SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K / A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
X ACT OF 1934
For the fiscal year ended December 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission File Number 1-7978
BLACK HILLS CORPORATION
Incorporated in South Dakota IRS Identification Number 46-0111677
625 Ninth Street
Rapid City, South Dakota 57701
Registrant's telephone number, including area code
(605) 721-1700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common stock of $1.00 par value New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant.
At January 31, 2000 $511,580,784
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 31, 2000
----- -------------------------------
Common stock, $1.00 par value 21,371,521shares
Amendment to Form 10-K
We are filing this Amendment to our Annual Report on Form 10-K for the fiscal
year ended December 31, 1999. Part III, Item 10 (Directors and Executive
Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management) and Item 13 (Certain
Relationships and Related Transactions) are included in this report rather than
being incorporated by reference.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
Nominees for Election Until
2003 Annual Meeting - Class II
Name, Age, Principal Occupation for Director Board
Last Five Years and Other Directorships Since Committees
--------------------------------------- -------- ----------
Daniel P. Landguth, 53 1989 Executive
Chairman and Chief Executive Nominating
Officer of Black Hills Corporation. Director,
Rapid City Regional Hospital.
Rapid City, South Dakota
John R. Howard, 59 1977 Executive
President, Industrial Products, Inc., an Compensation
industrial parts distributor. Branch Audit
Manager for Linweld, Inc.
Rapid City, South Dakota
David C. Ebertz, 54 1998 Compensation
Consultant, Dave Ebertz Risk Management Audit
Consulting, since January 2000. Owner and
President, Barlow Agency, Inc., an insurance agency,
until December 31, 1999.
Gillette, Wyoming
Directors Whose Terms Expire at
2001 Annual Meeting - Class III
Name, Age, Principal Occupation for Director Board
Last Five Years and Other Directorships Since Committees
--------------------------------------- -------- ----------
Adil M. Ameer, 47 1997 Executive
President and Chief Executive Officer, Compensation
Rapid City Regional Hospital. Audit
Rapid City, South Dakota
Everett E. Hoyt, 60 1991
President and Chief Operating Officer of
Black Hills Power and Light Company.
Rapid City, South Dakota
Thomas J. Zeller, 52 1997 Executive
President, RE/SPEC Inc., a technical consulting Compensation
and services firm. Chairman of the Board, Nominating
Teachmaster Technologies, Inc., an educational
software and consulting firm.
Rapid City, South Dakota
<PAGE>
Directors Whose Terms Expire at
2002 Annual Meeting - Class I
Name, Age, Principal Occupation for Director Board
Last Five Years and Other Directorships Since Committees
--------------------------------------- -------- -----------
David S. Maney, 36 1999 Compensation
Founder, President and CEO of Worldbridge Nominating
Broadband Services, Inc. and Open Access
Broadband Networks, Inc.
Golden, Colorado
Bruce B. Brundage, 64 1986 Compensation
President and Director, Brundage & Nominating
Company, a firm specializing in corporate
financing.
Englewood, Colorado
Kay S. Jorgensen, 49 1992 Compensation
Co-Owner and Vice President, Jorgensen-Thompson Audit
Creative Broadcast Services. Nominating
Spearfish, South Dakota
EXECUTIVE OFFICERS OF THE COMPANY
The following is a list of all executive officers of the Company. There are no
family relationships among them. Officers are normally elected annually.
Daniel P. Landguth, 53, Chairman and Chief Executive Officer of Black Hills
Corporation. Mr. Landguth was elected to his present position in January 1991.
Roxann R. Basham, 38, Vice President - Finance and Secretary/Treasurer. Ms.
Basham was elected to her present position in December 1997. She had served
as Secretary/Treasurer since 1993.
David R. Emery, 37, Vice President - Fuel Resources. Mr. Emery was elected to
his present position in January 1997. He had served as General Manager of
Black Hills Exploration and Production since June 1993.
