Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
BLACK HILLS CORPORATION
(exact name of registrant as specified in its charter)
South Dakota 46-0111677
(State of Incorporation) (IRS Employer Identification No.)
625 Ninth Street, P.O. Box 1400
Rapid City, South Dakota 57709
(address of principal executive offices)
Registrant's telephone number, including
area code: (605) 348-1700
EMPLOYEES' STOCK PURCHASE PLAN OF BLACK HILLS CORPORATION
(Full title of the plan)
DALE E. CLEMENT
Senior Vice President - Finance
Black Hills Corporation
625 Ninth Street, Rapid City, South Dakota 57701
(Name and address of agent for service)
It is respectfully requested that the Commission send signed
copies of all notices, orders and communications to:
DAVID E. MORRILL, Esq.
Morrill Brown Thomas & Nooney
625 Ninth Street, Rapid City, South Dakota 57701
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
Common Stock 200,000 Shares $21.825 $4,365,000 $1,506
($1 Par Value)
1. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
2. Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c), based upon 90% of the average of the high
and low prices reported as of September 25, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant is filing this Form S-8 for the sole purpose of
registering 200,000 additional shares of Black Hills Corporation's Common
Stock ($1 par value) for issuance under its Employee Stock Purchase Plan.
The contents of the Original Registration Statement and the Post-Effective
Amendment No. 1, File No. 33-15868 are incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3, 4, 6, 7, and 9 are incorporated by reference from the
Original Registration Statement, File No. 33-15868 and Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-15868.
Item 5. The legality of the securities offered will be passed upon
for the Company by the law firm of Morrill Brown Thomas and Nooney, 625
Ninth Street, Rapid City, South Dakota 57701.
Members of the firm of Morrill Brown Thomas and Nooney and members of
their immediate families own directly or indirectly an aggregate of 8,100
shares of Common Stock of the Company.
Item 8. Exhibits remain the same except for Exhibits 5, 23(a), and
23(b), manually signed copies of Exhibits 5, 23(a), and 23(b) being
attached hereto. These attached exhibits supplement and update the
previously filed Exhibits 5, 24(a), and 24(b).
Exhibit 5 Opinion re: Legality
Exhibit 23(a) Consent of Independent Public Accountants
Exhibit 23(b) Consent of Counsel - included with Exhibit 5
Exhibit 24 Powers of Attorney
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-8 and has duly caused this to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rapid City, State of South Dakota, on the 28th day of September,
1995.
BLACK HILLS CORPORATION
By /s/DALE E. CLEMENT
Dale E. Clement, Senior Vice
President - Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/DANIEL P. LANDGUTH Principal Execute September 28, 1995
Daniel P. Landguth, Officer and Director
Chairman and President
/s/DALE E. CLEMENT Principal Financial September 28, 1995
Dale E. Clement, Senior Officer and Director
Vice President - Finance
/s/GARY R. FISH Principal Accounting September 28, 1995
Gary R. Fish, Controller Officer
GLENN C. BARBER* Directors
Glenn C. Barber
BRUCE B. BRUNDAGE*
Bruce B. Brundage
KIRK E. DEAN*
Kirk E. Dean
MICHAEL B. ENZI*
Michael B. Enzi
JOHN R. HOWARD* September 28, 1995
John R. Howard
EVERETT E. HOYT* *By: /s/DANIEL P. LANDGUTH
Everett E. Hoyt Daniel P. Landguth
Attorney at Fact
KAY S. JORGENSEN*
Kay S. Jorgensen
September 28, 1995
Board of Directors of
Black Hills Corporation
625 Ninth Street
P. O. Box 1400
Rapid City, SD 57709
Re: Opinion of Counsel
200,000 Shares of Common Stock of Black Hills
Corporation under the Employees' Stock Purchase Plan
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") of Black Hills Corporation (the
"Company"), relating to the issuance and sale of up to 200,000
additional shares of Common Stock of the par value $1.00 per
share (the "Shares") of the Company in connection with the
Company's Employees' Stock Purchase Plan (the "Plan"), as
described in the Registration Statement, we wish to advise you as
follows:
We are of the opinion that the Company is a corporation
validly incorporated and existing under the laws of the State of
South Dakota and is fully qualified to carry on the business in
which it is now engaged.
We are further of the opinion that subject to compliance
with the Securities Act of 1933, as amended and the offering and
sale of the Shares in accordance with the Plan and the issuance
and sale of, and payment for, the Shares in the manner and at the
price set forth in the Plan the Shares will be duly authorized,
legally and validly issued, fully paid and nonassessable.
Board of Directors of
Black Hills Corporation
Page 2
September 28, 1995
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/Morrill Brown Thomas & Nooney
TLT:br
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 27, 1995 included in the 1994 Annual Report
of Black Hills Corporation and incorporated by reference in Black
Hills Corporation's Form 10-K for the year ended December 31,
1994, and to all references to our Firm included in this
Registration Statement.
/s/ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
September 25, 1995
EXHIBIT 24a
BLACK HILLS CORPORATION
Power of Attorney
I, Glenn C. Barber, do hereby constitute and appoint Daniel
P. Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/GLENN C. BARBER
<PAGE>
EXHIBIT 24b
BLACK HILLS CORPORATION
Power of Attorney
I, Bruce B. Brundage, do hereby constitute and appoint
Daniel P. Landguth my Attorney-in-Fact for the purpose of
signing, in my name and in my behalf as a Director of Black Hills
Corporation, the Form S-8 Registration Statement of Black Hills
Corporation and to deliver in my behalf said Registration
Statement for filing with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/BRUCE B. BRUNDAGE
<PAGE>
EXHIBIT 24c
BLACK HILLS CORPORATION
Power of Attorney
I, Kirk E. Dean, do hereby constitute and appoint Daniel P.
Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/KIRK E. DEAN
<PAGE>
EXHIBIT 24d
BLACK HILLS CORPORATION
Power of Attorney
I, Michael B. Enzi, do hereby constitute and appoint Daniel
P. Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/MICHAEL B. ENZI
<PAGE>
EXHIBIT 24e
BLACK HILLS CORPORATION
Power of Attorney
I, John R. Howard, do hereby constitute and appoint Daniel
P. Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/JOHN R. HOWARD
<PAGE>
EXHIBIT 24f
BLACK HILLS CORPORATION
Power of Attorney
I, Everett E. Hoyt, do hereby constitute and appoint Daniel
P. Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/EVERETT E. HOYT
<PAGE>
EXHIBIT 24g
BLACK HILLS CORPORATION
Power of Attorney
I, Kay S. Jorgensen, do hereby constitute and appoint Daniel
P. Landguth my Attorney-in-Fact for the purpose of signing, in my
name and in my behalf as a Director of Black Hills Corporation,
the Form S-8 Registration Statement of Black Hills Corporation
and to deliver in my behalf said Registration Statement for
filing with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended.
Executed the 28th day of August, 1995.
By: /s/KAY S. JORGENSEN
