corporation. No rulings have been requested from the Internal Revenue Service.
Each shareholder should consult his or her own tax advisor about the specific
tax consequences of the share exchange, including the application and effect of
state or local income and other tax laws.
The following discussion is based on current provisions of the Internal
Revenue Code of 1986, as amended, currently applicable Treasury regulations and
existing judicial and administrative interpretations and decisions. Future
legislation, regulations, administrative interpretations or court decisions
could significantly change these legal conclusions either prospectively or
retroactively.
The share exchange will be treated as a transfer of all of our
outstanding common stock by our shareholders to the holding company solely in
exchange for all of the outstanding common stock of the holding company. This
exchange will qualify for nonrecognition treatment under Section 351 of the Tax
Code.
Tax Implications to the Shareholders
For federal income tax purposes, no gain or loss will be recognized by
the holders of our common stock as a result of the share exchange. The aggregate
tax basis of the common stock of the holding company received by a shareholder
will be the same as the shareholder's aggregate tax basis in our common stock
surrendered in the share exchange. The holding period of the common stock of the
holding company held by a shareholder will include the period during which the
shareholder held our common stock, provided that the common stock was held as a
capital asset on the date of the share exchange. The share exchange will also
not result in the recognition of gain or loss for federal income tax purposes by
any holders of our preferred stock.
Tax Implications to Us and the Holding Company
No gain or loss will be recognized by us or the holding company for
federal income tax purposes as a result of the share exchange. For federal
income tax purposes, the basis of our common stock received by the holding
company will be the same as our net asset basis immediately before the share
exchange, subject to adjustments under Treasury Regulations relating to
consolidated groups; and the holding company's holding period in the Black Hills
Corporation common stock received in the share exchange will include the period
during which that stock was held by the shareholders
Other Tax Aspects
Apart from federal income tax aspects, no attempt has been made to
determine any tax that may be imposed on a shareholder by the country, state or
jurisdiction in which the holder resides or is a citizen. Our shareholders may
be subject to other taxes, such as state or local income taxes that may be
imposed by various jurisdictions. Our shareholders may also be subject to
intangible property, estate and inheritance taxes in their state of domicile.
Our shareholders should consult their own tax advisors with regard to state and
local income, inheritance and estate taxes.
The federal income tax discussion set forth above is intended to
provide only a general summary, and does not address tax consequences which may
vary with, or are contingent on, individual circumstances. Moreover, this
discussion does not address any foreign, federal, state, or local tax
consequences of the disposition of stock in Black Hills Corporation or the
holding company either before or after the share exchange. Accordingly, each
shareholder is strongly urged to consult with his or her tax advisor to
determine the particular tax consequences to him or her of the share exchange or
a disposition of stock.
Exemption from Public Utility Holding Company Act of 1935
After the share exchange, Black Hills Holding Corporation will be a
"public utility holding company" under the Public Utility Holding Company Act of
1935. However, the holding company expects to obtain an exemption under this law
on the basis that it and Black Hills Corporation will each organize and carry on
their businesses substantially in South Dakota and will be predominantly
intrastate in character. To obtain this exemption, the holding company will
either file an application with the Securities and Exchange Commission
requesting an order under Section 3(a)(1) of the Public Utility Holding Company
Act of 1935, or claim an exemption under Section 3(a)(1) of the Public Utility
Holding Company Act of 1935 by filing an exemption statement on Form U-3A-2. In
either case, the holding company will file for exemption on or before the day
the share exchange is effective. If obtained, Black Hills Holding Corporation
will be exempt from all provisions of the law except the provision requiring
Securities and Exchange Commission approval for direct or indirect acquisitions
of five percent or more of the voting securities of any other electric or gas
utility company.
If Black Hills Holding Corporation obtains its exemption by filing a
Form U-3A-2, it will need to file an exemption statement on such form each year
on or before March 1 with the Securities and Exchange Commission to maintain the
exemption. The exemption may be revoked by the Securities and Exchange
Commission if a substantial question of law or fact exists as to whether the
holding company continues to meet the exemption's requirements or if it appears
that the exemption may be detrimental to the public interest or the interest of
investors or consumers.
If the holding company is not exempt from this law, it will be subject
to the law's provisions which would require Securities and Exchange Commission
approval for a wide range of transactions, including financings, acquisitions,
and intrastate transactions. The holding company would also be subject to
various accounting and reporting requirements.
Legal Opinions
The validity of the common stock of the holding company will be passed
upon by Morrill, Thomas, Nooney & Braun, LLP, general counsel to Black Hills
Corporation and Black Hills Holding Corporation.
Experts
The consolidated financial statements of Black Hills Corporation
incorporated by reference in this proxy statement and 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.
The Board of Directors of Black Hills Corporation recommends a vote
"FOR" the formation of a holding company and the Plan of Exchange.
<PAGE>
ITEM II: ELECTION OF DIRECTORS
In accordance with the Bylaws and Article Fifth of the Restated
Articles of Incorporation, members of our Board of Directors are elected to
three classes of staggered terms consisting of three years each. At this annual
meeting of our shareholders, three Directors will be elected to Class II of the
Board of Directors to hold office for a term of three years until our annual
meeting of shareholders in 2003 and until their respective successors shall be
duly elected and qualified.
Each of the nominees for director is presently a member of our Board of
Directors. The proxy attorneys will vote your stock for the election of the
three nominees for director listed below, unless otherwise instructed. If, at
the time of the meeting, any of such nominees shall be unable to serve in the
capacity for which they are nominated or for good cause will not serve, an event
which the Board of Directors does not anticipate, it is the intention of the
persons designated as proxy attorneys to vote, at their discretion, for nominees
to replace those who are unable to serve. The affirmative vote of a majority of
the common shares present and entitled to vote with respect to the election of
directors is required for the election of the nominees to the Board of
Directors.
The following information, including principal occupation or employment
for the past five or more years, is furnished with respect to each of the
following persons who are nominated as Class II Directors, each to serve for a
term of three years to expire in 2003.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
FOLLOWING NOMINEES:
Nominees for Election Until
2003 Annual Meeting - Class II
Name, Age, Principal Occupation for Director
Last Five Years and Other Directorships Since
Daniel P. Landguth, 53 1989
Chairman and Chief Executive
Officer of Black Hills Corporation. Director,
Rapid City Regional Hospital.
Rapid City, South Dakota
John R. Howard, 59 1977
President, Industrial Products, Inc., an
industrial parts distributor. Branch
Manager for Linweld, Inc.
Rapid City, South Dakota
David C. Ebertz, 54 1998
Consultant, Dave Ebertz Risk Management
Consulting, since January 2000. Owner and
President, Barlow Agency, Inc., an insurance agency,
until December 31, 1999.
Gillette, Wyoming
<PAGE>
Directors Whose Terms Expire at
2001 Annual Meeting - Class III
Name, Age, Principal Occupation for Director
Last Five Years and Other Directorships Since
Adil M. Ameer, 47 1997
President and Chief Executive Officer,
Rapid City Regional Hospital.
Rapid City, South Dakota
Everett E. Hoyt, 60 1991
President and Chief Operating Officer of
Black Hills Power and Light Company.
Rapid City, South Dakota
Thomas J. Zeller, 52 1997
President, RE/SPEC Inc., a technical consulting
and services firm. Chairman of the Board,
Teachmaster Technologies, Inc., an educational
software and consulting firm.
Rapid City, South Dakota
Directors Whose Terms Expire at
2002 Annual Meeting - Class I
Name, Age, Principal Occupation for Director
Last Five Years and Other Directorships Since
David S. Maney, 36 1999
Founder, President and CEO of Worldbridge
Broadband Services, Inc. and Open Access
Broadband Networks, Inc.
Golden, Colorado
Bruce B. Brundage, 64 1986
President and Director, Brundage &
Company, a firm specializing in corporate
financing.
Englewood, Colorado
Kay S. Jorgensen, 49 1992
Co-Owner and Vice President, Jorgensen-Thompson
Creative Broadcast Services.
