SECURITIES AND EXCHANGE COMMISSION
Registration No. 33-
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
__________
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN (401K PLAN)
(Full title of the plan)
__________
ROXANN R. BASHAM
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:
JOHN K. NOONEY, Esq.
Morrill Thomas Nooney & Braun LLP
625 Ninth Street, Rapid City, South Dakota 57701
__________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Share(3) Offering Price Fee
Common Stock
($1 Par Value)400,000 Shares $ 24.0313 $9,612,520 $2,836
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 Black Hills Corporation Retirement
Savings plan (401K Plan).
2. Maximum number of shares expected to be acquired in the Plan through
Participant contributions.
3. 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 August 17, 1998.
<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
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
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, 1997 (Exhibit 3(b) to Form 10-K dated
March 7, 1997).
23 Consent of Independent Public Accountants
24 Powers of Attorney
99 Black Hills Corporation Retirement Savings Plan Financial Statements
as of December 31, 1997 and 1996 Together With Report of Independent
Public Accounts.
The registrant undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
(IRS) in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it is 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 20th day of August, 1998.
BLACK HILLS CORPORATION
By /s/ROXANN R. BASHAM
Roxann R. Basham, Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rapid City, State of
South Dakota, on the 20th day of August, 1998.
BLACK HILLS CORPORATION
RETIREMENT SAVINGS PLAN
By /s/ROXANN R. BASHAM
Roxann R. Basham, Trustee
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 August 20, 1998
Daniel P. Landguth, Officer and Director
Chairman and President
/s/ROXANN R. BASHAM Principal Financial August 20, 1998
Roxann R. Basham, Officer
Vice President - Finance
/s/MARK T. THIES Principal Accounting August 20, 1998
Mark T. Thies, Officer
Controller
GLENN C. BARBER* Directors
Glenn C. Barber
BRUCE B. BRUNDAGE*
Bruce B. Brundage
JOHN R. HOWARD*
John R. Howard
EVERETT E. HOYT* August 20, 1998
Everett E. Hoyt
KAY S. JORGENSEN* *By: /S/DANIEL P. LANDGUTH
Kay S. Jorgensen Daniel P. Landguth
Attorney at Fact
THOMAS J. ZELLER*
Thomas J. Zeller
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 12, 1998 on the Financial Statements of Black Hills Corporation
Retirement Savings Plan included as an exhibit to this Registration Statement
and to the incorporation by reference in this Registration Statement of our
report dated January 28, 1998 on the Financial Statements of Black Hills
Corporation and Subsidiaries included in Black Hills Corporation's Form 10-K
for the year ended December 31, 1997, and to all references to our Firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
August 18, 1998
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 29th day of January, 1998.
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 29th day of January, 1998.
By: /S/ BRUCE B. BRUNDAGE
<PAGE>
EXHIBIT 24c
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 29th day of January, 1998.
By: /S/ JOHN R. HOWARD
<PAGE>
EXHIBIT 24d
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 29h day of January, 1998.
By: /S/ EVERETT E. HOYT
<PAGE>
EXHIBIT 24e
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 29th day of January, 1998.
By: /S/ KAY S. JORGENSEN
<PAGE>
EXHIBIT 24f
BLACK HILLS CORPORATION
Power of Attorney
I, Thomas J. Zeller, 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 29th day of January, 1998.
