SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 17, 1995
BLACK HILLS CORPORATION
State of South Dakota File Number 1-7978 IRS Number 46-0111677
625 Ninth Street
Rapid City, South Dakota 57709
Registrant's telephone number (605) 348-1700
<PAGE>
Item 5. Other Events
On July 11, 1995, the Board of Directors of Black Hills Corporation
("Company") authorized the issuance and sale in an underwritten public
offering of an aggregate of $15,000,000 of the Company's First Mortgage
Bonds, 6.50%, Series AD, due July 15, 2002 ("Bonds") under a Registration
Statement on Form S-3 (Registration no. 33-54329) ("Registration
Statement"), the related Prospectus dated July 13, 1994 and a related
Prospectus Supplement, dated July 11, 1995.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
The following Exhibits are filed as a part of this Report and
as Exhibits to the Registration Statement:
Exhibit 4.05(ae) Thirty First Supplemental Indenture,
dated July 1, 1995, establishing
the terms of the Bonds.
Exhibit 12.01(b) Computation of Ratio of Earnings to
Fixed Charges
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLACK HILLS CORPORATION
By /s/DALE E. CLEMENT
Dale E. Clement, Senior Vice
President - Finance
Dated: July 17, 1995
BLACK HILLS CORPORATION
TO
CHEMICAL BANK,
As Trustee
__________________________
THIRTY FIRST
SUPPLEMENTAL INDENTURE
Dated as of July 1, 1995
__________________________
Supplemental to Indenture of Mortgage and
Deed of Trust Dated as of September 1, 1941
First Mortgage Bonds, Series AD,
6.50%, due July 15, 2002
<PAGE>
THIRTY FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st
day of July, 1995, between Black Hills Corporation (which was
formerly named Black Hills Power and Light Company and which now
operates its electric utility operations under the assumed name
of Black Hills Power and Light Company), a corporation organized
and existing under the laws of the State of South Dakota
(hereinafter called the "Company"), party of the first part, and
Chemical Bank, a corporation organized and existing under the
laws of the State of New York, as Trustee under the Indenture
hereinafter mentioned (hereinafter called the "Trustee"), party
of the second part.
WHEREAS, in order to secure an authorized issue of First
Mortgage Bonds of the Company, the Company has executed and
delivered an Indenture of Mortgage and Deed of Trust to Central
Hanover Bank and Trust Company (the successor by various mergers
of which is Chemical Bank), as Trustee, dated September1, 1941,
hereinafter referred to as the "Original Indenture," and has also
executed and delivered to said Trustee and its predecessors, as
Trustee, various Supplemental Indentures supplementing and/or
modifying the Original Indenture, respectively dated as follows:
First Supplemental Indenture July 15, 1945
Second Supplemental Indenture January 15, 1948
Third Supplemental Indenture January 15, 1949
Fourth Supplemental Indenture March 1, 1950
Fifth Supplemental Indenture March 1, 1952
Sixth Supplemental Indenture July 1, 1956
Seventh Supplemental Indenture May 1, 1957
Eighth Supplemental Indenture May 1, 1959
Ninth Supplemental Indenture April 1, 1960
Tenth Supplemental Indenture August 1, 1960
Eleventh Supplemental Indenture June 1, 1961
Twelfth Supplemental Indenture October 1, 1962
Thirteenth Supplemental Indenture May 1, 1963
Fourteenth Supplemental Indenture June 1, 1969
Fifteenth Supplemental Indenture June 15, 1974
Sixteenth Supplemental Indenture August 1, 1974
Seventeenth Supplemental Indenture July 15, 1975
Eighteenth Supplemental Indenture May 1, 1976
Nineteenth Supplemental Indenture February 15, 1977
Twentieth Supplemental Indenture April 1, 1977
Twenty First Supplemental Indenture June 1, 1977
Twenty Second Supplemental Indenture July 14, 1982
Twenty Third Supplemental Indenture September 1, 1986
Twenty Fourth Supplemental Indenture April 13, 1987
Twenty Fifth Supplemental Indenture June 15, 1988
Twenty Sixth Supplemental Indenture May 15, 1991
Twenty Seventh Supplemental Indenture June 1, 1991
Twenty Eighth Supplemental Indenture March 15, 1995
Twenty Ninth Supplemental Indenture September 1, 1994
Thirtieth Supplemental Indenture February 1, 1995;
and
WHEREAS, pursuant to the provisions of the Original
Indenture as amended, hereinafter referred to as "Indenture,"
First Mortgage Bonds have been duly issued and are presently
outstanding and secured by the Indenture as follows:
Principal Amount
Series Outstanding
Series O, 8.05%, due June 1, 1999 $ 4,850,000
Series X, 8.375%, due October 1, 1998 2,675,000