Spearfish, South Dakota
<PAGE>
Security Ownership of Management
As of February 29, 2000, the following table sets forth the beneficial
ownership of our common stock for each director, each executive officer named in
the summary compensation table, and all of our directors and executive officers
as a group. Beneficial ownership includes shares a director or executive officer
has the power to vote or transfer, and stock options that are exercisable
currently or within 60 days of February 29, 2000.
The common stock interest of each named person and all directors and
executive officers as a group represents 1.3 percent of the aggregate amount of
common stock issued and outstanding. Except as indicated by footnote below, the
beneficial owner possesses sole voting and investment powers with respect to the
shares shown.
Shares Options Directors
Name of Beneficially Exercisable Common Stock
Beneficial Owner Owned Within 60 Days Equivalents (1) Total
Adil M. Ameer 1,097(2) 657 1,754
Bruce B. Brundage 5,422(3) 5,903 11,325
David C. Ebertz 1,739(4) 397 2,136
Gary R. Fish 7,796(5) 23,000 30,796
John R. Howard 16,864 4,708 21,572
Everett E. Hoyt 10,683 19,000 29,683
Kay S. Jorgensen 2,516 1,717 4,233
Daniel P. Landguth 15,866 45,600 61,466
David S. Maney 1,168(6) 180 1,348
James M. Mattern 5,595 19,000 24,595
Thomas M. Ohlmacher 3,515 19,000 22,515
Thomas J. Zeller 1,172(7) 657 1,829
All directors and
executive officers
as a group 90,046 173,800 14,221 278,068
(1)Includes common stock allocated to the directors' accounts in the
Directors' Stock Based Compensation Plan of which the trustee has sole voting
and investment authority.
(2)Includes 150 shares owned jointly with Mr. Ameer's spouse as to
which he shares voting and investment authority.
(3)Includes 5,400 shares owned by Brundage & Co. Pension Plan and Trust
of which Mr. Brundage is the trustee with sole voting and investment authority.
(4)Includes 506 shares owned jointly with Mr. Ebertz's spouse as to
which he shares voting and investment authority.
(5)Includes 6,236 shares owned jointly with Mr. Fish's spouse as to
which he shares voting and investment authority.
(6)Includes 1,000 shares owned jointly with Mr. Maney's spouse as to
which he shares voting and investment authority.
(7)Includes 225 shares owned jointly with Mr. Zeller's spouse as to
which he shares voting and investment authority.
Based solely upon a review of Black Hills Corporation's records and
copies of reports on Form 3, 4 and 5 furnished to us, we believe that during
1999 all persons subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the required reports on a
timely basis.
The Board and Committees
Our Executive Committee is comprised of Adil M. Ameer, John R. Howard,
Daniel P. Landguth, and Thomas J. Zeller, with Mr. Landguth serving as
Chairperson. The Committee exercises the authority of the Board of Directors
in the interval between meetings of the Board, recommends to the Board of
Directors persons to be elected as officers, and recommends persons to be
appointed to Board Committees. The Executive Committee held three meetings
during 1999.
Our Compensation Committee is comprised of Adil M. Ameer, Bruce B.
Brundage, David C. Ebertz, John R. Howard, Kay S. Jorgensen, David S. Maney and
Thomas J. Zeller, with Mr. Zeller serving as Chairperson. The Committee
performs functions required by the Board of Directors in the administration of
all federal and state statutes relating to employment and compensation,
recommends to the Board of Directors compensation for officers, and considers
and approves the Company'sccompensation program including benefits, stock option
plans and stock ownership plans. The Compensation Committee held six
meetings in 1999.
Our Audit Committee is comprised of Adil M. Ameer, David C. Ebertz,
John R. Howard, and Kay S. Jorgensen, with Mr. Ameer serving as Chairperson. The
Committee annually recommends to the Board of Directors an independent
accounting firm to be appointed by the Board for ratification by our
shareholders, reviews the scope and results of the annual audit including
reports and recommendations of the firm, reviews our internal audit function,
and periodically confers with the internal audit group, our management, and our
independent accountants. The Audit Committee held two meetings in 1999.
Our Nominating Committee is comprised of Bruce B. Brundage, Kay S.
Jorgensen, Daniel P. Landguth, David S. Maney and Thomas J. Zeller, with Mr.
Brundage serving as Chairperson. The Committee recommends to the Board of
Directors persons to be nominated as directors or to be elected to fill
vacancies on the Board. The Bylaws require that an outside director serve as
Chairperson of the Committee. The Nominating Committee held two meetings in
1999.
Pursuant to our Bylaws, nominations from our shareholders for
membership on the Board of Directors will be considered by the Nominating
Committee. Our shareholders who wish to submit names for future consideration
for Board membership should do so in writing prior to January 8, 2001, addressed
to Nominating Committee, c/o Corporate Secretary, Black Hills Corporation, P.O.
Box 1400, Rapid City, South Dakota 57709.
Members of the Committees referred to herein are designated by our
Directors upon recommendation of the Executive Committee each year at a meeting
held following our annual meeting of shareholders.
Our Board of Directors held eleven meetings during 1999. Each Director
attended no less than 80 percent of the aggregate of the total number of Board
meetings and Committee meetings on which the Director served.
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee is solely comprised of the following outside
directors: Adil M. Ameer, Bruce B. Brundage, David C. Ebertz, John R. Howard,
Kay S. Jorgensen, David S. Maney and Thomas J. Zeller.
Mr. Ameer is a Director of Black Hills Corporation and serves as a
member of its Compensation Committee. Mr. Landguth, our Chairman, President
and Chief Executive Officer, is also a director of Rapid City Regional Hospital,
a non-profit organization of which Mr. Ameer is President and Chief Executive
Officer. Mr. Landguth is serving a six-year term on the Rapid City Regional
Hospital Board which will end in July 2000. Mr. Ameer and Mr. Landguth do not
participate in any compensation decisions involving each other.
Western Health, a subsidiary of Rapid City Regional Hospital, is a
third party administrator for our healthcare plans. We have paid approximately
$76,000 to Western Health in 1999 for its services.
Worldwide Broadband Services, of which Mr. Maney was President and
Chief Executive Officer in 1999, sold products and services totaling $395,000
during 1999 to Black Hills FiberCom, a subsidiary of ours.
Directors' Fees
Directors who are not officers receive an annual fee of $15,500 plus a
fee of $600 for each board meeting and committee meeting attended, provided such
committee meetings are substantive in nature and content.
In addition, each outside director receives common stock equivalents
equal to $7,000 per year divided by the market price of our common stock. The
common stock equivalents are payable in stock or cash at retirement or can be
deferred at the election of the director.
Members of our Board of Directors are required to beneficially own 100
shares of common stock when they are initially elected a director and to apply
at least 50 percent of his or her retainer toward the purchase of additional
shares until the director has accumulated at least 2,000 shares of common stock.
Executive Compensation
Compensation Committee Report on Executive Compensation
The Compensation Committee of our Board of Directors is composed
entirely of directors who are not employees of Black Hills Corporation. The
Compensation Committee is responsible for developing and making recommendations
to the Board of Directors on the executive compensation program. The components
of our executive compensation program consist of a base salary, annual incentive
plan and a long-term incentive stock option plan The committee oversees and
administers the incentive compensation programs including the determination of
the annual and long-term incentive awards.
The executive compensation strategy is based on principles designed to:
* Promote the relationship between pay and performance;
* Attract, retain and encourage the development of highly qualified
and motivated executives;
* Recognize and reward outstanding performance;
* Provide compensation that is competitive and equitable; and
* Promote overall corporate performance linked to the mutual interest
of our shareholders.
The Committee retains the services of an independent international
consulting firm, Hewitt Associates, to review and evaluate our compensation
program as compared to compensation practices of other companies with similar
characteristics, including size, type of business and compensation philosophy.
In response to the increased competition in the energy industry and changes in
the size and mix of our business, the comparative groups are comprised of both
traditional utility and general industry companies. (The companies included in
the comparative group are not identical to those included in the EEI Index in
the Stock Performance Graph included in this proxy statement). The Committee
seeks to establish a market based level for each salary range that is at or near
the median, 50th percentile, of the comparative groups surveyed. Recommendations
made by the Committee are based upon the market analysis, company performance
and achievement of individual performance objectives. The 1999 compensation
analysis indicated that the market values increased significantly due to our
growth in revenue size and in industry wide executive compensation levels.
