<PAGE>
As filed Pursuant to Rule 424(b)(2)
Registration No. 33-54329
PROSPECTUS SUPPLEMENT
- ---------------------
(To Prospectus dated July 13, 1994)
$45,000,000
Black Hills Corporation
First Mortgage Bonds,
8.30% Series AB Due 2024
----------------
Interest payable March 1 and September 1
----------------
The First Mortgage Bonds (the "Offered Bonds") will not be redeemable prior
to September 1, 2004. Thereafter, the Offered Bonds may be redeemed at the
option of the Company at the redemption prices set forth herein. The Company
has agreed not to request the application of any Trust Moneys toward the
redemption of the Offered Bonds during the non-callable period. See "Certain
Terms of the Offered Bonds" in this Prospectus Supplement and "Description of
the Offered Bonds" in the accompanying Prospectus.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public (1) Discount (2) Company (1)(3)
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Per Offered Bond.......99.78% .875% 98.905%
- --------------------------------------------------------------------------
Total..................$44,901,000 $393,750 $44,507,250
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from September 1, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended.
(3) Before deducting estimated expenses of $97,500 payable by the Company.
----------------
The Offered Bonds are offered by the several Underwriters, subject to prior
sale, when as and if issued by the Company and accepted by the Underwriters and
subject to approval of certain legal matters by counsel for the Underwriters.
The Underwriters reserve the right to withdraw, cancel or modify such offer and
to reject orders in whole or in part. It is expected that delivery of the
Offered Bonds will be made in New York, New York, on or about September 1,
1994.
----------------
Merrill Lynch & Co. PaineWebber Incorporated
----------------
The date of this Prospectus Supplement is August 25, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
HEREBY OFFERED AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------
DOCUMENTS INCORPORATED BY REFERENCE
Reference is made to "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus. At the date of this Prospectus Supplement, the
Incorporated Documents include, in addition to those listed in the Prospectus,
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994, and the Company's current report on Form 8-K dated August 16, 1994.
------------
RECENT FINANCIAL DATA
(In Thousands of Dollars Except Per Share Data)
<TABLE>
<CAPTION>
12 Months Ended
---------------------
June 30, December 31,
1994 1993
Results of Operations: -------- ------------
<S> <C> <C>
Revenues:
Electric................................................ $102,500 $ 98,155
Coal Mining............................................. 27,971 29,822
Oil and Gas............................................. 11,754 11,396
-------- --------
$142,225 $139,373
======== ========
Net Income:
Electric................................................ $ 11,843 $ 11,171
Coal Mining............................................. 9,914 10,648
Oil and Gas............................................. 692 1,127
-------- --------
$ 22,449 $ 22,946
======== ========
Earnings Per Share........................................ $1.59 $1.66
Ratio of Earnings to Fixed Charges........................ 4.6 4.6
</TABLE>
<TABLE>
<CAPTION>
As of
June 30,
1994 %
-------- -----
<S> <C> <C>
Capital Structure:
Long-Term Debt................................................. $ 84,477 33.1
Common Equity.................................................. 170,430 66.9
-------- -----
$254,907 100.0
======== =====
Current Maturities of Long-Term Debt and Short-Term Debt......... $ 32,500 --
</TABLE>
The foregoing amounts with respect to the 12 months ended June 30, 1994 are
unaudited, but in the opinion of the Company include all adjustments necessary
for a fair presentation of such amounts.
S-2
<PAGE>
CERTAIN TERMS OF THE OFFERED BONDS
The following information concerning the Offered Bonds supplements and should
be read in conjunction with the statements under "Description of the Offered
Bonds" in the accompanying Prospectus.
General
The Offered Bonds will be issued as a new series of the Company's First
Mortgage Bonds under the Mortgage, as supplemented and amended by various
supplemental indentures, including the Twenty-Ninth Supplemental Indenture
dated September 1, 1994 relating to the Offered Bonds.
Interest, Maturity and Payment
The Offered Bonds are to bear interest from September 1, 1994, at the rate
shown in their title, payable March 1 and September 1 in each year, commencing
March 1, 1995, and are to be due September 1, 2024. Interest will be paid to
the persons in whose names the Offered Bonds are registered at the close of
business on February 15 or August 15 (whether or not a business day) next
preceeding the interest payment date, except for defaulted interest and
unmatured accrued interest on the Offered Bonds called for redemption on a date
other than an interest payment date. Principal and interest are payable in New
York City.
Redemption
The Offered Bonds will not be redeemable prior to September 1, 2004; and on
and after that date, the Offered Bonds will be redeemable, at the option of the
Company in whole or in part, at any time, or from time to time, upon at least
30 days notice by mail, at the redemption prices (expressed as a percentage of
principal amount) set forth in the following table, with accrued interest
thereon on the redemption date:
<TABLE>
<CAPTION>
12 Month Period Redemption 12 Month Period Redemption
Beginning September 1 Price Beginning September 1 Price
--------------------- ---------- --------------------- ----------
<S> <C> <C> <C>
2004 104.040% 2010 101.616%
2005 103.636 2011 101.212
2006 103.232 2012 100.808
2007 102.828 2013 100.404
2008 102.424 2014 100.000
2009 102.020
</TABLE>
and thereafter at 100 percent of the principal amount thereof.
The Company has agreed not to request the Trustee to apply any Trust Moneys
deposited with the Trustee to the redemption of the Offered Bonds prior to
September 1, 2004. See--DESCRIPTION OF THE OFFERED BONDS--Withdrawal of Trust
Moneys or Retirement of Bonds with Trust Moneys in the accompanying Prospectus.
