Black Hills Corp/SD · 8-K · For 12/5/00

Filed On 1/12/01 6:03pm ET   ·   SEC File 333-52664   ·   Accession Number 12400-1-8

Current Report   ·   Form 8-K
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 1: 8-K         Current Report                                         6±    31K 

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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

December 5, 2000
 (Date of earliest event reported)

 BLACK HILLS CORPORATION
(Exact name of Registrant as specified in its charter)

 South Dakota                  1-7978                     46-0458824
(State of Incorporation)      (Commission File No.)          (IRS Employer    
                                                        Identification Number)

625 Ninth Street
P. O. Box 1400
Rapid City, South Dakota 57709
(Address of principal executive offices)

(605) 721-1700
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address if changed since last report)

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Item 1.           Changes in Control of Registrant.                             

Not applicable.                             

Item 2.           Acquisition or Disposition of Assets.                         

                  On December 5, 2000, Adirondack Hydro Development  Corporation
                  ("AHDC"), an indirect subsidiary of the Registrant, acquired a
                  19.8%  limited  partnership   interest  in  each  of  Northern
                  Electric Power Company,  L.P. ("Northern  Electric") and South
                  Glens Falls  Limited  Partnership  ("South  Glens Falls") from
                  Allstate Insurance Company and Allstate Life Insurance Company
                  (collectively   referred   to   as   "Allstate")   by   paying
                  approximately $4.2 million in cash. The acquisition was funded
                  through  the  Registrant's   subsidiaries'   revolving  credit
                  facility  pursuant to a Credit  Agreement dated as of June 30,
                  2000, as amended,  between Wyodak Resources  Development Corp.
                  and Black Hills  Energy  Capital,  Inc.,  as joint and several
                  borrowers,  and the financial  institutions thereto, as banks,
    and ABN Amro Bank N.V., as administrative agent.

                  Northern Electric owns Hudson Falls, a hydroelectric  facility
                  located  on the  Hudson  river  near  the Town of  Moreau,  in
                  Saratoga and Washington Counties,  New York. South Glens Falls
                  owns a hydroelectric  facility  located on the Hudson River in
                the Village of South Glens Falls, Saratoga County, New York.

                  Prior  to  the  closing  of  this  transaction,  there  was no
                  material  relationship  between Allstate and the Registrant or
                  any  of  its  affiliates,  any  director  or  officer  of  the
                  Registrant  or  any  of  their  associates   except  that  the
                  Registrant  through  its  subsidiaries  owned  a 0.5%  general
                  partnership  interest and a 9.9% limited partnership  interest
                  in each  of  Northern  Electric  and  South  Glens  Falls.  In
                  addition,  the Registrant  through its  subsidiaries  provides
                  management,  administrative  and operating services at cost to
Northern Electric and South Glens Falls.    

                  The purchase  price   was   determined   through   arms-length
negotiations between Allstate and AHDC.     

                  In addition to the above transaction,  as described below, the
                  Registrant also acquired several related businesses throughout
                  2000  including   Indeck   Capital,   Inc.   ("Indeck").   The
                  acquisition   of  Indeck  was   previously   reported  on  the
                  Registrant's Form 8-K dated July 7, 2000. On July 7, 2000, the
                  Registrant  completed the  acquisition of Indeck by merging it
                  into Black Hills Energy Capital,  a wholly owned subsidiary of
                  the Registrant.  At the time of the acquisition,  Indeck owned
                  varying  interests  in 14 operating  independent  power plants
                  (including  Hudson Falls and South Glens Falls) in California,
                  New  York,   Massachusetts,   Colorado   and  Idaho   totaling
                  approximately 350 MWs and managed fund equity of approximately
                  $750 million in six power-related power funds. The power funds
                  have  investments  in over 35 power  projects  throughout  the
United States and various foreign countries.

                  The  Indeck  acquisition  was a  stock  transaction,  and  was
                  accounted  for under the purchase  method of  accounting.  The
                  Registrant issued approximately 1.54 million  shares of common
                  stock  (approximately  7 percent  of the  Registrant's  common
                  stock after the  transaction)  and 4,000 shares of convertible
                  preferred  stock to the  shareholders  of  Indeck  for a total
                  consideration of approximately $38 million.  In addition,  the
                  Registrant assumed approximately $40million of debt.Additional
                  consideration,  consisting of common and convertible preferred
                  stock may be paid in the form of an earn-out  over a four-year
                  period.  The earn-out  consideration  is based on the acquired
                  company's  earnings  during  such four year  period and cannot
                  exceed $35 million in total. The purchase price was determined
                  through  arms-length  negotiations  between the Registrant and
                  Indeck's shareholders.  The shareholders of Indeck were Gerald
                  R.  Forsythe,  Michelle R. Fawcett,  Marsha  Fournier,  Monica
        Breslow, Melissa S. Forsythe and John W. Salyer, Jr.

