<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE........ 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 1)*
Black Hills Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
092113109
---------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 092113109 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
661,200
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
661,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 092113109 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
661,200
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
661,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Black Hills Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
625 Ninth Street
Box 1400
Rapid City, SD 57709
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence
------------------------------------------------------------
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Page 4 of 8 Pages
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Item 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock
Item 2 (e) CUSIP Number:
------------
092113109
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with (S) 240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co. and
MLPF&S (the "Reporting Persons") disclaim beneficial ownership of the securities
of Black Hills Corporation (the "Issuer") referred to herein, and the filing of
this Schedule 13G shall not be construed as an admission that the Reporting
Persons are, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 (the "Act"), the beneficial owner of any securities of the
Issuer. The shares reported in Item 9 of Cover Pages are held by two unit
investment trust sponsored by MLPF&S.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
Page 5 of 8 Pages
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(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company.
-------
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group.
-------------------------------
Not Applicable
Page 6 of 8 Pages
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Item 10 Certification.
-------------
By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 1994 Merrill Lynch & Co., Inc.
/s/ David L. Dick
-----------------------------------
Name: David L. Dick
Title: Assistant Secretary
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ David L. Dick
-----------------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
________________
* Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Koll
Real Estate Group.
Page 7 of 8 Pages
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EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
One of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a
parent holding company pursuant to (S) 240-13d-1(b)(1)(G). The relevant
subsidiary of ML&Co. is Merrill Lynch, Pierce, Fenner & Smith, Incorporated, a
Delaware corporation with is principal place of business at 250 Vesey Street,
New York, New York ("MLPF&S"). MLPF&S is a wholly-owned subsidiary of ML&Co.
and a broker-dealer registered pursuant to the Securities Exchange Act of 1934.
MLPF&S may be deemed the beneficial owner of 4.6% of the securities of Black
Hills Corporation as a result of acting as a sponsor of unit investment trusts.
Page 8 of 8 Pages