In April 1999, the Compensation Committee reviewed the base salary of
our Chief Executive Officer. In determining the base salary, the Committee
considered the recommendations from the Hewitt Associates study as well as the
goals and objectives of the strategic plan which included a target return on
equity, earnings growth and common stock performance. Consolidated earnings per
share, excluding a special non-cash charge to earnings related to abnormally low
oil prices, increased 7 percent in 1998 to $1.60 compared to $1.49 in 1997. Our
1998 consolidated return on equity was 16.1 percent, dividends increased 5.3
percent and total shareholder return was 17 percent. The Compensation Committee
recommended and the Board of Directors approved a 17 percent base salary
increase in the amount of $40,800 for the Chief Executive Officer. In addition
to the recognition for performance achievements, the increase to base salary
more closely aligned the Chief Executive Officer's base salary to the market.
We currently maintain a variety of employee benefit plans and programs
in which our executive officers may participate, including the short-term annual
incentive compensation program, the retirement savings plan, the pension plan,
and the Pension Equalization Plan. With the exception of the Short-Term Annual
Incentive Plan and the Pension Equalization Plan, these benefit plans and
programs are generally available to all of our employees.
The Short-Term Annual Incentive Compensation Program was designed to
recognize and reward the contribution that group performance makes to corporate
success. Only our executive officers are eligible to participate in the plan at
this time. The program has a corporate goal that is based upon the percentage of
consolidated earnings per share that exceeds targeted amounts. Target award
levels are a percentage of each executive officer's base salary. The percentage
for our Chief Executive Officer was 45 percent and for the other executive
officers ranged from 30 percent to 35 percent. Individual awards may be greater
or less than target amounts based on an assessment of individual performance.
Awards can range from 0 percent to 150 percent of the target amount. As a result
of strong 1999 actual earnings and the furtherance of our corporate goals, cash
awards were made to nine executive officers in the aggregate amount of $442,100.
The awards ranged from 30 percent of base salary to 45 percent of base salary.
The Chief Executive Officer received $127,350 or 45 percent of his base salary
for the year 1999. The executive officers are required to purchase our common
stock with 50 percent of the Short-Term Annual Incentive Bonus.
COMPENSATION COMMITTEE
Thomas J. Zeller, Chairperson Adil M. Ameer Bruce B. Brundage
David C. Ebertz John R. Howard Kay S. Jorgensen
David S. Maney
<PAGE>
The following table is furnished for the fiscal year ended December 31,
1999, with respect to our Chief Executive Officer and the four other most highly
compensated executive officers for 1999.
-------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------
-------------------------------------- ------ -------------------- ------------
Annual Compensation Long-Term
Compensation
-------------------------------------- ------ ------------------- ------------
-------------------------------------- ------ --------- --------- ------------
Name and Principal Position Year Salary Bonus(1) Securities
Underlying
Options
Granted(2)
-------------------------------------- ------ --------- --------- -------------
-------------------------------------- ------ --------- --------- -------------
Daniel P. Landguth 1999 $262,600 $127,350 23,500
Chairman and Chief Executive Officer 1998 237,550 47,683 18,000
1997 222,675 26,399 18,000
-------------------------------------- ------ --------- --------- -------------
-------------------------------------- ------ --------- --------- -------------
Everett E. Hoyt 1999 $169,100 $53,100 8,000
President and Chief Operating 1998 158,100 18,135 7,500
Officer of Black Hills Power and 1997 147,600 15,930 7,500
Light Company
-------------------------------------- ------ --------- -------- --------------
-------------------------------------- ------ --------- -------- --------------
Gary R. Fish 1999 $142,300 $61,250 10,500
President and Chief Operating 1998 123,350 18,154 10,500
Officer of Independent Energy 1997 105,012 12,349 10,500
-------------------------------------- ------ --------- -------- --------------
-------------------------------------- ------ --------- -------- --------------
Thomas M. Ohlmacher 1999 $126,500 $35,700 8,000
Vice President - Power Supply 1998 112,350 12,825 7,500
1997 101,452 11,997 7,500
-------------------------------------- ------ --------- -------- --------------
-------------------------------------- ------ --------- -------- --------------
James M. Mattern 1999 $116,200 $37,800 8,000
Senior Vice President - Corporate 1998 104,350 11,970 7,500
Administration and Assistant to the 1997 93,001 10,987 7,500
Chief Executive Officer
-------------------------------------- ------ --------- -------- --------------
(1)Bonus amounts include amounts earned under the Short-Term Annual
Incentive Plan in 1999 and 1998, and the Results Compensation Program and the
Executive Gainshare Program in 1997, cash bonus programs for our employees based
on the attainment of predetermined profitability measures.
(2)Reflects the 3-for-2 stock split on March 10, 1998.
<PAGE>
--------------------------------------------------------------------------------
BLACK HILLS CORPORATION STOCK OPTION GRANTS IN 1999(1)
--------------------------------------------------------------------------------
-------------------- ------------ --------------- ---------- ---------- --------
Name Number of Percent of Exercise Expiration Grant
Securities Total Options Price Date Date
Underlying Granted to Present
Options Employees Value(2)
Granted
-------------------- ------------ --------------- ---------- ---------- --------
-------------------- ------------ --------------- ---------- ---------- --------
Daniel P. Landguth 23,500 16.8% $24.0625 07/20/09 $103,635
-------------------- ------------ --------------- ---------- ---------- --------
-------------------- ------------ --------------- ---------- ---------- --------
Everett E. Hoyt 8,000 5.7% $24.0625 07/20/09 $ 35,280
-------------------- ------------ --------------- ---------- ---------- --------
-------------------- ------------ --------------- ---------- ---------- --------
Gary R. Fish 10,500 7.5% $24.0625 07/20/09 $ 46,305
-------------------- ------------ --------------- ---------- ---------- --------
-------------------- ------------ --------------- ---------- ---------- --------
Thomas M. Ohlmacher 8,000 5.7% $24.0625 07/20/09 $ 35,280
-------------------- ------------ --------------- ---------- ---------- --------
-------------------- ------------ --------------- ---------- ---------- --------
James M. Mattern 8,000 5.7% $24.0625 07/20/09 $ 35,280
-------------------- ------------ --------------- ---------- ---------- --------
(1)Options vest annually in installments of 33 percent per year
beginning on the first anniversary of the date of grant. All options become
fully vested if a change in control occurs.
(2)The Black-Scholes option-pricing model was used in determining the
present value of the options granted. The assumptions utilized in the
Black-Scholes model are as follows: 19.87 percent for expected volatility; 6.68
percent for risk free rate of return; 4.2 percent for dividend yield; and 10
years for the time of exercise.
================================================================================
STOCK OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES(1)
==================== --------------------------------- =========================
Value of Unexercised
Number of Securities Underlying In-the-Money Options at
Unexercised Option at 12/31/99 12/31/99 Exercisable/
Name Exercisable/Unexercisable(2) Unexercisablea(3)
==================== --------------------------------- =========================
Daniel P. Landguth 45,600/35,500 $155,240/$18,000
==================== --------------------------------- =========================
Everett E. Hoyt 19,000/13,000 $64,687/$7,500
==================== --------------------------------- =========================
Gary R. Fish 23,000/17,500 $70,687/$10,500
==================== --------------------------------- =========================
Thomas M. Ohlmacher 19,000/13,000 $64,687/$7,500
==================== ================================= =========================
James M. Mattern 19,000/13,000 $64,687/$7,500
==================== ================================= =========================
(1)No options were exercised by the above named individuals in 1999.
(2)The number of options have been adjusted to reflect the 3-for-2 stock split
on March 10, 1998.
(3)Value of unexercisable options is the market value of the shares at year-end
minus the exercise price.