Series Y, 9.49%, due June 15, 2018 6,000,000
Series Z, 9.35%, due May 29, 2021 35,000,000
Series AA, 9.00%, due September 1, 2003 9,932,227
Series AB, 8.30%, due September 1, 2024 45,000,000
Series AC, 8.06%, due February 1, 2010 30,000,000
-----------
$133,457,227
; and
WHEREAS, as permitted by the Indenture, the Company, by
resolutions of its Board of Directors duly adopted, has
determined to create a new series of bonds to be known as its
"First Mortgage Bonds, Series AD, 6.50%, due July 15, 2002"
(herein called "Series AD Bonds"), to be initially authenticated
and delivered in the aggregate principal amount of $15,000,000 in
the form, having the characteristics and being entitled to the
benefits as in the Indenture or as in this Supplemental Indenture
provided; and
WHEREAS, the Company, in exercise of the powers and
authority conferred upon and reserved to it under and by virtue
of the provisions of the Indenture, and particularly the
provisions contained in Articles Two and Seventeen thereof, and
pursuant to appropriate resolutions of its Board of Directors,
has duly resolved and determined to make, execute and deliver to
the Trustee a Thirty First Supplemental Indenture in the form
hereof (herein sometimes referred to as "this Supplemental
Indenture") for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal instrument
in accordance with its terms have been done, performed and
fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;
NOW THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of one dollar to it duly
paid by the Trustee at or before the ensealing and delivery of
these presents, the receipt whereof is hereby acknowledged, and
of other good and valuable consideration, in order to better
secure the payment both of the principal of and interest on all
Bonds issued under the Indenture and that may be issued under
this or any other indentures supplemental thereto, according to
their tenor and effect, and the performance by the Company of all
the covenants and conditions herein and therein contained, and in
order to establish the terms of the Series AD Bonds, hereby
further covenants and agrees to and with the Trustee and its
successors in the trust under the Indenture for the benefit of
all those who shall from time to time hold the Series AD Bonds as
follows:
The Company does hereby ratify and confirm its Mortgage and
Pledge to the Trustee of that property, real, personal and mixed
described in the Indenture as being subject to the Mortgage and
does hereby mortgage and set over unto the Trustee, and to its
successors and assigns the following described real property
which was acquired by the Company since the date of execution and
delivery of the last Supplemental Indenture and not heretofore
specifically described in the Indenture and which is to be used
in its Electric Business:
LANDS IN PENNINGTON COUNTY, SOUTH DAKOTA
One square acre (208' x 208') in the Northwest corner of Section
Twenty-eight (28), Township One (1) North, Range Seven (7) East
of the Black Hills Meridian, and
LANDS IN LAWRENCE COUNTY, SOUTH DAKOTA
Lot Two (2) of Tract Z, being a portion of M.S. 681 and M.S.
1208, all located in the Southeast Quarter (SE 1/4) of Section
Twenty-three (23), Township Five (5) North, Range Three (3) East,
Black Hills Meridian, City of Deadwood, according to Plat filed
in Document No. 95-1064,
but not including (i) those property interests described in the
following granting clauses of the Original Indenture: Eleventh--
Certain Contracts, Twelfth--Leases and Thirteenth--Franchises
which were deleted from the Indenture and the property described
therein released from the lien of the Indenture by the Twenty
Eighth Supplemental Indenture and (ii) Excepted Property as
described in Section 1.03 of the Twenty Eighth Supplemental
Indenture;
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, mortgaged, pledged or conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever;
IN TRUST, NEVERTHELESS, for the same purposes and upon the
same trusts, terms and conditions, and subject to and with the
same provisions and covenants as are set forth in the Indenture
(as amended by this Supplemental Indenture) with the same effect
in all respects as if the property and rights herein described
and herein conveyed to the Trustee had, at the time of the
execution and delivery of the Original Indenture, been owned by
the Company and had been specifically and at length described in
and conveyed to the Trustee by the Original Indenture as a part
of the property therein stated to be conveyed.