By: /S/ THOMAS J. ZELLER
Black Hills Corporation Retirement Savings Plan
Financial Statements as of December 31, 1997 and 1996
Together With Report of Independent Public Accountants
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
Index to Financial Statements and Schedules
Page
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
Item 27a Schedule of Assets Held for Investment Purposes 8
Item 27d Schedule of Reportable Transactions 9
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Black Hills Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Black Hills Corporation Retirement Savings Plan (the Plan) as of
December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by
the Department of Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
June 12, 1998
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1997
American Investment
Express Company of New
Income AMCAP America Perspective
Fund Fund Fund Fund
INVESTMENTS
AT MARKET
VALUE (Note 2):
Mutual funds $2,575,405 $3,233,585 $2,958,270 $2,435,361
Common stock - - - -
PARTICIPANT LOANS - - - -
RECEIVABLES:
Contributions
from
participants 8,126 14,629 19,234 15,732
Loan payments
from
participants 8,290 5,755 5,185 4,380
NET ASSETS AVAILABLE
FOR BENEFITS $2,591,821 $3,253,969 $2,982,689 $2,455,473
Black Hills Participant
American Corporation Contribution/
Balanced Common Participant Loan Payment
Fund Stock Loans Receivable
INVESTMENTS AT
MARKET VALUE
(Note 2):
Mutual funds $1,242,120 $ - $ - $ -
Common stock - 6,254,700 - -
PARTICIPANT LOANS - - 819,813 -
RECEIVABLES:
Contributions
from
participants 8,131 - - 12,802
Loan payments
from participants 2,161 - - 7,133
NET ASSETS AVAILABLE
FOR BENEFITS $1,252,412 $6,254,700 $819,813 $19,935
Total
INVESTMENTS AT
MARKET VALUE
(Note 2):
Mutual funds $12,444,741
Common stock 6,254,700
PARTICIPANTS LOANS 819,813
RECEIVABLES:
Contributions
from
participants 78,654
Loan Payments
from participants 32,904
NET ASSETS AVAILABLE
FOR BENEFITS $19,630,812
The accompanying notes are an integral part of this financial statement.
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1996
American Investment
Express Company of New
Income AMCAP America Perspective
Fund Fund Fund Fund
CASH $ 8,817 $ - $ - $ -
INVESTMENTS AT
MARKET VALUE (Note 2):
Mutual funds 2,867,588 2,379,468 2,131,508 2,119,076
Common stock - - - -
PARTICIPANT LOANS - - - -
RECEIVABLES:
Contributions from
participants - - - -
Loan payments from
participants - - - -
NET ASSETS AVAILABLE
FOR BENEFITS $2,876,405 $2,379,468 $2,131,508 $2,119,076
Black Hills Participant
American Corporation Contribution
Balanced Common Participant Loan Payment
Fund Stock Loans Receivable
CASH $ - $ - $ - $ -
INVESTMENTS AT
MARKET VALUE (Note 2):
Mutual funds 461,071 - - -
Common stock - 5,262,889 - -
PARTICIPANT LOANS - - 830,502 -
RECEIVABLES:
Contributions from
participants - - - 69,258
Loan payments from
participants - - - 35,762
NET ASSETS AVAILABLE
FOR BENEFITS $461,071 $5,262,889 $830,502 $105,020
Total
CASH $ 8,817
INVESTMENTS AT
MARKET VALUE (Note 2):
Mutual funds 9,958,711
Common stock 5,262,889
PARTICIPANT LOANS 830,502
RECEIVABLES:
Contributions from
participants 69,258
Loan payments from
participants 35,762
NET ASSETS AVAILABLE
FOR BENEFITS $16,165,939
The accompanying notes are an integral part of this financial statement.
