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
1996 STOCK OPTION 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 Thomas & Nooney LLP
625 Ninth Street, Rapid City, South Dakota 57701
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock 200,000 $25.875 $5,175,000 $1,785
($1 Par Shares
Value)
</TABLE>
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement shall be deemed to register an indefinite amount of
interests in the employee benefit plan described herein to the extent such
interests are separate securities required to be registered under such Act.
2. Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c), based upon the average of the high and low prices reported
as of December 2, 1996.
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Black Hills Corporation (the Company)
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report on Form-10K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above; and
(c) The description of the Company's common stock as contained in the
Company's registration statement under Section 12 of the Exchange Act
of 1934, including any amendment or report updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters those securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part thereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
The Company's common stock is registered under Section 12 of the Exchange
Act.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered will be passed upon for the Company
by the law firm of Morrill Thomas & Nooney LLP, 625 Ninth Street, Rapid City,
South Dakota 57701.
Members of the firm of Morrill Thomas & Nooney LLP and members of their
immediate families own directly or indirectly 8,300 shares of common stock of
the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICER
Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Codified Laws permit
indemnification of officers and directors of domestic or foreign corporations
under certain circumstances and subject to certain limitations. Article V of
the Bylaws of the Company and separate indemnification contracts entered into
between the Company and each of its directors and officers authorize
indemnification of the Company's directors and officers consistent with the
provisions of South Dakota laws.
The Company has obtained insurance policies indemnifying the Company and
the Company's directors and officers against certain civil liabilities and
related expenses.
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No securities are to be reoffered or resold pursuant to this agreement.
Item 8. EXHIBITS
*4(a) Restated Articles of Incorporation dated May 24, 1994 (Exhibit 3(i)
to Form 8-K dated June 7, 1994, File No. 1-7978).
*4(b) Bylaws dated January 30, 1996 (Exhibit 3(b) to Form 10-K dated March
15, 1996).
5 Opinion of Morrill Thomas & Nooney LLP
23(a) Consent of Morrill Thomas & Nooney LLP (contained in Exhibit 5)
23(b) Consent of Independent Public Accountants
24 Powers of Attorney
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
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 6th day of December, 1996.
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 Executive December 6, 1996
Daniel P. Landguth, Officer and Director
Chairman and President
/S/DALE E. CLEMENT Principal Financial December 6, 1996
Dale E. Clement, Senior Officer and Director
Vice President - Finance
/S/GARY R. FISH Principal Accounting December 6, 1996
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* December 6, 1996
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
EXHIBIT 5
December 6, 1996
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 1996
Stock Option Plan of Black Hills Corporation (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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Morrill, Thomas & Nooney, LLP
TLT:bae
EXHIBIT 23(B)
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 30, 1996
included in the 1995 Annual Report of Black Hills Corporation and incorporated
by reference in Black Hills Corporation's Form 10-K for the year ended December
31, 1995, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
December 4, 1996
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 13th day of November, 1996.
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 13th day of November, 1996.
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 9th day of November, 1996.
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 November, 1996.
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 13th day of November, 1996.
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 8th day of November, 1996.
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 15th day of November, 1996.
By: /S/ KAY S. JORGENSEN