ARTICLE ONE
Series AD Bonds, 6.50%
SECTION 1.01. There is hereby created a series of Bonds,
known as and entitled "First Mortgage Bonds, Series AD, 6.50%,
due July 15, 2002", and the form thereof shall be as provided in
this Supplemental Indenture.
The aggregate principal amount of Series AD Bonds which may
be authenticated and delivered and outstanding under the
Indenture and this Supplemental Indenture shall be limited in
aggregate principal amount to $15,000,000, except as provided
under Section 2.12 of the Indenture. The Series AD Bonds shall
bear interest at the rate of 6.50% per annum until the principal
thereof becomes due and payable and shall bear interest on
overdue principal (including any overdue mandatory prepayment of
principal) and premium, if any, and (to the extent legally
enforceable) on any overdue installment of interest at the rate
of 7.50% per annum until such overdue principal, premium or
interest shall be paid. The Series AD Bonds shall mature July
15, 2002.
The Series AD Bonds shall be registered Bonds without
coupons in denominations of $1,000 and any multiples of $1,000
which may be executed by the Company and delivered to the Trustee
for authentication and delivery. The date of commencement of the
first interest period for the Series AD Bonds shall be the date
of initial authentication and delivery thereof. The Series AD
Bonds shall be dated as provided in Section 2.05 of the
Indenture, and shall be numbered from ADRX1 consecutively
upwards. All Series AD Bonds shall bear interest from their
respective issue dates. The principal and interest shall be due
and payable as provided in the Bond form at Section 1.02 of this
Supplemental Indenture. The principal of, premium, if any, and
interest on the Series AD Bonds shall be payable at the principal
corporate trust office of the Trustee, in the Borough of
Manhattan, the City of New York, in any coin or currency of the
United States of America which at the time of payment shall be
legal tender for the payment of public and private debts. The
Series AD Bonds shall be subject to redemption only as provided
in Section 8.08 of the Indenture. The Series AD Bonds are not
redeemable either by the Company or the Holder prior to maturity.
Without limiting the other indemnities provided to the
Trustee, the Company shall indemnify and save the Trustee
harmless from any liabilities and costs incurred by the Trustee
arising out of the making of the final payment when due of the
principal owing on any of the Series AD Bonds without the
surrender of such Bond to the Trustee.
The Trustee is hereby appointed Registrar in respect of the
Series AD Bonds, and the principal corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, is
hereby designated as the office or agency of the Company in said
Borough where notices or demands in respect of Series AD Bonds
may be served.
The definitive Series AD Bonds shall be issued in such
printed form as approved by the Trustee. Subject to the
foregoing provisions of this Section and to the provisions of
Section 2.11 of the Indenture, all definitive Series AD Bonds
shall, upon surrender thereof to the Trustee at its principal
office, be exchangeable for other Bonds of the same series, in
registered form and in such authorized denomination or
denominations in the same aggregate principal amount, as may be
requested by the holder surrendering the same. The Company will
execute, and the Trustee shall authenticate and deliver,
registered Series AD Bonds without coupons, whenever the same
shall be required for any such exchange.
SECTION 1.02. The text of the Series AD Bonds, and the
certificate of authentication of the Trustee to be executed
thereon, are to be substantially in the following forms,
respectively:
(FORM OF SERIES AD BONDS)
No. ADRX __________
$________________
BLACK HILLS CORPORATION
FIRST MORTGAGE BOND, SERIES AD, 6.50%, DUE JULY 15, 2002
BLACK HILLS CORPORATION (hereinafter called the "Company"),
a corporation organized and existing under the laws of the State
of South Dakota, for value received, hereby promises to pay to
, or registered
assigns, on the 15th day of July, 2002, at the principal
corporate trust office of the Trustee, in the Borough of
Manhattan, The City of New York,
Dollars, in any coin or currency of the United States of America
which at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest thereon
from the date hereof, at the rate of 6.50 percent, per annum
(computed on the basis of a 360-day year of 12 thirty-day
months), payable at said principal office of the Trustee in like
coin or currency semi-annually on January 15 and July 15 in each
year until the principal hereof shall have become due and
payable, and thereafter if default be made in the payment of such
principal and premium, if any, and on any overdue installment of
interest, at the rate of 7.50 percent, per annum until such
overdue principal, premium or interest shall be paid. The first
interest payment shall be due January 15, 1996 and shall include
interest from the date of initial authentication and delivery
thereof.