CONSENT BONDS
The Holders of the Offered Bonds will be deemed to have consented to the
Proposed Supplement to the Mortgage. See DESCRIPTION OF THE OFFERED BONDS--
Consent Bonds--Proposed Supplement in the accompanying Prospectus.
Taking into account the consents received from existing Bondholders since the
date of the Prospectus, the issuance of the Offered Bonds and additional Bonds
the Company expects to issue after this offering, the Company believes that by
January 31, 1995, sufficient consents will have been received for the adoption
of the Proposed Supplement. The receipt of additional consents from existing
Bondholders would allow the adoption of the Proposed Supplement by an earlier
date.
S-3
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and PaineWebber Incorporated (the "Underwriters"),
the Company has agreed to sell the Underwriters and each of the Underwriters
has agreed to purchase $22,500,000 of the Offered Bonds.
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth herein, to purchase all of the Offered Bonds if
any Offered Bonds are purchased. The Company has been advised by the
Underwriters that the Underwriters propose initially to offer the Offered Bonds
to the public at the public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a concession
not in excess of .5% of the principal amount. The Underwriters may allow, and
such dealers may reallow, a discount not in excess of .25% of the principal
amount to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
There is at present no trading market for the Offered Bonds. The Underwriters
are not obligated to make a market in the Offered Bonds, and the Company cannot
predict whether a trading market for the Offered Bonds will develop or, if
developed, will be maintained.
S-4
<PAGE>
PROSPECTUS
- ----------
$100,000,000
Black Hills Corporation
First Mortgage Bonds
-----------
Black Hills Corporation (the "Company") intends from time to time or at one
time, to issue up to $100,000,000 aggregate principal amount of its First
Mortgage Bonds in one or more series, on terms for each series to be determined
when the agreement to sell is made or at the time of sale, as the case may be.
For each issue of First Mortgage Bonds for which this Prospectus is being
delivered (the "Offered Bonds"), there will be an accompanying Prospectus
Supplement ("Prospectus Supplement") that will set forth the series
designation, aggregate principal amount of the issue, maturity, rates and times
of payment of interest, and redemption terms, if any, credit enhancement terms,
if any, and other special terms of each series of Offered Bonds offered
thereby, as well as any plans for application to list the Offered Bonds on a
stock exchange.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Company may sell the Offered Bonds through underwriters, dealers or
agents, or directly to one or more purchasers. The applicable Prospectus
Supplement will set forth the names of underwriters, dealers or agents, if any,
any applicable commissions or discounts and the net proceeds to the Company
from any such sale. See "Plan of Distribution" herein.
-----------
The date of this Prospectus is July 13, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
("Commission"). Such reports and other information may be inspected and copied
at the offices of the Commission at 450 Fifth Street, N.W., Washington, DC
20549, Seven World Trade Center, New York, New York 10048 and 500 West Madison
Street, Chicago, Illinois 60661. Copies of this material can also be obtained
at prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, DC 20549. In addition,
the Common Stock of the Company is listed on The New York Stock Exchange, 20
Broad Street, New York, NY 10005, where reports and other information
concerning the Company may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus.
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1993.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
3. The Company's current report on Form 8-K dated June 7, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference. Requests for such
copies should be directed to: Treasurer's Office, Black Hills Corporation,
P. O. Box 1400, Rapid City, SD 57709, or telephone (605) 348-1700.
THE COMPANY
The Company was incorporated under the laws of South Dakota in 1941 under the
name Black Hills Power and Light Company. In 1986 the Company changed its name
to Black Hills Corporation; however, the Company continues to operate its
investor-owned utility operations under the name of Black Hills Power and Light
Company. The Company's wholly-owned subsidiary, Wyodak Resources Development
Corp. ("Wyodak Resources"), a Delaware corporation, and Wyodak Resources'
wholly-owned subsidiary, Western Production Company, a Wyoming corporation, are
engaged in the business of coal mining and oil and gas production,
respectively.
2
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the Offered Bonds will be used to finance
capital expenditures, including the construction of Neil Simpson Unit #2, an 80
MW coal-fired electric generating plant now under construction adjacent to
Wyodak Resources' coal mine near Gillette, Wyoming, and to repay outstanding
short-term borrowings for such purposes and for general corporate purposes,
including the possible redemption, in whole or in part of the Company's
existing Bonds or other debt securities. The average interest rate of the
short-term indebtedness expected to be discharged with the proceeds is 4.8
percent as of May 31, 1994, and the maturity of such indebtedness is less than
12 months.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------- 12 Months Ended Quarter Ended
1989 1990 1991 1992 1993 March 31, 1994 March 31, 1994
---- ---- ---- ---- ---- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
5.1 5.0 4.6 4.6 4.6 4.6 4.8
</TABLE>
The ratio of earnings to fixed charges represents, on a pretax basis, the
number of times earnings cover fixed charges. Earnings consist of net income to
which has been added fixed charges and taxes based on income of the Company and
its subsidiaries. Fixed charges consist of interest charges and an interest
factor in rentals.
DESCRIPTION OF THE OFFERED BONDS
General
The Offered Bonds will be issued in one or more series as fully registered
bonds, without coupons, under an Indenture of Mortgage and Deed of Trust, dated
as of September 1, 1941, between the Company and Chemical Bank (the "Trustee,"
successor by merger to the original and succeeding Trustees). The Indenture of
Mortgage and Deed of Trust, as supplemented by twenty-seven Supplemental
Indentures, is herein referred to as the "Mortgage." The Mortgage and the
twenty-seven Supplemental Indentures are filed with the Securities and Exchange
Commission with either the Registration Statement of which this Prospectus is a
part or with other previously filed registration statements as referenced.