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1997
American Investment
Express Company of New
Income AMCAP America Perspective
Fund Fund Fund Fund
NET ASSETS AVAILABLE
FOR BENEFITS,
beginning of year $2,876,405 $2,379,468 $2,131,508 $2,119,076
ADDITIONS:
Participant
contributions 125,460 169,099 224,161 219,028
Investment interest
and dividends - 457,059 318,851 186,655
Net appreciation in
market value of
investments 131,020 274,932 330,248 119,739
Net realized gain on
sale of investments 25,453 2,123 30,095 20,881
Interfund transfers (220,836) 76,359 71,238 (94,337)
Total additions 61,097 979,572 974,593 451,966
DISTRIBUTIONS TO
PARTICIPANTS (345,681) (105,071) (123,412) (115,569)
NET INCREASE (DECREASE)
IN NET ASSETS (284,584) 874,501 851,181 336,397
NET ASSETS AVAILABLE
FOR BENEFITS,
end of year $2,591,821 $3,253,969 $2,982,689 $2,455,473
Black Hills Participant
American Corporation Contribution
Balanced Common Participant Loan Payment
Fund Stock Loans Receivable
NET ASSETS AVAILABLE
FOR BENEFITS,
beginning of year $ 461,071 $5,262,889 $830,502 $105,020
ADDITIONS:
Participant
contributions 105,074 178,023 - (55,052)
Investment interest
and dividends 80,349 317,191 77,852 -
Net appreciation in
market value of
investments 36,418 1,186,825 - -
Net realized gain on
sale of investments - 14,476 - -
Interfund transfers 576,776 (361,756) (20,481) (26,963)
Total additions 798,617 1,334,759 57,371 (82,015)
DISTRIBUTIONS TO
PARTICIPANTS (7,276) (342,948) (68,060) (3,070)
NET INCREASE (DECREASE)
IN NET ASSETS 791,341 991,811 (10,689) (85,085)
NET ASSETS AVAILABLE
FOR BENEFITS,
end of year $1,252,412 $6,254,700 $819,813 $ 19,935
Total
NET ASSETS AVAILABLE
FOR BENEFITS,
beginning of year $16,165,939
ADDITIONS:
Participants
contributions 965,793
Investment interest
and dividends 1,437,957
Net appreciation in
market value of
investments 2,079,182
Net realized gain
on sale of
investments 93,028
Interfund transfers -
Total additions 4,575,960
DISTRIBUTIONS TO
PARTICIPANTS (1,111,087)
NET INCREASE (DECREASE)
IN NET ASSETS 3,464,873
NET ASSETS AVAILABLE
FOR BENEFITS,
end of year $19,630,812
The accompanying notes are an integral part of this financial statement.
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
1. Plan Description:
General
The Black Hills Corporation Retirement Savings Plan (the Plan) is a defined
contribution plan for eligible employees of Black Hills Power and Light Company,
the assumed business name of the electric utility of Black Hills Corporation
(the Company); Wyodak Resources Development Corp. (WRDC), a wholly owned
subsidiary of the Company; Black Hills Energy Resources, Inc. and Varifuel,
Inc. (both wholly owned subsidiaries of Black Hills Capital Group, Inc., a
wholly owned subsidiary of WRDC); and Western Production Company (WPC), a
wholly owned subsidiary of WRDC. The eligible employees may have a percentage
of their compensation withheld and contributed to the Plan, subject to
limitations, as defined. The Plan is designed to comply with the provisions
of Section 401(k) of the Internal Revenue Code (the Code).
The board of directors of the Company has appointed the Benefits Committee (the
Committee) to administer the Plan, and has appointed the risk manager of the
Company as trustee. Administrative fees of $29,826 were paid by the Company
in 1997.
The following is not a comprehensive description of the Plan and, therefore,
does not include all situations and limitations covered by the Plan.
Participants should refer to the plan agreement for more complete information.
Eligibility
Any employee not considered temporary and who receives regular stated salary
or wages becomes eligible to participate in the Plan on the first day of
employment.
Contributions
The maximum percentage of compensation an employee may contribute to the Plan
is 15%, with an annual maximum contribution of $9,500 in 1997 and 1996, as
provided by the Code. There is no limit to the number of times participants
may change their contribution percentages. Amounts contributed are invested
at the discretion of plan participants in any one of the six investment
options described in Note 2.
All contributions made and any earnings therefrom are fully vested to the
participant at all times. The Company does not contribute to the Plan.
The Plan received $29,957 in rollover transfers from other qualified plans in
1997, which are included in the participant contributions portion of the
statement of changes in net assets available for benefits.
Distributions
A participants account is distributed upon termination of employment,
whether voluntary or involuntary, or at termination of the Plan. No other
distribution of a participants account shall be made unless a financial
hardship, as defined by the Code, exists and the distribution is
approved by the Committee.
Distributions are made to a terminated participant or to a participants
beneficiary in a lump-sum payment within 60 days of the close of the plan
year in which the participant terminates. A terminated participant who is
under 65 years of age and whose account balance exceeds $3,500 has the right
to defer distribution of the account.