This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee, or its successor as Trustee, under
the Indenture.
This Bond is one of an authorized issue of Bonds of the
Company known as its "First Mortgage Bonds", issued and to be
issued in one or more series under, and all equally and ratably
secured (except as any sinking, amortization, improvement,
renewal or other analogous fund, established in accordance with
the provisions of the Indenture hereinafter mentioned, may afford
additional security for the Bonds of any particular series) by an
Indenture of Mortgage and Deed of Trust dated as of September 1,
1941 executed by the Company to Central Hanover Bank and Trust
Company (subsequently known as The Hanover Bank and herein, with
its successor by merger, Chemical Bank, called the "Trustee"), as
Trustee, as supplemented and amended by Supplemental Indentures
dated as of July 15, 1945, January 15, 1948, January 15, 1949,
March 1, 1950, March 1, 1952, July 1, 1956, May 1, 1957, May 1,
1959, April 1, 1960, August 1, 1960, June 1, 1961, October 1,
1962, May 1, 1963, June 1, 1969, June 15, 1974, August 1, 1974,
July 15, 1975, May 1, 1976, February 15, 1977, April 1, 1977,
June 1, 1977, July 14, 1982, September 1, 1986, April 13, 1987,
June 15, 1988, May 15, 1991, June 1, 1991, September 1, 1994,
February 1, 1995, March 15, 1995 and July 1, 1995 (said Original
Indenture as so supplemented and amended being hereinafter
collectively called the "Indenture"), to which Indenture and all
further instruments supplemental thereto reference is hereby made
for a description of the properties mortgaged and pledged, the
nature and extent of the security, the rights of the holders of
said Bonds and the coupons appurtenant to coupon Bonds, if any,
and of the Trustee and of the Company in respect of such
security, and the terms and conditions upon which said Bonds are
and are to be issued and secured.
As provided in the Indenture, said Bonds are issuable in
series which may vary as in the Indenture provided or permitted.
This Bond is one of a series of Bonds authorized by the Thirty
First Supplemental Indenture and entitled "First Mortgage Bonds,
Series AD, 6.50%, due July 15, 2002" (the "Series AD Bonds").
To the extent permitted by the Indenture and as provided
therein, with the consent of the Company and upon the written
consent or affirmative vote of at least sixty-six and two-thirds
percent in principal amount of the Bonds then outstanding and
entitled to consent, and of not less than sixty-six and two-
thirds percent, in principal amount of the Bonds then outstanding
and entitled to consent of each series affected thereby in case
one or more but less than all of the series of Bonds issued under
the Indenture are so affected, the rights and obligations of the
Company and of the holders of Bonds and coupons appurtenant to
coupon Bonds, and the terms and provisions of the Indenture and
of any instrument supplemental thereto may be modified from time
to time, provided that no such modification or alteration shall
be made which would postpone the date fixed herein or in the
Indenture for the payment of the principal of, or any installment
of interest on, the Bonds, or reduce the principal of, or the
rate of interest payable on, the Bonds, or reduce the percentage
of the principal amount of Bonds the consent of which is required
for the authorization of any such modification or alteration,
without the consent of all of the holders affected thereby. The
rights, duties or immunities of the Trustee shall not be modified
without the written consent of the Trustee.
Pursuant to the provisions of Section 8.05 of the Indenture,
the Company may request the Trustee to apply moneys deposited
with the Trustee ("Trust Moneys") for various reasons toward the
redemption of those Bonds, including payment of premium and
accrued interest, selected by the Company. In the Thirty First
Supplemental Indenture, the Company has covenanted not to request
the Trustee to apply any Trust Moneys to the redemption of the
Series AD Bonds prior to July 15, 2002.
Pursuant to the provisions of Section 8.08 of the Indenture,
the Series AD Bonds are further subject to redemption, in whole
or in part, by the Trustee applying certain Trust Moneys which
have been held by the Trustee for a period of over two years.
Any such redemption is made pro rata among the series of Bonds
then outstanding in the ratio of principal amount. Redemption is
at 100 percent of principal, plus any premium due at the time of
redemption and accrued interest to redemption date.
If this Bond or any portion thereof ($1,000 or a multiple)
shall be duly called for redemption as provided in the Indenture,
this Bond or such portion thereof shall (unless the Company shall
default in the payment of the redemption price) cease to bear
interest from and after the date fixed for redemption.