The summaries of the Mortgage herein contained do not purport to be complete
and are subject to the detailed provisions of the Mortgage. Capitalized terms
used herein which are not otherwise defined in this Prospectus shall have the
meanings ascribed thereto in the Mortgage. Whenever particular provisions of
the Mortgage or terms defined therein are referred to, such provisions or
definitions are incorporated by reference as a part of the statements made
herein, and such statements are qualified in their entirety by such reference.
References to article and section numbers in this description of the Offered
Bonds, unless otherwise indicated, are references to articles and section
numbers of the Mortgage.
Reference is made to the Prospectus Supplement relating to any particular
series of Offered Bonds and any supplement thereto for the following terms,
which will be determined at the time or times of sale: (i) the designation of
such series; (ii) the aggregate principal amount of the Offered Bonds of such
series; (iii) the price (expressed as a percentage of the principal amount) at
which such Offered Bonds will be issued; (iv) the date(s) on which such Offered
Bonds mature; (v) the rate(s) per annum at which such Offered Bonds will bear
interest; (vi) the date(s) from which such interest will accrue, the dates on
which such interest will be payable, the date(s) on which such payments will
commence, and the record dates for such payments; (vii) the terms, if any, upon
which such Offered Bonds will be redeemable, whether at the option of the
Company or pursuant to any mandatory redemption provisions, including without
limitation redemption prices and any provisions for call protection; and (viii)
any other special terms.
3
<PAGE>
Consent Bonds--Proposed Supplement
The Company has prepared and filed as an exhibit to the Registration
Statement of which this Prospectus is a part the Proposed Twenty Eighth
Supplemental Indenture ("Proposed Supplement"), undated and unsigned. If
adopted, the Proposed Supplement would amend the Mortgage in various respects
as summarized in this Prospectus. The summaries of the Proposed Supplement
herein do not purport to be complete and are subject to the detailed provisions
of the Proposed Supplement. Whenever particular provisions of the Proposed
Supplement or terms defined therein are referred to, such provisions or
definitions are incorporated by reference as a part of the statements made
herein, and such statements are qualified in their entirety by such reference.
The Proposed Supplement will not go into effect until the Company and the
Trustee execute the same. Under Article Eighteen of the Mortgage, the Trustee
does not have the authority to execute the Proposed Supplement without the
affirmative consent of the Holders of not less than 66 2/3 percent in principal
amount of the Bonds outstanding. The consent of the Bondholders is manifested
either at a meeting of Bondholders or, as provided by Section 18.11 of the
Mortgage, by written consent without the necessity of holding a meeting of the
Bondholders.
The Company has determined that the Supplemental Indenture for each series of
the Offered Bonds and all additional Bonds hereafter issued under the Mortgage
until such time that the Proposed Supplement has been adopted will include a
consent provision to be substantially worded as follows:
The Holders, including any successor Holders, of the Series Bonds to
be issued under the terms of this Supplemental Indenture, by becoming
such Holders shall be deemed to have consented to the Twenty Eighth
Supplemental Indenture ("Proposed Supplement"), a copy of which is
attached hereto as Exhibit A. This provision does hereby constitute a
written consent of the Holders, including all successor Holders, of the
Series Bonds to the execution and adoption of the Proposed
Supplement under the provisions of Section 18.11 of the Indenture, and
such consent is received by the Trustee as a consent for the Trustee to
execute the Proposed Supplement in lieu of the holding of a meeting of
Bondholders pursuant to Article Eighteen of the Indenture.
At such time that the aggregate of (i) the principal amount of the Offered
Bonds outstanding and all additional Bonds hereafter issued ("Consent Bonds")
and (ii) the principal amount of all Bonds outstanding issued prior to said
date, the Holders of which have consented in writing to the adoption of the
Proposed Supplement, will equal or exceed 66 2/3 percent in principal amount of
all Bonds outstanding under the Mortgage at such time, the Trustee and the
Company will execute the Proposed Supplement causing the Twenty Eighth
Supplemental Indenture to be effective; provided, in case one or more but less
than all of the series of Bonds outstanding at such time are to be affected by
the Proposed Supplement, the Trustee may not execute the Proposed Supplement
until the Holders of 66 2/3 percent of each of the series affected have
approved the Proposed Supplement. Assuming the expected amount of Consent Bonds
are issued and certain existing Bonds are redeemed, the Company believes that
the Consent Bonds will constitute over 66 2/3 percent in principal of all
outstanding Bonds by March 1, 1998, even without any of the existing
Bondholders consenting to the Proposed Supplement. By that time, it is expected
that the Proposed Supplement will affect all outstanding issues of Bonds, and
the Company and Trustee will execute the Proposed Supplement, and the Mortgage
will be amended accordingly. If sufficient consents are received from existing
Bondholders, the Proposed Supplement will be executed and become effective at
an earlier date.
Throughout this Description of the Offered Bonds, references will be made to
the Mortgage as it exists at the date of this Prospectus and how the Mortgage
will be amended by the Proposed Supplement if adopted.
Payment of Bonds; Transfers; Exchanges
Except as may be provided in the applicable Prospectus Supplement, interest
on each Offered Bond payable on each interest payment date will be paid by
check mailed to the registered holder of such Offered Bond on the record date
related to such interest payment date; provided, interest payable at maturity
will be paid to the person to whom principal is paid.
4
<PAGE>
Principal of and premium, if any, and interest on the Offered Bonds due at
maturity will be payable upon presentation of the Bonds at the principal office
of the Trustee which has been designated by the Company as its office or agency
for such payment.