Retirement Plans
We have a defined benefit retirement plan, a pension plan, for our
employees. The plan provides benefits at retirement based on length of
employment service and average monthly pay in the five consecutive calendar
years of highest earnings out of the last ten years. Our employees do not
contribute to the plan. The amount of annual contribution by us to the plan is
based on an actuarial determination. Accrued benefits become 100 percent vested
after an employee completes five years of service.
We amended the plan, effective January 1, 2000, whereby future benefits
under the plan were decreased and in return we offer a 401(k) match. Our
employees who were age 50 on December 31, 1999 could make a one-time election to
remain under the old plan without the 401(k) match or participate under the
revised plan with a 401(k) match.
We also have a Pension Equalization Plan, a nonqualified supplemental
plan, in which benefits are not tax deductible until paid, designed to provide
the higher paid executive employee a retirement benefit which, when added to
social security benefits and the pension to be received under the defined
benefit retirement plan, will approximate retirement benefits being paid by
other employers to its employees with like executive positions. The employee's
pension from the qualified pension plan is limited under current law to $135,000
annually and the compensation taken into account in determining contributions
and benefits cannot exceed $170,000. The amount of deferred compensation paid
under nonqualified plans such as the Pension Equalization Plan is not subject to
the limits. A participant under the Pension Equalization Plan does not qualify
for benefits until the benefits become vested under a vesting schedule -- 20
percent after three years of employment under the plan increasing up to 100
percent vesting after eight years of employment under the plan. No credit for
past service is granted under the Pension Equalization Plan. The annual benefit
is 25 percent of the employee's average earnings, if salary was less than two
times the Social Security Wage Base, or 30 percent, if salary was more than two
times the Social Security Wage Base, times the vesting percentage. Average
earnings are normally an employee's average earnings for the five highest
consecutive full years of employment during the ten full years of employment
immediately preceding the year of calculation. The annual Pension Equalization
Plan benefit is paid on a monthly basis for 15 years to each participating
employee and, if deceased, to the employee's designated beneficiary or estate,
commencing at the earliest of death or when the employee is both retired and 62
years of age or more.
In the event that at the time of a participant's retirement the
participant's salary level exceeds the qualified pension plan annual
compensation limitation of $170,000, then the participant shall receive an
additional benefit which is measured by the difference between the monthly
benefit which would have been provided to the participant under the defined
benefit retirement plan as if there were no annual compensation limitation and
the monthly benefit to be provided to the participant under the defined benefit
retirement plan.
Participants in the Pension Equalization Plan are designated by our
Board of Directors upon recommendation of the Chief Executive Officer. Selection
is based on key employees as determined by management and consideration of
performance rather than being based solely on salary. The minimum salary
component applied in the selection process is the maximum annual Social Security
taxable wage base that is presently at $76,200.
<PAGE>
Retirement Benefits
The following table illustrates estimated annual benefits payable under
the defined benefit retirement plan and the Pension Equalization Plan to our
employees who retire at the normal retirement date.
Years of Service
=========== ========= ========= ========= ========= ========
Annual Pay 15 20 25 30 35
Years Years Years Years Years
=========== ========= ========= ========= ========= ========
$110,000 $ 51,916 $ 60,055 $ 68,194 $ 76,333 $ 84,472
125,000 59,266 68,605 77,944 87,283 96,622
150,000 79,016 90,355 101,694 113,033 124,372
175,000 92,516 105,855 119,194 132,533 145,872
200,000 106,016 121,355 136,694 152,033 167,372
225,000 119,516 136,855 154,194 171,533 188,872
250,000 133,016 152,355 171,694 191,033 210,372
The years of credited service under the defined benefit retirement plan
for the executive officers shown in the preceding summary compensation table are
as follows: Daniel P. Landguth, 30 years; Everett E. Hoyt, 25 years; Gary R.
Fish, 13 years; James M. Mattern, 12 years; Thomas M. Ohlmacher, 24 years. Mr.
Hoyt's benefits will be reduced for service from prior employment.
The benefits in the foregoing table were calculated as a straight life
annuity. Amounts shown are exclusive of Social Security benefits and include
benefits from both the defined benefit retirement plan and from the Pension
Equalization Plan assuming a 100 percent vested interest in the Pension
Equalization Plan.
Employees' Stock Purchase Plan
Our employees and those of our subsidiaries are eligible to participate
in the Employees' Stock Purchase Plan, as approved by the shareholders at the
1987 Annual Meeting under which offerings of our common stock, at the discretion
of the Board of Directors, are made to employees at a price equal to 90 percent
of the closing sale price on the New York Stock Exchange on the date of the
offering. Employees may purchase up to 400 shares per offering. An offering was
extended to employees in 1999 at a price of $21.66 per share. Shares are held in
nominee name until subscriptions are paid for in full.
Retirement Savings Plan
We have a Retirement Savings Plan under Section 401(k) of the Internal
Revenue Code of 1986, as amended, which permits our employees and those of our
subsidiaries, including officers, to elect to invest up to 20 percent of their
eligible earnings on a pre-tax basis into an investment fund subject to
limitations imposed by the Internal Revenue Code.
Effective January 1, 2000, we provide a matching contribution of 100
percent of the employee's tax deferred contribution, subject to a maximum of
three percent of the employee's compensation.
Distribution from the fund will be made to employees at termination of
employment, retirement, death, or in case of hardship. No amounts were paid or
distributed pursuant to the Retirement Savings Plan to the individuals named
herein nor to the officers as a group.
Severance Agreements
We have entered into change of control severance agreements with each
of our executive officers and certain key employees. The change of control
severance agreements provide for certain payments and other benefits to be
payable upon a change in control and a subsequent termination of employment,
either involuntary or for a good reason.
A change in control is defined in the agreements as:
* an acquisition of 30 percent or more of our common stock,
except for certain defined acquisitions, such as acquisition
by employee benefit plans, us, or any of our subsidiaries; or
* members of our incumbent Board of Directors at the time the
agreements were executed cease to constitute at least
two-thirds of the members of the Board of Directors, with the
incumbent Board of Directors being defined as those
individuals consisting of the Board of Directors on the date
the agreement was executed and any other directors elected
subsequently whose election was approved by the incumbent
Board of Directors; or
* approval by our shareholders of:
* a merger, consolidation, or reorganization;
* liquidation or dissolution;
* or agreement for sale or other disposition of all or
substantially all of our assets, with exceptions for
transactions which do not involve an effective
change in control of voting securities or Board of
Directors membership, and transfers to subsidiaries
or sale of subsidiaries; and
* all regulatory approvals required to effect a change in
control have been obtained.
In the change of control severance agreements, a good reason for
termination which would trigger payment of benefits is defined to include:
* a change in the executive's status, title, position or
responsibilities;
* a reduction in the executive's annual compensation or any
failure to pay the executive any compensation or
benefits to which he or she is entitled within seven days
of the date due;
* any material breach by us of any provisions of the change of
control severance agreement;
* requiring the executive to be based outside a 50-mile radius
from Rapid City, South Dakota; or * our failure to
obtain an agreement from any successor company to assume and
agree to perform the change of control severance agreement.
The agreement with the Chief Executive Officer also contains an optional window
period, a 30-day period of time beginning on the one-year anniversary after the
change in control, during which time the Chief Executive Officer may terminate
for any reason and receive the payments and benefits.
Upon a change in control, the executive will have an employment
contract for a three-year period, but not beyond age 65. During this employment
term, the executive shall receive annual compensation at least equal to the
highest rate in effect at any time during the one-year period preceding the
change in control and shall also receive employment welfare benefits, pension
benefits, and supplemental retirement benefits on a basis no less favorable than
those received prior to the change in control.
If the executive's employment is terminated during the three-year
employment term involuntarily, for a good reason, or by the Chief Executive
Officer for any reason during a window period, then the executive is entitled to
the following benefits:
o severance pay equal to 2.99 times executive's five-year average
taxable compensation, provided that the foregoing payment is
subject to proportionate reduction based upon when termination
takes place during the three-year employment term and based upon a
ratio of the executive's employment term to 36 months; and
o continuation of employee welfare benefits for the remainder of the
employment term, with an offset for similar benefits received,
along with additional credited service under the Pension
Equalization Plan and defined benefit retirement plan equal to the
remainder of the employment term.