                  Prior to the closing of the Indeck  transaction,  there was no
                  material  relationship  between Indeck's  shareholders and the
                  Registrant or any of its  affiliates,  any director or officer
                  of the Registrant or any of their  associates  except that the
                  Registrant  through its  subsidiaries and Indeck jointly owned
                  Black Hills  Colorado,  LLC and both parties held interests in
                  Indeck North  American Power  Partners,  L.P. and Indeck North
                  American  Power  Fund,  L.P.  Black Hills  Colorado  owned 111
                  megawatts of combustion turbine  generating  facilities in the
Front Range of Colorado.                    

                In  addition,  the  Registrant  made the  following  smaller
related acquisitions during 2000:           

                    o    On January 28, 2000,  acquired  all of the  outstanding
                         stock of  Dynegy  Marketing  and  Trade  Capital  Corp.
                         ("Dynegy")  from DMT Holdings,  Inc. for  approximately
                         $3.6  million in cash.  Dynegy had a 6.76%  interest in
                         Indeck  North  American  Power Fund,  L.P. and a 13.33%
                         limited  partnership  interest in Indeck North American
Power Partners, L.P.          

                    o    On May 11, 2000,  acquired all of the outstanding stock
                         of  IGC   Acquisitions,   Inc.  ("IGC")  from  Illinova
                         Generating  Company for  approximately  $3.5 million in
                         cash. IGC had a 6.76% interest in Indeck North American
                         Power  Fund,  L.P.  and a  13.33%  limited  partnership
                        interest in Indeck North American Power Partners, L.P.

                    o    On July 12, 2000,  acquired a 6.76%  interest in Indeck
                         North  American  Power Fund,  L.P. and a 13.33% limited
                         partnership  interest in Indeck  North  American  Power
                         Partners,  L.P.  from Miami  Valley  Leasing,  Inc. for
     approximately $3.2 million in cash.

                    o    On  November  6,  2000,  acquired a 6.83%  interest  in
                         Indeck North  American  Power Fund,  L.P. and a 6.6669%
                         limited  partnership  interest in Indeck North American
                         Power Partners,  L.P. from Chase  Manhattan  Investment
                        Holdings, L.P. for approximately $2.7 million in cash.

                    None of the parties to the above four  transactions  had any
                    material  relationships  to one  another  other  than  their
                    respective   interests  in  Indeck  North   American   Power
                    Partners,  L.P. and Indeck North American  Power Fund,  L.P.
                    All the above  four  transactions  were  negotiated  at arms
                    length  and  were  funded  with  the  Registrant's   working
capital.                                

                  The Registrant did not meet the significant  acquisition  test
                  requiring  disclosure  under  this  Item 2.  of  Form  8-K for
              related businesses until the December 5, 2000 acquisition.

Item 3.           Bankruptcy or Receivership.                                   

Not applicable.                             

Item 4.           Changes in Registrant's Certifying Accountant.                

Not applicable.                             

Item 5.           Other Events.                                                 

Not applicable.                             

Item 6.           Resignations of Registrant's Directors.                       

Not applicable.                             

Item 7.           Financial Statements and Exhibits.                            

         (a)  Financial statements of businesses acquired.

                    It is impracticable to provide any of the required financial
                    statements and pro forma  financial  information  for Indeck
                    Capital, Inc. and the related businesses at the time of this
                    filing.  The  required  financial  statements  and pro forma
                    financial  information  will be filed as soon as practicable
but not later than February 19, 2001.   

(b)  Pro forma financial information.   

See (a) above.            

(c)  Exhibits.                          

                  *4.1   Statement  of  Designations,  Preferences  and Relative
                         Rights  and  Limitations  of No  Par  Preferred  Stock,
                         Series 2000-A of Black Hills  Corporation  (Exhibit 4.1
       to Form 8-K dated December 22, 2000).

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                 *10.1   Agreement  and Plan of  Merger,  dated as of January 1,
                         2000, among Black Hills Corporation, Black Hills Energy
                         Capital,   Inc.,   Indeck  Capital,   Inc.,  Gerald  R.
                         Forsythe,  Michelle R. Fawcett, Marsha Fournier, Monica
                         Breslow,  Melissa S.  Forsythe and John W. Salyer,  Jr.
                         (Exhibit  2 to  Schedule  13D  filed on  behalf  of the
                         former shareholders of Indeck Capital,  Inc. consisting
                         of Gerald R.  Forsythe,  Michelle  R.  Fawcett,  Marsha
                         Fournier,  Monica Breslow, Melissa S. Forsythe and John
      W. Salyer, Jr., dated July 7, 2000).