Gary R. Fish, 41, President and Chief Operating Officer of Independent Energy
Business Unit. Mr. Fish was elected to his present position in September 1999.
He had served as Vice President - Corporate Development since 1996 and as
Controller since 1988.
Everett E. Hoyt, 60, President and Chief Operating Officer of Black Hills Power.
Mr. Hoyt was elected to his present position in October 1989.
James M. Mattern, 45, Senior Vice President - Corporate Administration and
Assistant to the CEO.
Mr. Mattern was elected to his present position in September 1999. He had
served as Vice President - Corporate Administration and Assistant to the CEO
since 1997 and as Vice President - Corporate Administration since January
1994.
Thomas M. Ohlmacher, 48, Vice President - Power Supply
Mr. Ohlmacher was elected to his present position in August 1994. He had
served as Director of Power Generation since 1993.
Ronald D. Schaible, 55, Senior Vice President and General Manager of
Communications. Mr. Schaible was elected to his present position in July 1999.
Previously, Mr. Schaible had served as Vice-President and General Manager
for Brooks Fiber Properties, Inc. since 1995.
<PAGE>
Mark T. Thies, 36, Controller
Mr. Thies was elected to his present position in May 1997. Previously,
Mr. Thies had served in a number of accounting positions, most recently as
Assistant Controller, at InterCoast Energy Company, a wholly owned
subsidiary of MidAmerican Energy Holdings Company since 1990.
Kyle D. White, 40, Vice President - Marketing and Regulatory Affairs
Mr. White was elected to his present position in July 1998. He had served as
Vice President - Energy Services since January 1998 and had served as
Director of Strategic Marketing and Sales since 1993.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Black Hills Corporation's records and
copies of reports on Form 3, 4 and 5 furnished to us, we believe that during
1999 all persons subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the required reports on a
timely basis.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee is solely comprised of the following outside
directors: Adil M. Ameer, Bruce B. Brundage, David C. Ebertz, John R. Howard,
Kay S. Jorgensen, David S. Maney and Thomas J. Zeller.
Mr. Ameer is a Director of Black Hills Corporation and serves as a member
of its Compensation Committee. Mr. Landguth, our Chairman, President and Chief
Executive Officer, is also a director of Rapid City Regional Hospital, a
non-profit organization of which Mr. Ameer is President and Chief Executive
Officer. Mr. Landguth is serving a six-year term on the Rapid City Regional
Hospital Board which will end in July 2000. Mr. Ameer and Mr. Landguth do not
participate in any compensation decisions involving each other.
Western Health, a subsidiary of Rapid City Regional Hospital, is a third
party administrator for our healthcare plans. We have paid approximately $76,000
to Western Health in 1999 for its services.
Worldwide Broadband Services, of which Mr. Maney was President and
Chief Executive Officer in 1999, sold products and services totaling $395,000
during 1999 to Black Hills FiberCom, a subsidiary of ours.
Directors' Fees
Directors who are not officers receive an annual fee of $15,500 plus a fee
of $600 for each board meeting and committee meeting attended, provided such
committee meetings are substantive in nature and content.
In addition, each outside director receives common stock equivalents
equal to $7,000 per year divided by the market price of our common stock. The
common stock equivalents are payable in stock or cash at retirement or can be
deferred at the election of the director.
Members of our Board of Directors are required to beneficially own 100
shares of common stock when they are initially elected a director and to apply
at least 50 percent of his or her retainer toward the purchase of additional
shares until the director has accumulated at least 2,000 shares of common stock.
