Registration No. 33__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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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
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BLACK HILLS CORPORATION'S SHORT-TERM ANNUAL INCENTIVE PLAN
(Full title of the plan)
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ROXANN R. BASHAM
Vice President - Finance
Black Hills Corporation
625 Ninth Street, Rapid City, South Dakota 57701
(Name and address of agent for service)
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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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------- --------------------- -------------------- --------------------- ====================
Proposed Maximum Proposed Maximum
Title of Securities Offering Price Per Aggregate Offering Amount of
to be Registered Amount to be Share (1) Price Registration Fee
Registered (1)
<S> <C> <C> <C> <C>
- ----------------------- --------------------- -------------------- --------------------- ====================
- ----------------------- --------------------- -------------------- --------------------- ====================
Common Stock
($1 par Value) 200,000 Shares $24.1250 $4,825,000 $1,273.80
- ----------------------- --------------------- -------------------- --------------------- ====================
</TABLE>
1. 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 February 4, 2000.
<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 & Braun LLP, 625 Ninth Street,
Rapid City, South Dakota 57701.
Members of the firm of Morrill Thomas Nooney & Braun LLP and members of
their immediate families own directly or indirectly 4,000 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No securities are to be reoffered or resold pursuant to this agreement.
<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 April 20, 1999 (Exhibit 4(b) to Form S-8 dated July 13,
1999).
5 Opinion of Morrill Thomas Nooney & Braun LLP
23(a) Consent of Morrill Thomas Nooney & Braun 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>
SIGNATURES
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 11th day of February, 2000.
BLACK HILLS CORPORATION
By /S/ROXANN R. BASHAM
Roxann R. Basham, 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 February 11, 2000
Daniel P. Landguth, Officer and Director
Chairman and President
/S/ROXANN R. BASHAM Principal Financial Officer February 11, 2000
Roxann R. Basham,
Vice President - Finance
/S/MARK T. THIES Principal Accounting Officer February 11, 2000
Mark T. Thies, Controller
ADIL M. AMEER* Directors
Adil M. Ameer
BRUCE B. BRUNDAGE*
Bruce B. Brundage
DAVID C. EBERTZ*
David C. Ebertz
JOHN R. HOWARD*
John R. Howard
EVERETT E. HOYT* February 11, 2000
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
February 11, 2000
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 Short-Term Annual Incentive 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 shares of Common Stock of the par
value $1.00 per share (the "Shares") of the Company in connection with the Black
Hills Corporation Short-Term Annual Incentive Plan (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.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
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 27, 1999
included in Black Hills Corporation's Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 11, 2000
EXHIBIT 24a
BLACK HILLS CORPORATION
Power of Attorney
I, Adil M. Ameer, 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 27th day of January, 2000.
By: /s/ Adil M. Ameer
<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 27th day of January, 2000.
By: /s/ Bruce B. Brundage
<PAGE>
EXHIBIT 24c
BLACK HILLS CORPORATION
Power of Attorney
I, David C. Ebertz, 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 27th day of January, 2000.
By: /s/ David C.Ebertz
<PAGE>
EXHIBIT 24d
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 27th day of January, 2000.
By: /s/ John R. Howard
<PAGE>
EXHIBIT 24e
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 27th day of January, 2000.
By: /s/ Everett E. Hoyt
<PAGE>
EXHIBIT 24f
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 27th day of January, 2000.
By: /s/ Kay S. Jorgensen
<PAGE>
EXHIBIT 24g
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 27th day of January, 2000.
By: /s/ Thomas J. Zeller