The change of control severance agreements contain a "cap" provision
which reduces any amounts payable to an amount which would prevent any payments
from being nondeductible under the Internal Revenue Code. The change of control
severance agreements provide for reimbursement of legal fees and expenses of the
executive incurred after the change in control by the executive in seeking to
obtain or enforce any benefits provided by the change of control severance
agreement. The executive is not required to mitigate the amount of any payment
or benefit by seeking other employment or otherwise, and the payments or
benefits are not reduced whether or not the executive obtains other employment
and/or benefits, except for employee welfare benefits.
Stock Performance Graph
The graph below compares the cumulative shareholder return on our
common stock for the last five fiscal years with the cumulative total return of
the S&P 500 Index and the Edison Electric Institute Electric Index over the same
period, assuming the investment of $100 on December 31, 1994, and the
reinvestment of all dividends.
(INSERT GRAPH)
1995 1996 1997 1998 1999
Black Hills Corporation $123 $147 $194 $227 $200
S&P 500 $138 $169 $226 $290 $351
EEI Electric $131 $133 $169 $192 $157
<PAGE>
ITEM III: APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Arthur Andersen LLP, independent public accountants, conducted
the audit of the Company and its subsidiaries for 1999. Representatives of
Arthur Andersen LLP will be present at our annual meeting and will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
Audit services performed by Arthur Andersen LLP during 1999 included audits
of our financial statements and those of our subsidiaries and analysis of
interim financial information.
Our Board of Directors, on recommendation of the Audit Committee and
subject to ratification by our shareholders, has appointed Arthur Andersen LLP
to perform an audit of our consolidated financial statements and those of our
subsidiaries for the year 2000 and to render their opinion thereon.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP TO SERVE AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR 2000
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Shareholder proposals intended to be presented at our 2001 annual meeting
of shareholders must be received by our Secretary in writing at our home offices
at 625 Ninth Street, P.O. Box 1400, Rapid City, South Dakota 57709, prior to
January 8, 2001. Any proposal submitted must be in compliance with Rule 14a-8 of
Regulation 14A of the Securities and Exchange Commission.
ITEM IV: TRANSACTION OF OTHER BUSINESS
Our Board of Directors does not intend to present any business for action
by our shareholders at the meeting except the matters referred to in this proxy
statement. If any other matters should be properly presented at the meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
thereon in accordance with the recommendations of our Board of Directors.
<PAGE>
Please complete and sign the accompanying form of proxy whether or not you
expect to be present at the meeting and promptly return it in the enclosed
postage paid envelope.
By Order of the Board of Directors,
ROXANN R. BASHAM
Vice President - Finance
and Corporate Secretary/ Treasurer
Dated: May 8, 2000
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information required by Item 13, Financial and Other Information, of
Regulation 14-A is provided in our annual report to our shareholders and Form
10-K for the year ended December 31, 1999, which is incorporated by reference
into this proxy statement.
Our 1999 Annual Report to Shareholders was previously mailed to our
shareholders.
================================================================================
PLEASE COMPLETE, SIGN AND RETURN PROMPTLY
THE ENCLOSED PROXY SO THAT YOUR STOCK MAY
BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
================================================================================
<PAGE>
EXHIBIT A
PLAN OF EXCHANGE
BETWEEN
BLACK HILLS CORPORATION
(a South Dakota corporation)
AND
BLACK HILLS HOLDING CORPORATION
(a South Dakota corporation)
RECITALS
A. Black Hills Corporation ("Black Hills") is a corporation duly
organized, validly existing and in good standing under the laws of the State of
South Dakota; Black Hills is authorized to issue 50,000,000 shares of common
stock, $1 par value ("Black Hills Common Stock"), of which 21,390,949 shares are
currently issued and outstanding; 270,000 shares of cumulative preferred stock,
$100 par value, of which no shares were issued and outstanding; and 400,000
shares of series cumulative preferred stock, no par value, of which no shares
are currently issued and outstanding.
B. Black Hills Holding Corporation (the "Holding Company"), a wholly
owned subsidiary of Black Hills, is a corporation duly organized, validly
existing and in good standing under the laws of the State of South Dakota;
Holding Company is authorized to issue 100,000,000 shares of common stock, $1
par value ("Holding Company Common Stock"), of which 100 shares are issued and
outstanding, and 25,000,000 shares of series preferred stock, no par value, of
which no shares are issued and outstanding.
C. The Board of Directors of Black Hills has adopted resolutions
approving this Plan of Exchange (the "Plan") in accordance with the South Dakota
Business Corporation Act (the "BCA") and directing that it be submitted to the
shareholders of Black Hills for adoption.
ARTICLE I
General
1.01. Parties to Exchange. Black Hills and the Holding Company shall
effect the exchange of all outstanding shares of Black Hills Common Stock for
shares of Holding Company Common Stock in accordance with and subject to the
terms of this Plan (the "Exchange"). The Exchange shall be subject to the
receipt of the following conditions precedent and such other conditions as the
Board of Directors of Black Hills shall determine: (1) the receipt of all
necessary governmental approvals and such governmental approvals shall not
contain, in the sole judgment of the Board of Directors of Black Hills, any
unacceptable conditions; (2) receipt of shareholder approval as required by the
BCA; (3) the listing, on official notice of issuance, of the Holding Company
Common Stock on the New York Stock Exchange; (4) the receipt of an opinion of
counsel covering certain United States federal income tax matters; and (5) the
effectiveness of a registration statement under the Securities Act of 1933
covering the Holding Company Common Stock to be issued or reserved for issuance
in connection with the Exchange.
1.02. Effectiveness. Articles of Exchange, and such other documents and
instruments as are required by, and complying in all respects with, the BCA
shall be delivered to the appropriate state officials for filing. The Exchange
shall become effective upon the date specified in the Articles of Exchange as
filed with the Secretary of State of South Dakota (the "Effective Time").
1.03. Termination. Notwithstanding shareholder approval of this Plan,
this Plan may be terminated at any time prior to the Effective Time by either
Black Hills or Holding Company by written notice duly authorized by its board of
directors delivered to the other corporation.
1.04. Amendment. This Plan may be amended by the written agreement of
Black Hills and the Holding Company at any time prior to submission of the Plan
to the shareholders of Black Hills for approval and, at any time thereafter
prior to the Effective Time except to (i) change the amount or kind of shares to
be received by the shareholders of Black Hills or (ii) adversely affect the
rights of the shareholders of Black Hills.
ARTICLE II
Capital Stock
2.01. Exchange. At the Effective Time, each share of Black Hills Common
Stock issued and outstanding immediately prior to the Effective Time shall, by
virtue of the Exchange and without any action on the part of any holder thereof,
be converted and exchanged into one share of Holding Company Common Stock and
the Holding Company shall thereupon have acquired and be the holder of each
share of Black Hills Common Stock converted and exchanged in the Exchange. All
shares of the Holding Company Common Stock so issued shall be validly issued,
fully paid and nonassessable.
At the Effective Time, each share of Black Hills Preferred Stock issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Exchange and without any action on the part of any holder thereof, be converted
and exchanged into one share of Holding Company Preferred Stock and the Holding
Company shall thereupon have acquired and be the holder of each share of Black
Hills Preferred Stock converted and exchanged in the Exchange. All shares of the
Holding Company Preferred Stock so issued shall be validly issued, fully paid
and nonassessable.
2.02. Treasury Stock. At the Effective Time, each share of Black Hills
Common Stock held in the treasury of Black Hills shall be canceled and shall be
restored to the status of authorized but unissued shares. Black Hills common
stock held by Wyodak Resources Development Corp., a subsidiary of Black Hills
Corporation, will be exchanged for shares of Black Hills Holding Corporation.