                 *10.2   Addendum to the Agreement and Plan of Merger,  dated as
                         of April 6, 2000, among Black Hills Corporation,  Black
                         Hills  Energy  Capital,  Inc.,  Indeck  Capital,  Inc.,
                         Gerald  R.  Forsythe,   Michelle  R.  Fawcett,   Marsha
                         Fournier,  Monica Breslow, Melissa S. Forsythe and John
                         W.  Salyer,  Jr.  (Exhibit 3 to  Schedule  13D filed on
                         behalf of the former  shareholders  of Indeck  Capital,
                         Inc.  consisting  of Gerald R.  Forsythe,  Michelle  R.
                         Fawcett,  Marsha Fournier,  Monica Breslow,  Melissa S.
                        Forsythe and John W. Salyer, Jr., dated July 7, 2000).

                 *10.3   Supplemental   Agreement  Regarding  Contingent  Merger
                         Consideration, dated as of January 1, 2000, among Black
                         Hills  Corporation,  Black Hills Energy Capital,  Inc.,
                         Indeck Capital,  Inc., Gerald R. Forsythe,  Michelle R.
                         Fawcett,  Marsha Fournier,  Monica Breslow,  Melissa S.
                         Forsythe and John W. Salyer, Jr. (Exhibit 4 to Schedule
                         13D  filed on  behalf  of the  former  shareholders  of
                         Indeck Capital,  Inc. consisting of Gerald R. Forsythe,
                         Michelle R. Fawcett,  Marsha Fournier,  Monica Breslow,
                         Melissa S. Forsythe and John W. Salyer, Jr., dated July
7, 2000).                     

                 *10.4   Supplemental   Agreement  Regarding   Restructuring  of
                         Certain  Qualifying  Facilities  (Exhibit 5 to Schedule
                         13D  filed on  behalf  of the  former  shareholders  of
                         Indeck Capital,  Inc. consisting of Gerald R. Forsythe,
                         Michelle R. Fawcett,  Marsha Fournier,  Monica Breslow,
                         Melissa S. Forsythe and John W. Salyer, Jr., dated July
7, 2000).                     

                 *10.5   Addendum to the Agreement and Plan of Merger,  dated as
                         of June 30, 2000, among Black Hills Corporation,  Black
                         Hills  Energy  Capital,  Inc.,  Indeck  Capital,  Inc.,
                         Gerald  R.  Forsythe,   Michelle  R.  Fawcett,   Marsha
                         Fournier,  Monica Breslow, Melissa S. Forsythe and John
                         W.  Salyer,  Jr.  (Exhibit 6 to  Schedule  13D filed on
                         behalf of the former  shareholders  of Indeck  Capital,
                         Inc.  consisting  of Gerald R.  Forsythe,  Michelle  R.
                         Fawcett,  Marsha Fournier,  Monica Breslow,  Melissa S.
                        Forsythe and John W. Salyer, Jr., dated July 7, 2000).

                 *10.6   Registration   Rights   Agreement   among  Black  Hills
                         Corporation,  Gerald R. Forsythe,  Michelle R. Fawcett,
                         Marsha  Fournier,  Monica Breslow,  Melissa S. Forsythe
                         and John W.  Salyer,  Jr.  (Exhibit 7 to  Schedule  13D
                         filed on behalf of the  former  shareholders  of Indeck
                         Capital,   Inc.   consisting  of  Gerald  R.  Forsythe,
                         Michelle R. Fawcett,  Marsha Fournier,  Monica Breslow,
                         Melissa S. Forsythe and John W. Salyer, Jr., dated July
7, 2000).                     

                 *10.7   Shareholders  Agreement among Black Hills  Corporation,
                         Gerald  R.   Forsythe,   Michelle   R.Fawcett,   Marsha
                         Fournier,  Monica Breslow, Melissa S. Forsythe and John
                         W.  Salyer,  Jr.  (Exhibit 8 to  Schedule  13D filed on
                         behalf of the former  shareholders  of Indeck  Capital,
                         Inc.  consisting  of Gerald R.  Forsythe,  Michelle  R.
                         Fawcett,  Marsha Fournier,  Monica Breslow,  Melissa S.
                        Forsythe and John W. Salyer, Jr., dated July 7, 2000).

*  Exhibit incorporated by reference                                  

Item 8.           Change in Fiscal Year.                                        

Not applicable.                             

Item 9.           Regulation FD Disclosure.                                     

Not applicable.                             

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 CORPOARTION

                              By:    /s/ Mark T. Thies
                                 Mark T. Thies
                                              Sr. Vice President and CFO

Date:   January 12, 2001                                                        

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		1/1/00		3
		1/28/00		2
		4/6/00		3
		5/11/00		2
		6/30/00		2		3
		7/7/00		2		3
		7/12/00		2
		11/6/00		2
For The Period Ended		12/5/00		1		2			8-K/A
		12/22/00		2					8-K, S-4, U-3A-2
Filed On		1/12/01		3
Filed As Of		1/16/01
		2/19/01		2
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