Upon any partial redemption of this Bond, this Bond may, at
the option of the registered holder hereof, be either (a)
surrendered to the Trustee in exchange for one or more new Bonds
of this Series for the principal amount of the unredeemed portion
of this Bond or (b) submitted to the Trustee for notation hereon
by the Trustee of the payment of the portion of the principal
hereof so called for redemption.
If an Event of Default, as defined in the Indenture, shall
occur, the principal of this Bond may become or be declared due
and payable, in the manner and with the effect provided in the
Indenture.
This Bond is transferable by the registered owner hereof in
person or by attorney authorized in writing, at said principal
corporate trust office of the Trustee, upon surrender for
cancellation of this Bond and on payment of charges, and upon any
such transfer a new Bond or Bonds, of the same series, for the
same aggregate principal amount, will be issued to the transferee
in exchange herefor.
First Mortgage Bonds, Series AD, 6.50%, due July 15, 2002,
are issuable as fully registered Bonds without coupons of the
denominations of $1,000 and any multiple of $1,000 which may be
executed by the Company and delivered to the Trustee for
authentication and delivery. The Series AD Bonds, upon surrender
thereof to the Trustee at its principal corporate trust office in
the Borough of Manhattan, The City of New York, are exchangeable
for other Bonds of the same series in such authorized
denomination or denominations in the same aggregate principal
amount, as may be requested by the holders surrendering the same.
The Company and the Trustee may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof,
for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon, and neither the Company
nor the Trustee shall be affected by any notice to the contrary.
Interest payable herein shall be paid to the person in whose name
the Bond is registered at the close of business on January 1 or
July 1 (whether or not on a business day) next preceding the
interest payment date, except for defaulted interest and
unmatured accrued interest on the Series AD Bonds called for
redemption on a date other than an interest payment date.
No recourse shall be had for the payment of the principal of
or the interest on this Bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture or of any
indenture supplemental thereto, against any incorporator,
stockholder, director or officer, as such, past, present or
future, of the Company or of any predecessor or successor
corporation, either directly or through the Company or any
predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or by any legal or equitable proceeding
or otherwise howsoever; all such liability being, by the
acceptance hereof and as a part of the consideration for the
issuance hereof, expressly waived and released by every holder
hereof, as more fully provided in the Indenture; provided,
however, that nothing herein or in the Indenture contained shall
be taken to prevent recourse to and the enforcement of the
liability, if any, of any shareholder or any stockholder or
subscriber to capital stock upon or in respect of shares of
capital stock not fully paid up.
IN WITNESS WHEREOF, the Company has caused this Bond to be
signed in its name by its President or one of its Vice
Presidents, and its corporate seal to be impressed or imprinted
hereon and attested by its Secretary or one of its Assistant
Secretaries.
Dated: BLACK HILLS CORPORATION,
By______________________________
President
ATTEST:
__________________________
Secretary
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Bonds, of the series designated therein,
described in the within mentioned Indenture.
CHEMICAL BANK, as Trustee,
By_______________________________
Authorized Officer
SECTION 1.03. The Series AD Bonds are not redeemable at the
option of the Company as a whole or in part at any time.
SECTION 1.04. Notwithstanding the provisions of Section
10.03 of the Indenture, in case of the redemption at any time of
less than all the outstanding Series AD Bonds, the particular
Bonds or parts thereof to be redeemed shall be selected by the
Trustee from the outstanding Series AD Bonds not previously
called for redemption as nearly as practicable pro rata among the
registered holders of the Series AD Bonds according to the
respective principal amounts of such Bonds, provided that the
portions of the principal of Series AD Bonds at any time so
selected for redemption in part shall be equal to $1,000 or a
multiple thereof.
SECTION 1.05. Notwithstanding that Section 8.05 of the
Indenture authorizes the Company to request the Trustee to apply
Trust Moneys toward the redemption of Bonds to be selected by the
Company, the Company does hereby covenant that the Company will
not request the Trustee to apply any Trust Moneys to the
redemption of the Series AD Bonds prior to July 15, 2002.
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.01. The aggregate principal amount of Bonds
which, immediately after the authentication and delivery of the
Series AD Bonds to be issued under this Supplemental Indenture,
will be outstanding under the provisions of, and secured by, the
Indenture, as amended by this Supplemental Indenture, will be
$133,457,227, consisting of the Bonds of Series O, X, Y, Z, AA,
AB and AC hereinbefore set forth in the second recital of this
Supplemental Indenture and $15,000,000 aggregate principal amount
of Series AD Bonds hereby created.