The transfer of Offered Bonds will be registered, and Bonds may be exchanged
for other Bonds, upon the surrender thereof at the principal office of the
Trustee which has been designated by the Company as its office or agency for
such purposes. Unless otherwise indicated in the applicable Prospectus
Supplement, no service charge will be made for any transfer or exchange other
than any tax or other governmental charge incident thereto.
Withdrawal of Trust Moneys or Retirement of Bonds with Trust Moneys
Under the Mortgage, cash (Trust Moneys) is deposited with the Trustee under
certain conditions, including the taking of property by governmental
authorities under the right of eminent domain, the deposit of cash for the
release of property, the deposit of cash in exchange for the issuance of new
Bonds, and the deposit of the proceeds of insurance. The Mortgage provides that
the Company, under certain conditions, may withdraw these Trust Moneys by
certifying Property Additions or by depositing previously issued Bonds.
(Sections 8.02, 8.03 and 8.04 of the Mortgage.) The Company may cause the
Trustee under certain conditions to apply Trust Moneys in payment of the
principal of Bonds upon redemption or upon tender. (Section 8.05 of the
Mortgage.) Trust Moneys from insurance proceeds may be withdrawn for the
purpose of repairing, restoring or replacing the property destroyed. (Section
8.06 of the Mortgage.) Trust Moneys may further be withdrawn for the purposes
of paying the Company's income tax obligations arising from the disposition of
properties or securities. (Section 8.07 of the Mortgage.)
Under the Mortgage, the Trustee is obligated to apply Trust Moneys for the
redemption of Bonds if the Trustee holds Trust Moneys in excess of $25,000,
exclusive of monies received from the proceeds of insurance, and the amount of
Trust Moneys on deposit with the Trustee exceeded such amount at all times
during the preceding two years. The Trustee is also obligated to apply Trust
Moneys derived from the sale and release of, or the taking by government
through eminent domain or purchase by a public authority of either the entire
Trust Estate or substantially all of the business of distributing electricity
in Rapid City, South Dakota toward the redemption of Bonds. The Trustee is
obligated to apply the Trust Moneys pro rata as between the several series of
Bonds then outstanding in the ratio of the respective aggregate principal
amounts in each such series outstanding at the time. Redemption shall be made
in such manner and upon such notice as may be specified in respect of the Bonds
of each series or the Mortgage or applicable supplements thereto. (Section
8.08(a), as amended by Section 1.03 of the Fifteenth Supplemental Indenture,
and Section 8.08(b) of the Mortgage.)
Section 1.15 of the Proposed Supplement would amend Section 8.08(b) of the
Mortgage to delete the provision requiring the proceeds of a public taking of
the Company's electric business at Rapid City, South Dakota to be applied
toward the redemption of Bonds.
Redemption of the Offered Bonds
Any terms for the optional or mandatory redemption of Offered Bonds will be
set forth in the Prospectus Supplement. Except as shall otherwise be provided
in the applicable Prospectus Supplement with respect to Offered Bonds
redeemable at the option of the Holder, Offered Bonds will be redeemable only
upon notice by mail not less than 30 days prior to the date fixed for
redemption, and, if less than all the Offered Bonds of a series are to be
redeemed, the particular Offered Bonds to be redeemed will be selected by such
method as shall be provided for in the particular series, or in the absence of
any such provision, by lot as the Trustee deems fair and appropriate. (Section
10.03 of the Mortgage.)
Security
The Offered Bonds, together with all other Bonds now or hereafter issued
under the Mortgage, will be secured by the Mortgage, which constitutes a first
mortgage lien on substantially all of the present properties
5
<PAGE>
of the Company (except as stated below), subject to Permitted Encumbrances as
defined at Section 4.01E of the Mortgage. Excepted Property (defined in the
Sixteenth Granting Clause of the Mortgage) is not subject to the lien of the
Mortgage and includes all cash and securities, all contracts (other than
contracts for the purchase or exchange of electric energy or for the making of
connections for exchange of energy or service, contracts and rights for the
crossing of railroad rights-of-way, and all joint pole contracts and rights,
agreements and understandings for the use of the property, facilities and
rights of way of other public utilities), rents, incomes or profits,
electricity, materials, supplies and merchandise offered for sale in the
ordinary course of business, fuel and other consumables; and motor vehicles;
provided, the Company may cause any of such Excepted Property to become subject
to the lien of the Mortgage. The Company's 20 percent interest in the 330 MW
coal-fired Wyodak Plant near Gillette, Wyoming is not now subject to the
Mortgage. (Article One of the Eighteenth Supplemental Indenture.) However, the
Company will certify its interest in the Wyodak Plant as Property Additions for
the first series of Bonds to be issued under this Prospectus and thus subject
such interest to the lien of the Mortgage.
The Proposed Supplement, if adopted, would delete the Eleventh, Twelfth and
Thirteenth Granting Clauses of the Mortgage and thereby remove from the lien of
the Indenture all contracts and agreements, all leases and all franchises.
(Section 1.01 of the Proposed Supplement.) The Proposed Supplement would also
amend the definition of Excepted Property in the Sixteenth Granting Clause of
the Mortgage to except certain additional property from the lien of the
Mortgage, including (i) all property not used in the electric utility business,
(ii) all permits, licenses, franchises and rights granted by governmental
entities, (iii) all movable equipment and parts used in connection therewith,
(iv) all office furniture and equipment, communications equipment and computer
equipment, (v) all minerals, crops and timber harvested or extracted from land
and (vi) all leasehold interests. (Section 1.03 of the Proposed Supplement.)
The Trustee has a lien for its compensation, expenses and indemnity on the
Trust Estate and the proceeds thereof prior to the lien of the Bonds. (Section
15.02(d) of the Mortgage.)