Participant Loans
The Plan contains a loan provision which allows participants to borrow up to a
maximum equal to the lesser of $50,000 or 50% of their account balance at a
market interest rate (10% at December 31, 1997) and repay the loan through
payroll deductions, with a maximum repayment period of five years.
On January 1, 1994, the loan program was amended to require the outstanding
loan balances of participants to be paid in full upon termination of
employment or the balance will be deemed a distribution. In addition, loans
are prohibited for terminated employees.
Amendments and Termination
The Company reserves the right to amend or terminate the Plan at any time.
Upon termination of the Plan, all assets will be distributed among the
participants in accordance with plan provisions.
2. Summary of Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis
of accounting.
Investments
The investments of the Plan at December 31, 1997 consist of deposits with
selected funds of the American Express Trust Co., the American Funds Group
and common stock of the Company.
The American Express Income Fund invests in guaranteed investment contracts
and money market investments.
Funds at American Funds Group are invested in the AMCAP Fund, the Investment
Company of America Fund (ICA), the New Perspective Fund (NPF) and the
American Balanced Fund (ABF). The AMCAP Fund, ICA, NPF and ABF are open-end
investment funds investing primarily in common stocks.
Units (shares) of the various investment funds are valued daily at net asset
value (which equates market value) by the fund managers. Plan net asset
values are established at the end of each calendar quarter.
The Companys common stock is valued daily based upon the closing price on
the New York Stock Exchange.
Net realized gains on the sale of investments represent the difference between
the sales proceeds of the investments sold and their market value at the
beginning of the year (or their cost, if purchased during the year).
3. Tax Status:
The Plan obtained its latest determination letter on June 19, 1991, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. The Plan has been
amended since receiving the determination letter. However, the plan
administrator and the Plans legal counsel believe that the Plan is currently
designed and operated in compliance with the applicable requirements of the
Code. Therefore, no provision for income taxes has been included in the
Plans financial statements.
4. Subsequent Events:
Effective January 1, 1998, the board of directors of the Company adopted the
Merrill Lynch special prototype defined contribution plan and appointed
Merrill Lynch as the asset custodian and recordkeeper. The Committee was
appointed the trustee of the Plan, replacing the risk manager of the Company
as trustee. Also effective January 1, 1998, the risk manager was
appointed administrator of the Plan.
In January 1998, in connection with the adoption of the prototype plan, funds of
the Plan (other than Black Hills Corporation common stock) were liquidated
and invested in other mutual funds having similar investment characteristics
and objectives.
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
(Employer Identification Number: 46-0111677) (Plan Number: 003)
Item 27a Schedule of Assets Held for Investment Purposes
As of December 31, 1997
Number
of Shares
or Units Description Cost Market Value
56,935 American Express Income Fund* $ 1,625,114 $2,575,405
American Funds Group*:
206,619 AMCAP Fund 2,682,821 3,233,585
Investment Company of
104,718 America Fund 2,197,628 2,958,270
125,728 New Perspective Fund 1,902,640 2,435,361
79,217 American Balanced Fund 1,177,920 1,242,120
Black Hills Corporation
177,438 common stock* 4,523,933 6,254,700
Participant Loans
- (interest at 10%) 819,813 819,813
$14,929,869 $19,519,254
*Denotes party in interest.
<PAGE>
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN
(Employer Identification Number: 46-0111677) (Plan Number: 003)
Item 27d Schedule of Reportable Transactions
For the Year Ended December 31, 1997
Number Total Total Total Net
of Number Cost of Sale Cost of Gain on
Description Purchases of Sales Purchases Proceeds Sales Sales
American Express
Income Fund* 6 8 $225,300 $693,258 $667,805 $25,453
Black Hills
Corporation
common stock* 9 13 274,977 547,614 533,138 14,476
American Funds
Group*:
Investment
Company of
America Fund 15 2 732,501 266,047 235,952 30,095
*Denotes party in interest.