2.03. Certificates. Following the Effective Time, each holder of an
outstanding certificate or certificates theretofore representing shares of Black
Hills Common Stock may, but shall not be required to, surrender the same to the
Holding Company for reissuance of a new certificate or certificates in holder's
name or for transfer, and each such holder or transferee will be entitled to
receive a certificate or certificates representing the same number of shares of
the Holding Company. Without any further action on the part of Black Hills or
the Holding Company, each outstanding certificate which, immediately before the
Effective Time, represented Black Hills Common Stock shall be deemed and treated
for all corporate purposes to represent the ownership of the same number of
shares of Holding Company Common Stock as though a surrender or transfer and
exchange had taken place. The holders of Black Hills Common Stock at the
Effective Time shall have no right at or after the Effective Time to have their
shares of Black Hills Common Stock transferred on the stock transfer books of
Black Hills (such stock transfer books being deemed closed for this purpose at
the Effective Time) and at and after the Effective Time such stock transfer
books shall be deemed to be the stock transfer books of the Holding Company.
2.04. Cancellation of Holding Company Common Stock Held by Black Hills.
Immediately prior to the Effective Time, each share of Holding Company Common
Stock issued and outstanding immediately before the Effective Time shall be
canceled and thereupon shall constitute an authorized but unissued share, and
all rights in respect thereof shall cease. Black Hills, as the sole holder of
Holding Company Common Stock, consents to such cancellation.
2.05. Assumption of Black Hills' Benefit Plans. The Holding Company
hereby agrees to assume, and Black Hills acknowledges such assumption at and as
of the Effective Time, the following stock benefit plans of Black Hills:
Dividend Reinvestment and Stock Purchase Plan, Employee Stock Purchase Plan,
1996 and 1999 Stock Option Plans, Short-Term Annual Incentive Compensation Plan,
Retirement Savings 401(k) Plan, Outside Directors Stock Based Compensation Plan
and Non-Qualified Deferred Compensation Plan (collectively, the "Benefit
Plans"). In connection with the foregoing, the parties agree that the Benefit
Plans shall be amended to provide that the Holding Company Common Stock will be
issued in lieu of Black Hills Common Stock under the terms of the Benefit Plans.
The Holding Company shall reserve, for purposes of the Benefit Plans, that
number of shares of Holding Company Common Stock equivalent to the number of
shares of Black Hills Common Stock reserved for such purposes immediately prior
to the Effective Time.
2.06. Election of Directors. Prior to or as of the Effective Time, the
Holding Company shall cause each director of Black Hills who is not then also a
director of the Holding Company to be elected a director of the Holding Company
so that as of the Effective Time, the Holding Company shall have the same
directors as Black Hills.
2.07. Name Change. At and as of the Effective Time, the name of Black
Hills shall be changed to "Black Hills Power and Light Company," and the name of
Holding Company shall be changed to "Black Hills Corporation."
2.08. Governing Law. This Plan of Exchange shall be governed by
and construed in accordance with the laws of the State of South Dakota.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Plan of
Exchange as of April 28, 2000.
BLACK HILLS CORPORATION
By: /s/ Daniel P. Landguth
Name: Daniel P. Landguth
Title: Chairman of the Board and Chief
Executive Officer
BLACK HILLS HOLDING CORPORATION
By: /s/ Daniel P. Landguth
Name: Daniel P. Landguth
Title: Chairman of the Board, President and
Chief Executive Officer
<PAGE>
EXHIBIT B
DISSENTER'S RIGHTS
OF THE SOUTH DAKOTA BUSINESS CORPORATION ACT
SECTIONS 47-6-23 TO 47-6-23.3
and
SECTIONS 47-6-40 TO 47-6-50
47-6-23. Dissent by shareholder - Right to receive payment for shares. Any
shareholder of a domestic corporation shall have the right to dissent from, and
to obtain payment for his shares in the event of, any of the following corporate
actions:
(1) Any plan of merger or consolidation to which the corporation
is a party;
(2) Any sale or exchange of all or substantially all of the
property and assets of the corporation not made in the usual
and regular course of its business, including a sale in
dissolution, but not including a sale pursuant to an order of
a court having jurisdiction in the premises or a sale for cash
on terms requiring that all or substantially all of the net
proceeds of sale be distributed to the shareholders in
accordance with their respective interests within one year
after the date of sale;
(3) Any plan of exchange to which the corporation is a party as
the corporation the shares of which are to be acquired;
(4) Any amendment of the articles of incorporation which
materially and adversely affects the rights appurtenant to the
shares of the dissenting shareholder in that it:
(a) Alters or abolishes a preferential right to such
shares;
(b) Creates, alters or abolishes a right in respect of
the redemption of such shares, including a provision
respecting a sinking fund for the redemption or
repurchase of such shares;
(c) Alters or abolishes a preemptive right of the holder
of such shares to acquire shares or other securities;
(d) Excludes or limits the right of the holder of such
shares to vote on any matter, or to cumulate his
votes, except as such right may be limited by
dilution through the issuance of shares or other
securities with similar voting rights; or
(5) Any other corporate action taken pursuant to a shareholder
vote with respect to which the articles of incorporation, the
bylaws, or a resolution of the board of directors directs that
dissenting shareholders shall have a right to obtain payment
for their shares.
47-6-23.1 Dissent as to less than all shares held - Beneficial owner. A
record holder of shares may assert dissenters' rights as to less than all of the
shares registered in his name only if he dissents with respect to all the shares
beneficially owned by any one person, and discloses the name and address of the
person or persons on whose behalf he dissents. In that event, his rights shall
be determined as if the shares as to which he has dissented and his other shares
were registered in the names of different shareholders.
A beneficial owner of shares who is not the record holder may assert
dissenters' rights with respect to shares held on his behalf, and shall be
treated as a dissenting shareholder under the terms of this section if he
submits to the corporation at the time of or before the assertion of these
rights a written consent of the record holder.
47-6-23.2. Rights of shareholders not entitled to vote on merger. The right
to obtain payment under Section 47-6-23 does not apply to the shareholders of
the surviving corporation in a merger if a vote of the shareholders of such
corporation is not necessary to authorize such merger.
47-6-23.3. Shareholder entitled to payment may not attack validity of action.
A shareholder of a corporation who has a right under Section 47-6-23 to obtain
payment for his shares may not, at law or in equity, attack the validity of the
corporate action that gives rise to his right to obtain payment, have the action
set aside or rescinded, unless the corporate action is unlawful or fraudulent
with regard to the complaining shareholder or to the corporation.
47-6-40. Definitions. Terms used in this chapter mean:
(1) "Corporation," the issuer of the shares held by the dissenter
before the corporate action, or the successor by merger or
consolidation of that issuer;
(2) "Dissenter," a shareholder or beneficial owner who is entitled
to and does assert dissenters' rights under this chapter, and
who has performed every act required up to the time involved
for the assertion of such rights;
(3) "Fair value" of shares, their value immediately before the
effectuation of the corporate action to which the dissenter
objects, excluding any appreciation or depreciation in
anticipation of such corporate action unless such exclusion
would be inequitable;
(4) "Interest," interest from the effective date of the corporate
action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans,
or, if none, at such rate as is fair and equitable under all
the circumstances.
47-6-41. Notice to shareholders of right to dissent and obtain payment. If a
proposed corporate action which would give rise to dissenters' rights under this
chapter is submitted to a vote at a meeting of shareholders, the notice of
meeting shall notify all shareholders that they have or may have a right to
dissent and obtain payment for their shares by complying with the terms of this
chapter, and shall be accompanied by a copy of Sections 47-6-23 to 47-6-23.3,
inclusive, and Sections 47-6-40 to 47-6-50, inclusive.
47-6-42. Notice of intent to dissent - Refraining from voting - Effect of
Failure. If the proposed corporate action is submitted to a vote at a meeting of
shareholders, any shareholder who wishes to dissent and obtain payment for his
shares shall file with the corporation, prior to the vote, a written notice of
intention to demand that he be paid fair compensation for his shares if the
proposed action is effectuated, and shall refrain from voting his shares in
approval of such action. A shareholder who fails in either respect acquires no
right to payment of his shares under this section or Sections 47-6-23 to
47-6-23.3, inclusive.