SECTION 2.02. The Company, by the execution hereof,
acknowledges that a true copy of this Supplemental Indenture has
been delivered to and received by it.
SECTION 2.03. Except as amended by this Supplemental
Indenture, all the provisions, terms and conditions of the
Indenture shall continue in full force and effect.
SECTION 2.04. This Supplemental Indenture may be executed
in several counterparts, all or any of which may be treated for
all purposes as one original and shall constitute and be one and
the same instrument.
IN WITNESS WHEREOF, BLACK HILLS CORPORATION, party hereto of
the first part, has caused this Supplemental Indenture to be
executed on its behalf by its Chairman of the Board or its
President or one of its Vice Presidents and its corporate seal to
be hereto affixed and to be attested by its Secretary or an
Assistant Secretary, and CHEMICAL BANK, party hereto of the
second part, in evidence of its acceptance of the trust hereby
created, has caused this Supplemental Indenture to be executed on
its behalf by one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be hereto affixed and to be
attested by a Trust Officer, all as of the day and year first
above written.
BLACK HILLS CORPORATION
[Corporate Seal] By /s/ Dale E. Clement
Senior Vice President - Finance
ATTEST:
/s/ Roxann R. Basham
Secretary
Signed, sealed and delivered by
BLACK HILLS CORPORATION in the
presence of:
/s/ Jeanette M. Howe
/s/ Bonita A. Edwards
CHEMICAL BANK
[Corporate Seal] By /s/ T. C. Knight
Assistant Vice President
ATTEST:
/s/ Andrew M. Deck
Trust Officer
Signed, sealed and delivered by
CHEMICAL BANK in the presence of:
/s/ Glenn G. McKeever
/s/ Francine Springer
STATE OF SOUTH DAKOTA )
) ss.:
COUNTY OF PENNINGTON )
On this 13th day of July, 1995, before me, Barbara Rask, the
undersigned officer, personally appeared Dale E. Clement, to me
personally known, who acknowledged himself to be, and being by me
duly sworn, did say that he is Senior Vice President - Finance of
BLACK HILLS CORPORATION, a corporation, and that the seal affixed
to the foregoing instrument is the corporate seal of said
corporation and that said instrument was executed by, and signed
in the name of, the corporation, by him, as such Senior Vice
President - Finance and sealed on behalf of the corporation by
authority of its Board of Directors for the purposes therein
contained, and the said Dale E. Clement acknowledged the same as
the free act and deed of said corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
My Comm. Exp. 7/25/99 /s/ Barbara Rask
[Notarial Seal] Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14th day of July, 1995, before me, Emily Fayan, the
undersigned officer, personally appeared T. C. Knight, to me
personally known, who acknowledged himself to be, and being by me
duly sworn, did say that he is an Assistant Vice President of
CHEMICAL BANK, a corporation, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation
and that said instrument was executed by, and signed in the name
of, the corporation, by him, as such Assistant Vice President,
and sealed on behalf of the corporation by authority of its Board
of Directors for the purposes therein contained, and the said T.
C. Knight acknowledged the same as the free act and deed of said
corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Emily Fayan
[Notarial Seal] Notary Public
EXHIBIT 12.01
RATIO OF EARNINGS TO FIXED CHARGES
(amounts in thousands)
Three Twelve
Months Months
Year Ended December 31 Ended Ended
1990 1991 1992 1993 1994 3/31/95 3/31/95
Pre-Tax Income from
Continuing Operations $31,675 $31,230 $32,144 $31,911 $34,200 $ 8,702 $34,731
Fixed Charges:
Interest Expense 4,951 7,922 8,860 8,699 10,207 3,528 11,617
Amortization of
Debt Expense 69 79 105 118 132 38 141
Imputed Interest from
Capitalized Lease 2,851 761 - - - - -
7,871 8,762 8,965 8,817 10,339 3,566 11,758
Total Earnings
Plus Fixed Charges $39,546 $39,992 $41,109 $40,728 $44,539 $12,268 $46,489
Total Fixed Charges $ 7,871 $ 8,762 $ 8,965 $ 8,817 $10,339 $ 3,566 $11,758
Ratio of Earnings To
Fixed Charges 5.0 4.6 4.6 4.6 4.3 3.4 4.0