<PAGE>
Executive Compensation
The following table is furnished for the fiscal year ended December 31,
1999, with respect to our Chief Executive Officer and the four other most highly
compensated executive officers for 1999.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------- ------- ------------------------------ -------------------------
Annual Compensation Long-Term Compensation
- ----------------------------------------------------- ------- ------------------------------ -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
Name and Principal Position Year Salary Bonus(1) Securities Underlying
Options Granted(2)
<S> <C> <C> <C> <C>
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
Daniel P. Landguth 1999 $262,600 $127,350 23,500
Chairman and Chief Executive Officer 1998 237,550 47,683 18,000
1997 222,675 26,399 18,000
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
Everett E. Hoyt 1999 $169,100 $53,100 8,000
President and Chief Operating Officer 1998 158,100 18,135 7,500
of Black Hills Power and Light Company 1997 147,600 15,930 7,500
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
Gary R. Fish 1999 $142,300 $61,250 10,500
President and Chief Operating Officer 1998 123,350 18,154 10,500
of Independent Energy 1997 105,012 12,349 10,500
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
Thomas M. Ohlmacher 1999 $126,500 $35,700 8,000
Vice President - Power Supply 1998 112,350 12,825 7,500
1997 101,452 11,997 7,500
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
James M. Mattern 1999 $116,200 $37,800 8,000
Senior Vice President - Corporate 1998 104,350 11,970 7,500
Administration and Assistant to the 1997 93,001 10,987 7,500
Chief Executive Officer
- ----------------------------------------------------- ------- ------------------ ----------- -------------------------
</TABLE>
(1)Bonus amounts include amounts earned under the Short-Term Annual
Incentive Plan in 1999 and 1998, the Results Compensation Program and the
Executive Gainshare Program in 1997, and cash bonus programs for our employees
based on the attainment of predetermined profitability measures.
(2)Reflects the 3-for-2 stock split on March 10, 1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
BLACK HILLS CORPORATION STOCK OPTION GRANTS IN 1999(1)
- ----------------------------------------------------------------------------------------------------------------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Name Number of Percent of Exercise Expiration Grant Date
Securities Total Options Price Date Present
Underlying Granted to Value(2)
Options Granted Employees
<S> <C> <C> <C> <C> <C>
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Daniel P. Landguth 23,500 16.8% $24.0625 07/20/09 $103,635
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Everett E. Hoyt 8,000 5.7% $24.0625 07/20/09 $ 35,280
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Gary R. Fish 10,500 7.5% $24.0625 07/20/09 $ 46,305
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Thomas M. Ohlmacher 8,000 5.7% $24.0625 07/20/09 $ 35,280
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
James M. Mattern 8,000 5.7% $24.0625 07/20/09 $ 35,280
- --------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
</TABLE>
(1)Options vest annually in installments of 33 percent per year
beginning on the first anniversary of the date of grant. All options become
fully vested if a change in control occurs.
<PAGE>
(2)The Black-Scholes option-pricing model was used in determining the
present value of the options granted. The assumptions utilized in the
Black-Scholes model are as follows: 19.87 percent for expected volatility; 6.68
percent for risk free rate of return; 4.2 percent for dividend yield; and 10
years for the time of exercise.
<TABLE>
<CAPTION>
====================================================================================================================
STOCK OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES(1)
====================================================================================================================
Number of Securities Underlying Value of Unexercised In-the-Money Options at
Unexercised Option at 12/31/99 12/31/99 Exercisable/Unexercisable(3)
Name Exercisable/Unexercisable(2)
<S> <C> <C>
============================ ===================================== =================================================
Daniel P. Landguth 45,600/35,500 $155,240/$18,000
============================ ===================================== =================================================
Everett E. Hoyt 19,000/13,000 $64,687/$7,500
============================ ===================================== =================================================
Gary R. Fish 23,000/17,500 $70,687/$10,500
============================ ===================================== =================================================
Thomas M. Ohlmacher 19,000/13,000 $64,687/$7,500
============================ ===================================== =================================================
James M. Mattern 19,000/13,000 $64,687/$7,500
============================ ===================================== =================================================
</TABLE>
(1)No options were exercised by the above named individuals in 1999.
(2)The number of options have been adjusted to reflect the 3-for-2 stock split
on March 10, 1998.