47-6-43. Notice of procedure for demanding payment and depositing
certificates. If the proposed corporate action is approved by the required vote
at a meeting of shareholders, the corporation shall mail a further notice to all
shareholders who gave due notice of intention to demand payment and who
refrained from voting in favor of the proposed action. If the proposed corporate
action is to be taken without a vote of shareholders, the corporation shall send
to all shareholders who are entitled to dissent and demand payment for their
shares a notice of the adoption of the plan of corporate action. The notice
shall (1) state where and when a demand for payment shall be sent and
certificates of certificated shares shall be deposited in order to obtain
payment, (2) inform holders of uncertificated shares to what extent transfer of
shares will be restricted from the time that demand for payment is received, (3)
supply a form for demanding payment which includes a request for certification
of the date on which the shareholder, or the person on whose behalf the
shareholder dissents, acquired beneficial ownership of the shares, and (4) be
accompanied by a copy of Sections 47-6-23 to 47-6-23.3, inclusive, and Sections
47-6-40 to 47-6-50, inclusive. The time set for the demand and deposit shall be
not less than thirty days from the mailing of the notice.
47-6-44. Failure to demand payment or deposit certificates - Waiver
Restrictions on transfers. A shareholder who fails to demand payment, or fails,
in the case of certificated shares, to deposit certificates, as required by a
notice pursuant to Section 47-6-43 has no right under this chapter to receive
payment for his shares. If the shares are not represented by certificates, the
corporation may restrict their transfer from the time of receipt of demand for
payment until effectuation of the proposed corporate action, or the release of
restrictions under the terms of Sections 47-6-45 and 47-6-46. The dissenter
shall retain all other rights of a shareholder until these rights are modified
by effectuation of the proposed corporate action.
47-6-45. Return of certificates or release of restrictions on failure to
effectuate action - New notice. Within sixty days after the date set for
demanding payment and depositing certificates, if the corporation has not
effectuated the proposed corporate action and remitted payment for shares
pursuant to this chapter, it shall return any certificates that have been
deposited, and release uncertificated shares from any transfer restriction
imposed by reason of the demand for payment.
If uncertificated shares have been released from transfer restrictions, and
deposited certificates have been returned, the corporation may at any later time
send a new notice conforming to the requirements of Section 47-6-43 with like
effect.
47-6-46. Remittance of payment to dissenting shareholders - Information to
accompany remittance. Immediately upon effectuation of the proposed corporate
action, or upon receipt of demand for payment if the corporate action has
already been effectuated, the corporation shall remit to dissenters who have
made demand and, if their shares are certificated, have deposited their
certificates the amount which the corporation estimates to be the fair value of
the shares, with interest if any has accrued. The remittance shall be
accompanied by:
(1) The corporation's closing balance sheet and statement of
income for a fiscal year ending not more than sixteen months
before the date of remittance, together with the latest
available interim financial statements;
(2) A statement of the corporation's estimate of fair value
of the shares; and
(3) A notice of the dissenter's right to demand supplemental
payment, accompanied by a copy of Sections 47-6-23 to
47-6-23.3, inclusive, and Sections 47-6-40 to 47-6-50,
inclusive.
47-6-47. Demand for deficiency - Failure to demand as waiver. If the
corporation fails to remit as required by Section 47-6-46 or if the dissenter
believes that the amount remitted is less than the fair value of his shares, or
that the interest is not correctly determined, he may send the corporation his
own estimate of the value of the shares or of the interest and demand payment of
the deficiency.
If the dissenter does not file such an estimate within thirty days after the
corporation's mailing of its remittance, he shall be entitled to no more than
the amount remitted.
47-6-48. Petition for judicial determination of value of shares - Parties
Procedure - Effect of failure to file. Within sixty days after receiving a
demand for payment pursuant to Section 47-6-47, if any such demands for payment
remain unsettled, the corporation shall file in an appropriate court a petition
requesting that the fair value of the shares and interest thereon be determined
by the court.
An appropriate court shall be a court of competent jurisdiction in the county
of this state where the registered office of the corporation is located. If, in
the case of a merger or consolidation or exchange of shares, the corporation is
a foreign corporation without a registered office in this state the petition
shall be filed in the county where the registered office of the domestic
corporation was last located.
All dissenters, wherever residing, whose demands have not been settled shall
be made parties to the proceeding as in an action against their shares. A copy
of the petition shall be served on each such dissenter; if a dissenter is a
nonresident, the copy may be served on him by registered or certified mail or by
publication as provided by law.
The jurisdiction of the court shall be plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers shall have such power and
authority as shall be specified in the order of their appointment or in any
amendment thereof. The dissenters shall be entitled to discovery in the same
manner as parties in other civil suits.
All dissenters who are made parties shall be entitled, after a hearing
without a jury, to judgment for the amount by which the fair value of their
shares is found to exceed the amount previously remitted with interest.
If the corporation fails to file a petition as provided in this section, each
dissenter who made a demand and who has not already settled his claim against
the corporation shall be paid by the corporation the amount demanded by him with
interest, and may sue therefor in an appropriate court.
47-6-49. Assessment of costs and expenses of action. The costs and expenses
of any proceeding under Section 47-6-48, including the reasonable compensation
and expenses of appraisers appointed by the court, shall be determined by the
court and assessed against the corporation, except that any part of the costs
and expenses may be apportioned and assessed as the court considers equitable
against all or some of the dissenters who are parties and whose action in
demanding supplemental payment the court finds to be arbitrary, vexatious, or
not in good faith.
Fees and expenses of counsel and of experts for the respective parties may be
assessed as the court considers equitable against the corporation and in favor
of any or all dissenters if the corporation failed to comply substantially with
the requirements of this section, and may be assessed against either the
corporation or a dissenter in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith in respect to the rights provided by Sections
47-6-23 to 47-6-23.3, inclusive, and Sections 47-6-40 to 47-6-50, inclusive.
If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and should not be
assessed against the corporation it may award to these counsel reasonable fees
to be paid out of the amounts awarded to the dissenters who were benefited.
47-6-50. Value of shares not beneficially owned by dissenter on date of first
announcement. Notwithstanding Sections 47-6-40 to 47-6-49, inclusive, the
corporation may elect to withhold the remittance required by Section 47-6-46
from any dissenter with respect to shares of which the dissenter or the person
on whose behalf the dissenter acts was not the beneficial owner on the date of
the first announcement to news media or to shareholders of the terms of the
proposed corporate action. With respect to such shares, the corporation shall,
upon effectuating the corporate action, state to each dissenter its estimate of
the fair value of the shares, state the rate of interest to be used, explaining
the basis thereof, and offer to pay the resulting amounts on receiving the
dissenter's agreement to accept them in full satisfaction.
If the dissenter believes that the amount offered is less than the fair value
of the shares and interest determined according to this section, he may within
thirty days after the date of mailing of the corporation's offer, mail the
corporation his own estimate of fair value and interest, and demand their
payment. If the dissenter fails to do so, he shall be entitled to no more than
the corporation's offer.
If the dissenter makes a demand as provided herein the provisions of Sections
47-6-48 and 47-6-49 shall apply to further proceedings on the dissenter's
demand.
<PAGE>
BLACK HILLS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, June 20, 2000
9:30 a.m., Local Time
Journey Museum
222 New York Street
Rapid City, SD 57701
Black Hills Corporation
PO Box 1400, Rapid City, SD 57709 PROXY
--------------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on June 20, 2000.
The Shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
If no choice is specified, the proxy will be voted "FOR" Items 1,2 and 3.
By signing the proxy, you revoke all prior proxies and appoint Daniel P.
Landguth, Roxann Basham, and John K. Nooney, and each of them, with full power
of substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Annual Meeting and all
adjournments.
<PAGE>
HOW TO VOTE YOUR PROXY
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Black Hills Corporation, c/o Shareowner Services,
P.O. Box 64873, St. Paul, MN 55164-9397.
--------------------------------------------------------------------------------
The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.
1. Approve the formation of a holding For Against Abstain
company and Plan of Exchange
2. Election of Class II Directors: Vote FOR Vote WITHHELD
01 Daniel P. Landguth all nominees from all nominees
02 John R. Howard
03 David C. Ebertz
(Instructions: To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box
provided to the right. To cumulate votes so indicate.)
