UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the Quarter Ended March 31, 2005
Black Hills Corporation
(Name of registered holding company)
625 Ninth Street, Rapid City, South Dakota 57701
(Address of principal executive offices)
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Inquiries concerning this Form U-9C-3 should be directed to: |
Mark T. Thies |
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Black Hills Corporation | |||
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625 Ninth Street |
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Rapid City, SD 57701 |
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(605) 721-1700 |
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ITEM 1 – ORGANIZATION CHART
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Name of Reporting Company
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Energy or Gas-Related Company
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Date of Organization
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State of Organization
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Percentage of Voting Securities Held
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Type of Business
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1. |
Black Hills Corporation* |
N/A |
04/28/2000 |
South Dakota
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N/A |
Holding company
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1.1 |
Black Hills Energy, Inc.* |
N/A |
01/29/2001 |
South Dakota |
100% |
Intermediate non-utility holding company for Black Hills Corporation’s EWGs, QFs, natural gas/oil/coal companies
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1.1.1 |
Black Hills Generation, Inc.* |
N/A |
01/05/2000 |
Delaware |
100% |
Intermediate non-utility holding company for Black Hills Corporation EWGs and QFs and other businesses related to the ownership and operation of EWGs and QFs
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1.1.1.2 |
Black Hills Idaho Operations, LLC
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Energy-related |
10/20/1998 |
Delaware |
100% |
Provides operating services to a qualifying facility |
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1.1.1.4 |
Black Hills Ontario, LLC |
Energy-related
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12/23/1996 |
Delaware |
50% |
Qualifying facility |
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1.1.1.5 |
Black Hills Southwest, LLC*
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N/A |
06/11/2001 |
Delaware |
100% |
Intermediate non-utility subsidiary
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1.1.1.5.1 |
Black Hills Nevada, LLC* |
N/A |
08/19/1999 |
Delaware |
100% |
Intermediate non-utility subsidiary
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1.1.1.5.1.1 |
Desert Arc I, LLC |
N/A |
08/19/1999 |
Delaware |
50% |
Intermediate non-utility holding company
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1.1.1.5.1.2 |
Desert Arc II, LLC |
N/A |
08/19/1999 |
Delaware |
50% |
Intermediate non-utility holding company
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1.1.1.5.1.1.1 1.1.1.5.1.2.1 |
Las Vegas Cogeneration Limited Partnership
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Energy-related |
02/01/1991 |
Nevada |
50% |
Qualifying facility |
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1.1.1.5.1.3 |
Sunco, Ltd., a Limited Liability Company
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Energy-related |
02/10/1994 |
Nevada |
100% |
Qualifying facility thermal host |
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1.1.2 |
Wyodak Resources Development Corp.
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Energy-related |
07/23/1956 |
Delaware |
100% |
Coal mining company |
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1.1.3 |
Black Hills Exploration and Production, Inc.
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Energy-related |
11/03/1977 |
Wyoming |
100% |
Oil and natural gas exploration and production |
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1.1.3.1 |
Black Hills Gas Holdings Corp. (fka Mallon Resources Corporation)*
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N/A |
07/18/1988 |
Colorado |
100% |
Intermediate non-utility holding company |
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1.1.3.1.1 |
Black Hills Gas Resources, Inc. (fka Mallon Oil Company)
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Energy-related |
05/31/1978 |
Colorado |
100% |
Oil and gas exploration and production and owns a natural gas gathering pipeline
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*System Company that directly/indirectly holds securities of Reporting Company
2
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Name of Reporting Company
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Energy or Gas-Related Company
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Date of Organization
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State of Organization
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Percentage of Voting Securities Held
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Type of Business
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1.1.3.1.2 |
Black Hills Cabresto Pipeline, LLC |
Energy-related |
08/28/2003 |
Delaware |
100% |
Owns and operates 12-mile natural gas pipeline in New Mexico
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1.1.4 |
Black Hills Energy Resources, Inc. |
Energy-related
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06/25/1997 |
South Dakota |
100% |
Markets energy commodities |
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1.1.4.1 |
Black Hills Operating Company, LLC |
Energy-related |
02/01/2002 |
Delaware |
100% |
Operates and manages oil pipelines and terminals in Texas
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1.1.4.2 |
Black Hills Energy Pipeline, LLC* |
N/A |
07/20/1999 |
Delaware |
100% |
Intermediate non-utility holding company
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1.1.4.3 |
Black Hills Millennium Pipeline, Inc.* |
N/A |
07/13/1999 |
South Dakota |
100% |
Intermediate non-utility subsidiary