Issuance of Additional Bonds
Requirements for the issuance of additional bonds. The Mortgage provides for
no limitation on the amount of Bonds which may be issued thereunder. Additional
Bonds of any series may be issued from time to time on the basis of: (i) 60
percent of qualified Property Additions after adjustments to offset
retirements; (ii) 100 percent of previously issued Bonds retired except when
otherwise provided by the Supplemental Indenture authorizing the retired Bonds
and (iii) deposits of cash. With certain exceptions in the case of (ii) and
(iii) above, the issuance of Additional Bonds is subject to Certifiable Net
Earnings being at least equal to two times annual Interest Charges on Long-Term
Debt of the Company for a period of 12 consecutive months within the 15 months
prior to the certification. (Paragraph F of Section 4.02 as amended by Section
1.04 of the Nineteenth Supplemental Indenture.)
The Proposed Supplement would increase from 60 percent to 70 percent the
principal amount of qualified Property Additions that may be used for the
issuance of additional Bonds, would modify the test period for certification of
net earnings to 12 consecutive months out of the preceding 18 months prior to
certification, and would modify the definition of Property Additions and the
formula to determine the interest coverages. (Sections 1.04, 1.07, 1.09 and
1.12 of the Proposed Supplement.)
As of May 1, 1994 the Company had Unbonded Property Additions, including its
20 percent interest in the Wyodak Plant, of approximately $120,000,000 which
may be certified for the purpose of authorizing the issuance of additional
Bonds. These Unbonded Property Additions would allow the issuance of
$72,000,000 of additional Bonds under the present 60 percent requirement.
Taking into account the retroactive effect of Section 1.12 of the Proposed
Supplement explained in the following paragraph, the current Unbonded Property
Additions would allow the issuance of an additional $12,000,000 of Bonds after
the Proposed Supplement has been adopted.
Section 1.12 of the Proposed Supplement would add Section 4.04 to the
Mortgage that would in effect make retroactive to May 1, 1994 the deletion of
the 15 percent maintenance requirements as deleted by
6
<PAGE>
Section 1.16 of the Proposed Supplement (See Particular Covenants of the
Company--Maintenance Requirements under DESCRIPTION OF THE OFFERED BONDS) and
increase the ability to issue new Bonds based on Property Additions from 60
percent to 70 percent. After the Proposed Supplement has been adopted, the
Company will be permitted to certify for the purpose of issuing new Bonds 70
percent of (i) those Property Additions used to satisfy the 15 percent
maintenance requirements since May 1, 1994 and (ii) 14.285 percent of those
Property Additions used to issue new Bonds during the period commencing May 1,
1994 and ending on the date the Proposed Supplement is adopted.
Property Additions. Under the Mortgage, Property Additions that may be
certified for the issuance of additional Bonds include only Electric Properties
which are used in the generation, transmission, distribution and sale of
electricity in the Electric Business located in the State of South Dakota or
states contiguous to South Dakota, but do not include any of the Excepted
Property (See Security under DESCRIPTION OF OFFERED BONDS), any properties
other than Electric Properties, any going concern value, goodwill or franchises
or governmental permits granted separate and distinct from the property
operated thereunder, any office supplies or office equipment, or any Additions
in the process of construction other than those that are actually constructed
or erected. (Section 4.01 of the Mortgage.) The Proposed Supplement would
change this definition to allow the Company to use all of its real and personal
property wherever located, including Excepted Property that the Company elects
to be included under the lien of the Mortgage, to be certified as Property
Additions for the purpose of issuing additional Bonds. The Proposed Supplement
would also broaden the use of construction work in progress that may be used as
Property Additions to include all construction work in progress as recorded on
the books of account of the Company under generally accepted accounting
principles. (Section 1.04 of the Proposed Supplement.)
Earnings-to-Interest Coverage Requirements. To issue new Bonds through the
certification of Property Additions and as a condition to issue new Bonds in
exchange for retired Bonds with a lower interest rate than the new Bonds, the
Company's Certifiable Net Earnings must be equal to two times the Annual
Interest Charges on Long-Term Debt during a period of 12 consecutive months out
of the 15 months prior to the date of the application for the new Bonds.
(Subparagraph (3) of Paragraph F of Section 4.02 of the Mortgage as amended by
Section 1.04 of the Nineteenth Supplemental Indenture.) Certifiable Net
Earnings are determined by deducting from the total of the gross operating
revenues of the Company for the 12-month period all operating expenses and
provisions for depreciation and depletion, but excluding income taxes and
interest included in Interest Charges on Long-Term Debt. The depreciation,
obsolescence, depletion and property renewals and placements must be an amount
not less than the greater of the amount actually deducted on the books of the
Company in respect thereof or an amount equal to the excess of 15 percent of
Gross Utility Operating Revenues, less the cost of electric energy, over actual
expenditures for maintenance and repairs during the 12-month period. (Paragraph
O of Section 4.01 as last amended by Section 1.03 of Article One of the
Nineteenth Supplemental Indenture.)
Gross Operating Revenues include revenues from the operation of utility
property and Net Non-Operating Income includes other net income, including,
among other things, interest and designated income including dividends from
Subsidiaries and allowance for funds used during construction and other
miscellaneous non-operating income, but excluding profits or losses from the
sale of capital assets or securities. Interest Charges on Long-Term Debt
include interest on all outstanding Bonds under the Mortgage, the Bonds for
which the application is made, interest on any indebtedness secured by prior
lien to the Mortgage and interest from all other Funded Indebtedness.
