<PAGE>
As filed Pursuant to Rule 424(b)(5)
Registration No. 33-54329
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 13, 1994)
$30,000,000
BLACK HILLS CORPORATION
FIRST MORTGAGE BONDS,
8.06% SERIES AC DUE 2010
----------------
INTEREST PAYABLE FEBRUARY 1 AND AUGUST 1
----------------
The First Mortgage Bonds (the "Offered Bonds") may not be redeemed at the
option of the Company prior to maturity and do not provide for any sinking
fund. The Offered Bonds are redeemable at the option of the holder in integral
multiples of $1,000 on February 1, 2002 at 100% of the principal amount plus
accrued interest. See--CERTAIN TERMS OF THE OFFERED BONDS--Redemption at
Option of Holder. The Company has agreed not to request the application of any
Trust Moneys toward the redemption of the Offered Bonds. 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..... 100% .625% 99.375%
- --------------------------------------------------------------------------------
Total................ $30,000,000 $187,500 $29,812,500
================================================================================
</TABLE>
(1) Plus accrued interest, if any, from February 3, 1995.
(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 $60,000 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
February 3, 1995.
----------------
MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED
----------------
The date of this Prospectus Supplement is January 27, 1995.
<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 Reports on Form 10-Q for the quarters ended June 30,
1994 and September 30, 1994, and the Company's current reports on Form 8-K
dated August 16, 1994, September 2, 1994 and September 12, 1994.
------------
RECENT FINANCIAL DATA (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
12 MONTHS ENDED
-------------------------
DECEMBER 31, DECEMBER 31,
1994 1993
RESULTS OF OPERATIONS: ------------ ------------
<S> <C> <C>
REVENUES:
Electric............................................ $104,756 $ 98,155
Coal Mining......................................... 28,594 29,822
Oil and Gas......................................... 12,052 11,396
-------- --------
$145,402 $139,373
======== ========
NET INCOME:
Electric............................................ $ 12,852 $ 11,171
Coal Mining......................................... 9,873 10,648
Oil and Gas......................................... 1,080 1,127
-------- --------
$ 23,805 $ 22,946
======== ========
EARNINGS PER SHARE.................................... $1.66 $1.66
RATIO OF EARNINGS TO FIXED CHARGES.................... 4.3 4.6
</TABLE>
<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
1994 %
------------ -----
<S> <C> <C>
CAPITAL STRUCTURE:
Long-Term Debt............................................. $128,925 42.4
Common Equity.............................................. 175,410 57.6
-------- -----
$304,335 100.0
======== =====
CURRENT MATURITIES OF LONG-TERM DEBT AND SHORT-TERM DEBT..... $ 39,119 --
</TABLE>
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 Thirtieth Supplemental Indenture dated
February 1, 1995 relating to the Offered Bonds.
INTEREST, MATURITY AND PAYMENT
The Offered Bonds are to bear interest from February 3, 1995, at the rate
shown in their title, payable February 1 and August 1 in each year, commencing
August 1, 1995, and are to be due February 1, 2010. Interest will be paid to
the persons in whose names the Offered Bonds are registered at the close of
business on January 15 or July 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 may not be redeemed at the option of the Company as a
whole or in part at any time.
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
maturity. See--DESCRIPTION OF THE OFFERED BONDS--Withdrawal of Trust Moneys or
Retirement of Bonds with Trust Moneys in the accompanying Prospectus.
REDEMPTION AT OPTION OF HOLDER
Any registered holder of the Offered Bonds shall have the right, by
complying with the applicable requirements of the Mortgage, to require the
Company to redeem all or any portion (in integral multiples of $1,000) of such
registered holder's Offered Bonds on February 1, 2002 (the "Redemption Date")
at a price of 100% of the principal amount thereof plus accrued interest, if
any, to the Redemption Date.
Any registered holder of the Offered Bonds electing to have all or any
portion (in integral multiples of $1,000) of such Offered Bonds redeemed by
the Company must deliver (directly or through a duly authorized agent or
attorney) to the Trustee, at its office in the City of New York, not earlier
than December 1, 2001, and not later than 5:00 P.M., New York City time, on
December 31, 2001, the Offered Bonds to be redeemed, together with the
appropriately completed "Option to Require Redemption on February 1, 2002"
printed on the reverse side of the Offered Bonds.
The exercise of the redemption option by the registered holder of an Offered
Bond may not, without the consent of the Company, be revoked following receipt
by the Trustee of the Redemption Notice. The Company shall deposit with the
Trustee before the Redemption Date funds sufficient to redeem Offered Bonds
validly delivered for redemption. All questions as to the validity, form,
eligibility including time of receipt and acceptance of any Offered Bond for
redemption will be determined by the Company, whose determination will be
final and binding.
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.
S-3
<PAGE>
Taking into account the consents received from existing Bondholders since
the date of the Prospectus, the issuance of the Offered Bonds, the issuance of
Consent Bonds prior to the issuance of the Offered Bonds, and the Company's
intention to redeem some small issues of existing Bonds, the Company believes
that by March 10, 1995, sufficient consents will have been received for the
adoption of the Proposed Supplement.
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 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 6.78
percent as of January 27, 1995, and the maturity of such indebtedness is less
than 12 months.
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 to the Underwriters and each of the
Underwriters has agreed to purchase $15,000,000 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 .375% 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>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
UNDERWRITERS. 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.
------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<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
Use of Proceeds............................................................ S-4
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>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$30,000,000
BLACK HILLS CORPORATION
FIRST MORTGAGE BONDS 8.06% SERIES AC DUE 2010
--------------------------
PROSPECTUS SUPPLEMENT
--------------------------
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
JANUARY 27, 1995
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
