SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2003
BLACK HILLS CORPORATION
(Exact name of registrant as specified in its charter)
| South Dakota |
001-31303 |
46-0458824 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 625 Ninth Street, P.O. Box 1400, Rapid City, South Dakota |
57709 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (605) 721-1700
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 27, 2002, Black Hills Corporation (the “Company”) filed a Registration Statement on Form S-3, File No. 333-101541, and, on January 13, 2003 and February 4, 2003, the Company filed amendments thereto (collectively, with such amendments, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) relating to the public offering, pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to an aggregate of $400,000,000 in securities of the Company. On February 5, 2003, the Commission declared the Registration Statement effective. (The Registration Statement and definitive prospectus contained therein are collectively referred to as the “Prospectus.”)
On April 25, 2003, the Company filed with the Commission a supplement to the Prospectus, dated April 24, 2003 (the “Prospectus Supplement”), relating to the issuance and sale in an underwritten public offering of up to 4,600,000 shares of the Company’s common stock, par value $1.00 per share. In connection with the filing of the Prospectus Supplement with the Commission, the Company is filing certain exhibits as part of this Form 8-K. See “Item 7. Financial Statements and Exhibits.”
Item 7. Financial Statements and Exhibits.
| (c) | Exhibits. |
The following exhibits are filed with this report on Form 8-K.
| Exhibit No. |
Description | |
| 1.1 |
Underwriting Agreement, dated April 24, 2003, by and between the Company and Credit Suisse First Boston LLC, Lehman Brothers Inc., Credit Lyonnais Securities (USA) Inc., BMO Nesbitt Burns Corp., Gerard Klauer Mattison & Co., Inc., ABN AMRO Rothschild LLC, D.A. Davidson & Co., NatCity Investments, Inc., and Scotia Capital (USA) Inc., as representatives of the underwriters, with respect to the issuance and sale by the Company of up to 4,600,000 shares of the Company’s common stock. | |
| 5.1 |
Opinion of Steven J. Helmers regarding the validity of the common stock. | |
| 23.1 |
Consent of Steven J. Helmers (included in Exhibit 5.1). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLACK HILLS CORPORATION | ||||||||
| Date: April 29, 2003 |
By: |
/s/ Mark T. Thies | ||||||
| Mark T. Thies Executive Vice President and Chief Financial Officer | ||||||||
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Exhibit Index
The following exhibits are filed with this report on Form 8-K.
| Exhibit No. |
Description | |
| 1.1 |
Underwriting Agreement, dated April 24, 2003, by and between the Company and Credit Suisse First Boston LLC, Lehman Brothers Inc., Credit Lyonnais Securities (USA) Inc., BMO Nesbitt Burns Corp., Gerard Klauer Mattison & Co., Inc., ABN AMRO Rothschild LLC, D.A. Davidson & Co., NatCity Investments, Inc., and Scotia Capital (USA) Inc., as representatives of the underwriters, with respect to the issuance and sale by the Company of up to 4,600,000 shares of the Company’s common stock. | |
| 5.1 |
Opinion of Steven J. Helmers regarding the validity of the common stock. | |
| 23.1 |
Consent of Steven J. Helmers (included in Exhibit 5.1). |