(Paragraph F of Section 4.02 of the Mortgage as amended by Section 1.04 of the
Nineteenth Supplemental Indenture.) Funded Indebtedness generally includes all
indebtedness, whether secured or unsecured, having a final maturity more than
one year after the date of the creation thereof except that under certain
circumstances a Financing Lease Obligation would not be included. (Section 4.04
of the Seventeenth Supplemental Indenture as amended by Section 2.01 of the
Eighteenth Supplemental Indenture.)
The Proposed Supplement would retain the two times coverage ratio but would
adopt three substantive changes to the formula. Certifiable Net Earnings would
be determined without deducting depreciation, amortization, all interest and
all nonrecurring charges from earnings. Interest Charges on Long-Term Debt
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<PAGE>
would become Interest Charges on Bonds and Prior Lien Debt so that Certifiable
Net Earnings would be required to be two times the aggregate amount of annual
interest charges on outstanding Bonds issued under the Mortgage, on Prior Lien
debt and on the new Bonds for which application is being made in order to meet
the coverage test after the adoption of the Proposed Supplement. The Proposed
Supplement also allows the 12-month test period to be chosen from the 18 months
prior to the date of the application for the new Bonds rather than 15 months.
(Section 1.09 of the Proposed Supplement.)
Release of Property from Mortgage
The Mortgage provides that the Company may from time to time sell or dispose
of property subject to the Mortgage which shall no longer be useful, necessary,
profitable or advantageous in the judicious management and maintenance of the
Trust Estate or in the conduct of the business of the Company or which is taken
or threatened to be taken by governmental authorities and to cause such
property to be released from the lien of the Mortgage. To accomplish the
release of any property above the value of $5,000, the Company is required to
deposit cash or purchase money obligations (any such purchase money obligations
may not exceed 70 percent of the Fair Value) received in exchange for the
property to be released or Property Additions acquired by the Company within 60
days prior to the date of the application for the release in an amount equal to
the Fair Value of the property being released. (Section 7.02 of the Mortgage.)
Section 1.13 of the Proposed Supplement is an extensive revision of Section
7.02 of the Mortgage. After its adoption, the Company will no longer have to
certify any reason for requesting property to be released from the lien of the
Mortgage. The Proposed Supplement would provide for three alternative ways for
the Company to obtain the release of property from the lien of the Mortgage.
Each way works independently of the other, and each is conditioned upon there
being no Event of Default.
First, the Proposed Supplement would permit property to be released from the
Mortgage if the Fair Value (as defined by the Proposed Supplement) of the
property to be released is less than 1 percent of the aggregate principal
amount of Bonds outstanding and all property released in any 12-month period is
less than 3 percent of the principal amount of Bonds outstanding. (amended
Section 7.02C of the Mortgage as set forth in Section 1.13 of the Proposed
Supplement.)
Second, any property may be released from the Mortgage under the Proposed
Supplement as long as the Fair Value of all of the Trust Estate remaining
equals or exceeds twenty-fourteenths (20/14) of the principal amount of Bonds
outstanding. (amended Section 7.02B of the Mortgage as set forth in Section
1.13 of the Proposed Supplement.)
Third, amended Section 7.02D as set forth in Section 1.13 of the Proposed
Supplement would substantially retain the present method to release property
from the Mortgage by posting Property Additions, cash or purchase money
obligations equal to the Fair Value of the property to be released; however,
the Proposed Supplement would remove the requirement that the Property
Additions must have been acquired 60 days prior to the date of the application
for the release. Accordingly, any unbonded Property Additions could be used for
the release of property from the Mortgage.
"Fair Value" in the Proposed Supplement is defined to allow the engineer
certifying Fair Value for the purpose of releasing property from the Mortgage
to determine such value without physical inspection by use of accounting and
engineering records and other data maintained by or available to the Company,
and the engineer must opine that the release will not materially adversely
affect the Electric Business and will not impair the security under the
Mortgage. (amended Section 7.02A and 7.02B(2) of the Mortgage as set forth in
Section 1.13 of the Proposed Supplement.)
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<PAGE>
Particular Covenants of the Company
The Mortgage contains certain covenants, agreements and warranties of the
Company, generally described as follows:
General. Included in the covenants, agreements and warranties of the Company
in the Mortgage are the agreement to punctually pay the principal and interest
on the Bonds and the agreement not to extend the time for payment of any
interest on the Bonds. The Company also covenants that it has good title to the
property described in the Granting Clauses except Permitted Encumbrances, that
the Company will pay all taxes and assessments, that the Company will carry on
and conduct the business and keep the property in repair and maintained in good
working order and condition and replace worn-out or injured property, that the
Company will not permit any increase of any Prior Lien Obligation or default
therein, that the Company will keep the Mortgage properly recorded and the lien
perfected, that the Company will deposit all cash subject to being withdrawn as
required by the Indenture, that the Company will keep records of the accounts
of the Bonds outstanding, that the Company will keep books and records, and
that the Company will file with the Commission and deliver to the Trustee
certain reports and that the Company will certify compliance with the Mortgage
annually. (Sections 9.01 through 9.05, 9.07 through 9.09, 9.11 through 9.14,
9.17 through 9.19 and 9.22 of the Mortgage.) The covenants, agreements and
warranties referenced in this paragraph would not be modified by the Proposed
Supplement.
Maintenance Requirements. Section 9.06 of the Mortgage requires the Company
to spend each year 15 percent of its Gross Operating Revenues (not including
the purchase of electric energy) on maintenance and repair of its physical
property. To the extent the Company does not spend the 15 percent, the Company
must deposit cash or certify Property Additions. Section 1.16 of the Proposed
Supplement would delete this Section 9.06, and if the Proposed Supplement is
adopted, the Company will no longer be required to certify the amount expended
for repair and maintenance nor post cash or certified Property Additions for
any deficiency. Provisions will remain in the Mortgage obligating the Company
to maintain its business and to keep its property in repair and good working
order and condition. (Section 9.13 and the first paragraph of Section 9.05 of
the Mortgage as will be amended by Section 1.02 of the Proposed Supplement.)