3. Ratify the appointment of Arthur For Against Abstain
Andersen LLP to serve as Black Hills
Corporation's independentauditors
in 2000.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address change? Mark Box
Indicate changes below: _______________________________
Date
Signature(s) Box
Please sign exactly as your
name(s) appear on Proxy. If
held in joint tenancy, all
persons must sign.
Trustees, administrators,
etc., should include title and
authority. Corporations
should provide full name or
corporation and title of
authorized officer
signing the proxy.
--------------------------- -------------------- ------------------------------
Proxy # Account # Issue or Issuer #
--------------------------- -------------------- ------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. Indemnification of Directors and Officers
Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Codified Laws permits
indemnification of officers and directors of domestic or foreign corporations
under certain circumstances and subject to certain limitations. Article V of the
Bylaws of the Company and separate indemnification contracts entered into
between the Company and each of its directors and officers authorize
indemnification of the Company's directors and officers consistent with the
provisions of South Dakota laws.
The Company has obtained insurance policies indemnifying the Company and the
Company's directors and officers against certain civil liabilities and related
expenses.
ITEM 21. Exhibits and Financial Statement Schedules
(a) Exhibits
--------------------- --------------------------------------------------------
Exhibit Number Description of Document
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
2 Plan of Exchange between Black Hills Corporation and
Black Hills Holding Corporation (included as Exhibit A
to the Proxy Statement and Prospectus in Part I of
this Registration Statement)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.1 Restated Articles of Incorporation
of Black Hills Corporation filed
May 24, 1984 (incorporated by
reference to Exhibit 3(I) to Black
Hills Corporation's Form 8-K filed
June 7, 1994, File No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.2 Bylaws of Black Hills Corporation
dated April 20, 1999 (incorporated
by reference to Exhibit 4(b) to
Black Hills Corporation's Form S-8
filed July 13, 1999, File
No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.3 Articles of Incorporation of Black Hills Holding
Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.4 Bylaws of Black Hills Holding Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.1 Reference to Article Fourth (7) of the Restated
Articles of Incorporation of Black Hills Corporation
(Exhibit 3.1 hereto).
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.2 Restated and Amended Indenture of Mortgage and Deed of
Trust of Black Hills Corporation dated as of September
1, 1999
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.3 Indenture of Trust dated June 1,
1992, City of Gillette, Campbell
County, Wyoming; Lawrence County,
South Dakota; Pennington County,
South Dakota; Weston County,
Wyoming; and Campbell County,
Wyoming; to Norwest Bank
Minnesota, National Association,
as Trustee (Exhibits 10(n), 10(q),
10(s), 10(u), and 10(w) to Form
10-K for 1992).
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.4 Statement of Designations, Preferences and Relative
Rights and Limitations of No Par Preferred Stock,
Series 2000-A of Black Hills Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
5 Opinion of Morrill Thomas Nooney & Braun LLP regarding
legality
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
8 Opinion of Morgan, Lewis & Bockius LLP regarding
federal income tax matters
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
13 Black Hills Corporation's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1999
(incorporated by reference, filed March 13, 2000, File
No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
21 List of Subsidiaries of Black Hills Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.1 Consent of Arthur Andersen LLP
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.2 Consent of Morrill Thomas Nooney &
Braun LLP (included in its opinion
filed as Exhibit 5)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.3 Consent of Morgan, Lewis & Bockius
LLP (included in its opinion filed
as Exhibit 8)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
24.1 Powers of Attorney (included as part of the signature
page hereto)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
27 Financial Data Schedule
--------------------- --------------------------------------------------------
(b) The financial statement schedules are incorporated by reference from Black
Hills Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
ITEM 22. 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 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; 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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(5) 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 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.
(6) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(7) That every prospectus: (i) that is filed pursuant to paragraph (6)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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.
(8) 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.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Rapid
City, state of South Dakota on May 22, 2000.
BLACK HILLS CORPORATION
By: /s/ Daniel P. Landguth
Name: Daniel P. Landguth
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed by the following
persons in the capacities and on the dates indicated.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS DANIEL
P. LANDGUTH AND ROXANN R. BASHAM, AND EACH OF THEM ACTING ALONE, AS HIS OR HER
TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE
AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND INCLUDING ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE PURSUANT TO
RULE 462(B) UNDER THE SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, WITH
EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY
RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR
SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
---------------------------------- ------------------------------ --------------
Signature Title Date
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Daniel P. Landguth Director and Principal May 22, 2000
Daniel P. Landguth Executive Officer
Chairman and
Chief Executive Officer
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Mark T. Thies Principal Financial Officer May 22, 2000
Mark T. Thies
Senior Vice President
and Chief Financial Officer
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Roxann R. Basham Principal Accounting Officer May 22, 2000
Roxann R. Basham
Vice President - Finance,
Corporate Secretary and Treasurer
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Adil M. Ameer Director May 22, 2000
Adil M. Ameer
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Bruce B. Brundage Director May 22, 2000
Bruce B. Brundage
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ David C. Ebertz Director May 22, 2000
David C. Ebertz
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ John R. Howard Director May 22, 2000
John R. Howard
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Everett E. Hoyt Director and Officer May 22, 2000
Everett E. Hoyt
President and Chief Operating
Officer, Black Hills Power
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Kay S. Jorgensen Director May 22, 2000
Kay S. Jorgensen
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ David S. Maney Director May 22, 2000
David S. Maney
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
/s/ Thomas J. Zeller Director May 22, 2000
Thomas J. Zeller
---------------------------------- ------------------------------ --------------
---------------------------------- ------------------------------ --------------
<PAGE>
EXHIBIT INDEX
--------------------- --------------------------------------------------------
Exhibit Number Description of Document
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
2 Plan of Exchange between Black Hills Corporation and
Black Hills Holding Corporation (included as Exhibit A
to the Proxy Statement and Prospectus in Part I of
this Registration Statement)
---------------------- --------------------------------------------------------
---------------------- --------------------------------------------------------
3.1 Restated Articles of Incorporation
of Black Hills Corporation filed
May 24, 1984 (incorporated by
reference to Exhibit 3(I) to Black
Hills Corporation's Form 8-K filed
June 7, 1994, File No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.2 Bylaws of Black Hills Corporation
dated April 20, 1999 (incorporated
by reference to Exhibit 4(b) to
Black Hills Corporation's Form S-8
filed July 13, 1999, File
No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.3 Articles of Incorporation of Black Hills Holding
Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
3.4 Bylaws of Black Hills Holding Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.1 Reference to Article Fourth (7) of the Restated
Articles of Incorporation of Black Hills Corporation
(Exhibit 3.1 hereto).
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.2 Restated and Amended Indenture of Mortgage and Deed of
Trust of Black Hills Corporation dated as of September
1, 1999
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.3 Indenture of Trust dated June 1,
1992, City of Gillette, Campbell
County, Wyoming; Lawrence County,
South Dakota; Pennington County,
South Dakota; Weston County,
Wyoming; and Campbell County,
Wyoming; to Norwest Bank
Minnesota, National Association,
as Trustee (Exhibits 10(n), 10(q),
10(s), 10(u), and 10(w) to Form
10-K for 1992.
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
4.4 Statement of Designations, Preferences and Relative
Rights and Limitations of No Par Preferred Stock,
Series 2000-A of Black Hills Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
5 Opinion of Morrill Thomas Nooney & Braun LLP regarding
legality
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
8 Opinion of Morgan, Lewis & Bockius LLP regarding
federal income tax matters
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
13 Black Hills Corporation's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1999
(incorporated by reference, filed March 13, 2000, File
No. 1-7978)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
21 List of Subsidiaries of Black Hills Corporation
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.1 Consent of Arthur Andersen LLP
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.2 Consent of Morrill Thomas Nooney &
Braun LLP (included in its opinion
filed as Exhibit 5)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
23.3 Consent of Morgan, Lewis & Bockius
LLP (included in its opinion filed
as Exhibit 8)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
24.1 Powers of Attorney (included as part of the signature
page hereto)
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
27 Financial Data Schedule
--------------------- --------------------------------------------------------