(3)Value of unexercisable options is the market value of the shares at year-end
minus the exercise price.
Retirement Plans
We have a defined benefit retirement plan, a pension plan, for our
employees. The plan provides benefits at retirement based on length of
employment service and average monthly pay in the five consecutive calendar
years of highest earnings out of the last ten years. Our employees do not
contribute to the plan. The amount of annual contribution by us to the plan is
based on an actuarial determination. Accrued benefits become 100 percent vested
after an employee completes five years of service.
We amended the plan, effective January 1, 2000, whereby future benefits
under the plan were decreased and in return we offer a 401(k) match. Our
employees who were age 50 on December 31, 1999 could make a one-time election to
remain under the old plan without the 401(k) match or participate under the
revised plan with a 401(k) match.
We also have a Pension Equalization Plan, a nonqualified supplemental
plan, in which benefits are not tax deductible until paid, designed to provide
the higher paid executive employee a retirement benefit which, when added to
social security benefits and the pension to be received under the defined
benefit retirement plan, will approximate retirement benefits being paid by
other employers to its employees with like executive positions. The employee's
pension from the qualified pension plan is limited under current law to $135,000
annually and the compensation taken into account in determining contributions
and benefits cannot exceed $170,000. The amount of deferred compensation paid
under nonqualified plans such as the Pension Equalization Plan is not subject to
the limits. A participant under the Pension Equalization Plan does not qualify
for benefits until the benefits become vested under a vesting schedule -- 20
percent after three years of employment under the plan increasing up to 100
percent vesting after eight years of employment under the plan. No credit for
past service is granted under the Pension Equalization Plan. The annual benefit
is 25 percent of the employee's average earnings, if salary was less than two
times the Social Security Wage Base, or 30 percent, if salary was more than two
times the Social Security Wage Base, times the vesting percentage. Average
earnings are normally an employee's average earnings for the five highest
consecutive full years of employment during the ten full years of employment
immediately preceding the year of calculation. The annual Pension Equalization
Plan benefit is paid on a monthly basis for 15 years to each participating
employee and, if deceased, to the employee's designated beneficiary or estate,
commencing at the earliest of death or when the employee is both retired and 62
years of age or more.
<PAGE>
In the event that at the time of a participant's retirement the
participant's salary level exceeds the qualified pension plan annual
compensation limitation of $170,000, then the participant shall receive an
additional benefit which is measured by the difference between the monthly
benefit which would have been provided to the participant under the defined
benefit retirement plan as if there were no annual compensation limitation and
the monthly benefit to be provided to the participant under the defined benefit
retirement plan.
Participants in the Pension Equalization Plan are designated by our
Board of Directors upon recommendation of the Chief Executive Officer. Selection
is based on key employees as determined by management and consideration of
performance rather than being based solely on salary. The minimum salary
component applied in the selection process is the maximum annual Social Security
taxable wage base that is presently at $76,200.
Employees' Stock Purchase Plan
Our employees and those of our subsidiaries are eligible to participate
in the Employees' Stock Purchase Plan, as approved by the shareholders at the
1987 Annual Meeting under which offerings of our common stock, at the discretion
of the Board of Directors, are made to employees at a price equal to 90 percent
of the closing sale price on the New York Stock Exchange on the date of the
offering. Employees may purchase up to 400 shares per offering. An offering was
extended to employees in 1999 at a price of $21.66 per share. Shares are held in
nominee name until subscriptions are paid for in full.
Retirement Savings Plan
We have a Retirement Savings Plan under Section 401(k) of the Internal
Revenue Code of 1986, as amended, which permits our employees and those of our
subsidiaries, including officers, to elect to invest up to 20 percent of their
eligible earnings on a pre-tax basis into an investment fund subject to
limitations imposed by the Internal Revenue Code.
Effective January 1, 2000, we provide a matching contribution of 100
percent of the employee's tax deferred contribution, subject to a maximum of
three percent of the employee's compensation.