Subsidiaries Prohibited from Engaging in Electric Business. Section 9.20 of
the Mortgage prevents the Company from owning a Subsidiary (where a company
owns over 50 percent of the voting stock) that is engaged in the business of
generating, transmitting, distributing or selling electricity. Section 1.20 of
the Proposed Supplement would remove this restriction, thereby allowing the
Company to establish or acquire a Subsidiary that is engaged in the Electric
Business.
Restrictions on Investments in Affiliates and Subsidiaries. Section 9.20 of
the Mortgage prohibits the Company from making any loans or advances to any
Affiliate (an entity not a Subsidiary but controlled by the Company) of the
Company. Section 9.21 as last amended by Section 1.02 of the Twenty Fourth
Supplemental Indenture prohibits the Company from making any investment in a
Subsidiary in excess of 20 percent of the Company's book equity. Sections 1.20
and 1.21 of the Proposed Supplement would delete Sections 9.20 and 9.21 of the
Mortgage and thereby remove these covenants and restrictions.
Dividend Restrictions. Section 9.16 of the Mortgage as amended by Section
3.06 of the Third Supplemental Indenture, Section 1.06 of the Fifteenth
Supplemental Indenture, Section 1.02 of the Twenty Second Supplemental
Indenture and Section 1.01 of the Twenty Fourth Supplemental Indenture limit
the amount of dividends the Company may declare to the amount that (i) the sum
of $175,000, plus the Net Earnings of the Company Available for Dividends
accrued subsequent to October 31, 1948 plus the cash proceeds from the sale of
stock subsequent to April 30, 1949 exceeds (ii) the sum of the aggregate of all
Stock Payments declared subsequent to October 31, 1948, plus the aggregate of
all cash dividends and payments to any sinking funds made subsequent to October
31, 1948 plus the aggregate of all investments or advances by the Company to
any Subsidiary. The current amount of retained earnings of the Company
available for dividend distributions as of March 31, 1994 is $111,167,000.
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<PAGE>
The Proposed Supplement would delete the current dividend restriction and
substitute a provision that would permit dividends to be paid only out of
retained earnings and would prohibit payment of dividends if the Company is
insolvent or would become insolvent if the dividend were paid. (Section 1.19 of
Proposed Supplement.)
Insured Loss Retention. The third sentence of Section 9.10 of the Mortgage as
previously amended by Section 1.04 of the Fifteenth Supplemental Indenture
requires the Company to deposit with the Trustee the proceeds of any insurance
for casualty losses that exceed $1,000,000. The Proposed Supplement at Section
1.17 would amend this provision and increase the $1,000,000 to $5,000,000.
Limits on Prior Liens. Subject to minor exceptions, Section 9.15 of the
Mortgage prevents the Company from acquiring any property subject to a lien
prior to the Mortgage (Prior Liens) allowing only purchase price liens not
exceeding 70 percent of the Cost of such property or the Fair Value thereof at
the time of acquisition, whichever is less. The provision further limits the
amount of all Prior Lien Obligations to an aggregate amount not exceeding 15
percent of outstanding Bonds issued under the Mortgage. Section 1.18 of the
Proposed Supplement would delete Section 9.15, and thereby remove these
restrictions.
Modification
The rights of Bondholders may be modified with the consent of holders of
66 2/3 percent of the Bonds, or, if less than all series of Bonds are adversely
affected, the consent of the holders of 66 2/3 percent of the Bonds of each of
the outstanding series which are adversely affected by the modification. No
modification of the term or alteration shall postpone due dates for payment of
interest or principal, reduce the principal or the rate of interest payable,
reduce the percentage of the principal amount of Bonds required for any
modification or alteration of the Mortgage or modify, without the written
consent of the Trustee, the rights, duties or immunities of the Trustee. The
Proposed Supplement would not affect this provision. (Sections 18.07 and 18.11
of the Mortgage.)
Without any consent of the holders of the Offered Bonds and other
Bondholders, the Company and the Trustee may modify the Mortgage in the
following respects:
(a) To correct descriptions of property and to mortgage additional
properties;
(b) To add to the conditions, limitations and restrictions on the issuance of
Bonds;
(c) To add to the covenants and agreements of the Company or to surrender any
rights or powers conferred upon the Company;
(d) To provide a sinking, amortization, improvement or other analogous fund
for the benefit of any of the Bonds;
(e) To provide the terms and conditions of the exchange of Bonds;
(f) To provide that the principal of Bonds of any series may be converted at
the option of the holders into capital stock or other securities;
(g) To modify the Mortgage in any respect; provided that the modification
shall become effective only when there are no Bonds outstanding delivered
prior to the execution of the supplemental indenture providing the
modification; and
(h) For any purpose not inconsistent with the terms of the Mortgage and which
shall not impair the security of the same or for the purpose of curing
any ambiguity or of curing, correcting, or supplementing any defective or
inconsistent provisions contained therein or in any Supplemental
Indenture. (Section 17.01 of the Mortgage.)
The Proposed Supplement would, in addition to the above powers, authorize the
Trustee to (i) provide for the procedures to permit the Company to utilize, at
its option, a noncertificated system of registration for
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all or any series of the Bonds and (ii) enter into a restatement of the
Indenture without material modifications and including all amendments contained
in supplements that remain in effect, with authority to reorganize materials,
renumber and letter, include reference headings and remove language no longer
applicable and clarify any ambiguities in the Indenture as amended without any
approval of the Offered Bonds or other Bondholders. (Section 1.23 of the
Proposed Supplement.)
Events of Default and Notice
Events of Default are defined in the Mortgage as: default in payment of
principal; default for 30 days in payment of interest; default for 30 days in
violating the covenant on dividend restrictions; default for 60 days after
notice from the Trustee or 10 percent of the Bondholders in the observance of
any other covenant or condition; and certain events in bankruptcy, insolvency
or reorganization.
The Trustee or the holders of 25 percent of the Bonds may declare the
principal and interest due and payable on an Event of Default. (Section 12.01
of the Mortgage.) No Holder of Bonds may enforce the lien of the Mortgage
unless the holders of a majority in amount of the Bonds then outstanding have
requested the Trustee to act and offered it indemnity satisfactory to the
Trustee against the costs, expenses and liabilities to be incurred thereby and
the Trustee shall have failed to act. (Sections 12.04 and 15.02 of the
Mortgage.)
Evidence of Compliance with Mortgage Provisions
Compliance with the Mortgage provisions is evidenced by written statements of
Company officers or persons selected or paid by the Company. In certain cases,
opinions of counsel and certification of an engineer, accountant, appraiser or
other expert (who in some cases must be independent) must be furnished. The
Company must give the Trustee an annual statement as to whether or not the
Company has fulfilled its obligations under the Mortgage throughout the
preceding calendar year.
Defeasance
The Trustee shall satisfy and discharge the Mortgage upon the Company
furnishing the Trustee cash in trust at or before maturity sufficient to
discharge the entire indebtedness on the Bonds outstanding or to redeem the
Bonds, except that in lieu of cash the Company may deposit the Bonds
outstanding and certain other resolutions, certificates and opinions. (Article
Sixteen of the Mortgage.)
EXPERTS
The audited financial statements and supplemental financial statement
schedules included in the 1993 Annual Report of the Company on Form 10-K,
incorporated herein by reference, have been audited by Arthur Andersen & Co.,
Independent Public Accountants, as stated in their reports. The audited
financial statements and financial statement schedules referred to above have
been incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports. Future financial statements of the
Company and the reports thereon of Arthur Andersen & Co. also will be
incorporated by reference in this prospectus in reliance upon the authority of
that firm as expert in giving those reports to the extent said firm has audited
those financial statements and consented to the use of their reports thereon.
LEGAL OPINIONS
The legality of the securities offered hereby will be passed upon for the
Company by Morrill Brown & Thomas, 625 Ninth Street, Rapid City, South Dakota
57709, general counsel of the Company, and for any underwriter, dealer or agent
by Brown & Wood, One World Trade Center, New York, New York 10048-0557. All
matters pertaining to local law will be passed upon by Morrill Brown & Thomas.
As of May 1, 1994 members and associates of the firm of Morrill Brown & Thomas
owned approximately 8,100 shares of the common stock of the Company.
PLAN OF DISTRIBUTION
The Company may sell the Offered Bonds in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to
a single purchaser; or (iii) through agents. The Prospectus
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<PAGE>
Supplement with respect to the Offered Bonds sets forth the terms of the
offering of the Offered bonds, including the name or names of any underwriters,
dealers or agents, the purchase price of such Offered Bonds and the proceeds to
the Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Bonds will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of the sale. The
underwriter or underwriters with respect to a particular underwritten offering
of Offered bonds are named in the Prospectus Supplement relating to such
offering and, if an underwriting syndicate is used, the managing underwriter or
underwriters are set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Bonds will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
such Offered Bonds if any are purchased.
Offered Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement sets
forth the name of any agent involved in the offer or sale of the Offered Bonds
in respect of which the Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a best efforts
basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Bonds from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
Subject to certain conditions, the Company may agree to indemnify the several
underwriters or agents and their controlling persons against certain
liabilities, including liabilities under the 1933 Act arising out of or based
upon, among other things, any untrue statement or alleged untrue statement of a
material fact contained in the registration statement, this Prospectus, a
Prospectus Supplement or the incorporated documents or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. See the Prospectus Supplement.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and any Prospectus Supplement in connection with the offer made by
this Prospectus or any Prospectus Supplement and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company or any other person, underwriter, dealer or agent.
Neither the delivery of this Prospectus or any Prospectus Supplement nor any
sale made hereunder shall under any circumstances create an implication that
there has been no change in the affairs of the Company since the date hereof or
thereof. This Prospectus or any Prospectus Supplement does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus Supplement or the Prospectus in
connection with the offer made by this Prospectus Supplement and the
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Underwriter.
Neither the delivery of this Prospectus Supplement and the Prospectus nor any
sale made hereunder and thereunder shall under any circumstance create an
implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus Supplement and the Prospectus do not
constitute an offer or solicitation by anyone in any state in which such offer
or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
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TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
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<S> <C>
Documents Incorporated by Reference........................................ S-2
Recent Financial Data ..................................................... S-2
Certain Terms of the Offered Bonds......................................... S-3
Consent Bonds.............................................................. S-3
Underwriting............................................................... S-4
Prospectus
Available Information...................................................... 2
Documents Incorporated by Reference ....................................... 2
The Company................................................................ 2
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of the Offered Bonds........................................... 3
Experts.................................................................... 11
Legal Opinions............................................................. 11
Plan of Distribution....................................................... 11
</TABLE>
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$45,000,000
Black Hills Corporation
First Mortgage Bonds
8.30% Series AB Due 2024
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PROSPECTUS SUPPLEMENT
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Merrill Lynch & Co.
PaineWebber Incorporated
August 25, 1994
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