Distribution from the fund will be made to employees at termination of
employment, retirement, death, or in case of hardship. No amounts were paid or
distributed pursuant to the Retirement Savings Plan to the individuals named
herein nor to the officers as a group.
Severance Agreements
We have entered into change of control severance agreements with each
of our executive officers and certain key employees. The change of control
severance agreements provide for certain payments and other benefits to be
payable upon a change in control and a subsequent termination of employment,
either involuntary or for a good reason.
A change in control is defined in the agreements as:
* an acquisition of 30 percent or more of our common stock,
except for certain defined acquisitions, such as acquisition
by employee benefit plans, us, or any of our subsidiaries; or
* members of our incumbent Board of Directors at the time the
agreements were executed cease to constitute at least
two-thirds of the members of the Board of Directors, with the
incumbent Board of Directors being defined as those
individuals consisting of the Board of Directors on the date
the agreement was executed and any other directors elected
subsequently whose election was approved by the incumbent
Board of Directors; or
<PAGE>
* approval by our shareholders of:
* a merger, consolidation, or reorganization;
* liquidation or dissolution;
* or agreement for sale or other disposition of all or
substantially all of our assets, with exceptions for
transactions which do not involve an effective change
in control of voting securities or Board of Directors
membership, and transfers to subsidiaries or sale of
subsidiaries; and
* all regulatory approvals required to effect a change in
control have been obtained.
In the change of control severance agreements, a good reason for
termination which would trigger payment of benefits is defined to include:
* a change in the executive's status, title, position or
responsibilities;
* a reduction in the executive's annual compensation or any
failure to pay the executive any compensation or benefits to
which he or she is entitled within seven days of the date due;
* any material breach by us of any provisions of the change of
control severance agreement;
* requiring the executive to be based outside a 50-mile radius
from Rapid City, South Dakota; or
* our failure to obtain an agreement from any successor company
to assume and agree to perform the change of control severance
agreement.
The agreement with the Chief Executive Officer also contains an optional window
period, a 30-day period of time beginning on the one-year anniversary after the
change in control, during which time the Chief Executive Officer may terminate
for any reason and receive the payments and benefits.
Upon a change in control, the executive will have an employment
contract for a three-year period, but not beyond age 65. During this employment
term, the executive shall receive annual compensation at least equal to the
highest rate in effect at any time during the one-year period preceding the
change in control and shall also receive employment welfare benefits, pension
benefits, and supplemental retirement benefits on a basis no less favorable than
those received prior to the change in control.
If the executive's employment is terminated during the three-year
employment term involuntarily, for a good reason, or by the Chief Executive
Officer for any reason during a window period, then the executive is entitled to
the following benefits:
* severance pay equal to 2.99 times executive's five-year average
taxable compensation, provided that the foregoing payment is
subject to proportionate reduction based upon when termination
takes place during the three-year employment term and based upon a
ratio of the executive's employment term to 36 months; and
* continuation of employee welfare benefits for the remainder of the
employment term, with an offset for similar benefits received,
along with additional credited service under the Pension
Equalization Plan and defined benefit retirement plan equal to the
remainder of the employment term.
The change of control severance agreements contain a "cap" provision
which reduces any amounts payable to an amount which would prevent any payments
from being nondeductible under the Internal Revenue Code. The change of control
severance agreements provide for reimbursement of legal fees and expenses of the
executive incurred after the change in control by the executive in seeking to
obtain or enforce any benefits provided by the change of control severance
agreement. The executive is not required to mitigate the amount of any payment
or benefit by seeking other employment or otherwise, and the payments or
benefits are not reduced whether or not the executive obtains other employment
and/or benefits, except for employee welfare benefits.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of February 29, 2000, the following table sets forth the beneficial
ownership of our common stock for each director, each executive officer named in
the summary compensation table, and all of our directors and executive officers
as a group. Beneficial ownership includes shares a director or executive officer
has the power to vote or transfer, and stock options that are exercisable
currently or within 60 days of February 29, 2000.
The common stock interest of each named person and all directors and
executive officers as a group represents 1.3 percent of the aggregate amount of
common stock issued and outstanding. Except as indicated by footnote below, the
beneficial owner possesses sole voting and investment powers with respect to the
shares shown.
<TABLE>
<CAPTION>
Shares Options Directors
Beneficially Exercisable Commmon Stock
Name of Beneficial Owner Owned Within 60 Days Equivalents (1) Total
<S> <C> <C> <C> <C>
Adil M. Ameer 1,097(2) 657 1,754
Bruce B. Brundage 5,422(3) 5,903 11,325
David C. Ebertz 1,739(4) 397 2,136
Gary R. Fish 7,796(5) 23,000 30,796
John R. Howard 16,864 4,708 21,572
Everett E. Hoyt 10,683 19,000 29,683
Kay S. Jorgensen 2,516 1,717 4,233
Daniel P. Landguth 15,866 45,600 61,466
David S. Maney 1,168(6) 180 1,348
James M. Mattern 5,595 19,000 24,595
Thomas M. Ohlmacher 3,515 19,000 22,515
Thomas J. Zeller 1,172(7) 657 1,829
All directors and executive officers
as a group 90,046 173,800 14,221 278,068
</TABLE>
(1)Includes common stock allocated to the directors' accounts in the
Directors' Stock Based Compensation Plan of which the trustee has sole voting
and investment authority.
(2)Includes 150 shares owned jointly with Mr. Ameer's spouse as to
which he shares voting and investment authority.
(3)Includes 5,400 shares owned by Brundage & Co.Pension Plan and Trust
of which Mr. Brundage is the trustee with sole voting and investment authority.
(4)Includes 506 shares owned jointly with Mr. Ebertz's spouse as to
which he shares voting and investment authority.
(5)Includes 6,236 shares owned jointly with Mr. Fish's spouse as to
which he shares voting and investment authority.
(6)Includes 1,000 shares owned jointly with Mr. Maney's spouse as to
which he shares voting and investment authority.
(7)Includes 225 shares owned jointly with Mr. Zeller's spouse as to
which he shares voting and investment authority.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation" under Item 11.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BLACK HILLS CORPORATION
By DANIEL P. LANDGUTH
Daniel P. Landguth, Chairman,
President and Chief Executive Officer
Dated: April 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
DANIEL P. LANDGUTH Director and Principal April 26, 2000
- ----------------------------------------- Executive Officer
Daniel P. Landguth, Chairman,
President, and Chief Executive Officer
ROXANN R. BASHAM Principal Financial Officer April 26, 2000
- -----------------------------------------
Roxann R. Basham, Vice President-Finance,
and Corporate Secretary/Treasurer
MARK T. THIES Principal Accounting Officer April 26, 2000
- -----------------------------------------
Mark T. Thies, Controller
ADIL M. AMEER Director April 26, 2000
- -----------------------------------------
Adil M. Ameer
BRUCE B. BRUNDAGE Director April 26, 2000
- -----------------------------------------
Bruce B. Brundage
DAVID C. EBERTZ Director April 26, 2000
- -----------------------------------------
David C. Ebertz
JOHN R. HOWARD Director April 26, 2000
- -----------------------------------------
John R. Howard
EVERETT E. HOYT Director and Officer April 26, 2000
- -----------------------------------------
Everett E. Hoyt (President and Chief
Operating Officer of Black Hills Power)
KAY S. JORGENSEN Director April 26, 2000
- -----------------------------------------
Kay S. Jorgensen
DAVID S. MANEY Director April 26, 2000
- -----------------------------------------
David S. Maney
THOMAS J. ZELLER Director April 26, 2000
- -----------------------------------------
Thomas J. Zeller
</TABLE>