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1.1.4.3.1 |
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1.1.4.4 |
Black Hills Energy Terminal, LLC* |
N/A |
09/29/1999 |
South Dakota |
100% |
Intermediate non-utility subsidiary
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1.1.4.5 |
Black Hills Millennium Terminal, Inc.* |
N/A |
09/17/1999 |
South Dakota |
100% |
Intermediate non-utility subsidiary
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1.1.4.5.1 |
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1.1.4.6 |
Black Hills Kilgore Energy Pipeline, LLC* |
N/A |
02/01/2002 |
Delaware |
100% |
Intermediate non-utility subsidiary
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1.1.4.7 |
Black Hills Kilgore Pipeline, Inc.* |
N/A |
02/01/2002 |
Delaware |
100% |
Intermediate non-utility subsidiary
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1.1.4.6.1 1.1.4.7.1 |
Black Hills Kilgore Pipeline Company, L.P. |
Energy-related |
03/14/2002 |
Texas |
100% |
Owns and operates an oil pipeline in Texas
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*System Company that directly/indirectly holds securities of Reporting Company
3
ITEM 2 – ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
For the three month period ended March 31, 2005 (in thousands):
| Company Issuing Security |
Type of Security Issued |
Principal Amount of Security |
Issue or Renewal |
Cost of Capital |
Person to Whom Security Was Issued |
Collateral Given With Security |
Consideration Received for Each Security | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Black Hills Idaho |
ST Debt |
$ | 94 | Issue |
4.12 | % | Black Hills Generation, Inc. |
None |
$ | 94 | |||||||||||||
| Operations, LLC | |||||||||||||||||||||||
Black Hills Ontario, LLC | ST Debt | 352 | Issue | 4.12 | % | Black Hills Generation, Inc. | None | 352 | |||||||||||||||
Wyodak Resources | ST Debt | 28,578 | Issue | 4.12 | % | Black Hills Exploration | None | 28,578 | |||||||||||||||
| Development Corp. | and Production, Inc. | ||||||||||||||||||||||
Black Hills Energy, Inc. | ST Debt | 18,546 | Issue | 4.12 | % | Black Hills Exploration | None | 18,546 | |||||||||||||||
| and Production, Inc. | |||||||||||||||||||||||
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Company Contributing Capital |
Company Receiving Capital |
Amount of Capital Contribution |
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None |
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4
ITEM 3 – ASSOCIATE TRANSACTIONS
Part I – Transactions performed by reporting companies on behalf of associate companies
For the three month period ended March 31, 2005 (in thousands):
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Reporting Company Rendering Services |
Associate Company Receiving Services |
Types of Services Rendered |
Direct Costs Charged |
Indirect Costs Charged |
Cost of Capital |
Total Amount Billed |
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Enserco Energy Inc. |
Black Hills Power, Inc. |
Physical gas sales |
$ 7 |
N/A |
N/A |
$ 7 |
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Enserco Energy Inc. |
Black Hills Wyoming, |
Physical gas sales |
7 |
N/A |
N/A |
7 |
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Inc. |
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Enserco Energy Inc. |
Harbor Cogeneration |
Physical gas sales |
114 |
N/A |
N/A |
114 |
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Company, LLC |
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Enserco Energy Inc. |
Black Hills Ontario, |
Physical gas sales |
645 |
N/A |
N/A |
645 |
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LLC |
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Wyodak Resources |
Black Hills Power, Inc. |
Coal sales |
2,424 |
N/A |
N/A |
2,424 |
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Development Corp. |
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Wyodak Resources |
Black Hills Wyoming, |
Coal sales |
722 |
N/A |
N/A |
722 |
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Development Corp. |
Inc. |
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Black Hills Exploration |
Enserco Energy Inc. |
Physical gas sales |
3,018 |
N/A |
N/A |
3,018 |
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and Production, Inc. |
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Black Hills Gas |
Enserco Energy Inc. |
Physical gas sales |
11,399 |
N/A |
N/A |
11,399 |
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Resources, Inc. |
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Black Hills Exploration |
Black Hills Energy |
Crude oil sales |
27 |
N/A |
N/A |
27 |
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and Production, Inc. |
Resources, Inc. |
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Black Hills Exploration |
Black Hills Gas |
Operational services |
128 |
N/A |
N/A |
128 |
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and Production, Inc. |
Resources, Inc. |
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5
Part II – Transactions performed by associate companies on behalf of reporting companies
For the three months ended March 31, 2005 (in thousands):
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Associate Company Rendering |
Reporting Company Receiving |
Types of Services Rendered |
Direct Costs |
Indirect Costs |
Cost of Capital |
Total Amount Billed |
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Black Hills Energy, Inc. |
Black Hills Exploration |
Corporate services |
N/A |
$ 1,401 |
N/A |
$ 1,401 |
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Black Hills Energy, Inc. |
Enserco Energy Inc. |
Corporate services |
N/A |
500 |
N/A |
500 |
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Black Hills Energy, Inc. |
Wyodak Resources |
Corporate services |
N/A |
626 |
N/A |
626 |
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Black Hills Energy, Inc. |
Black Hills Energy |
Corporate services |
N/A |
24 |
N/A |
24 |
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Black Hills Energy, Inc. |
Black Hills Kilgore |
Corporate services |
N/A |
29 |
N/A |
29 |
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Black Hills Energy, Inc. |
Millennium Pipeline |
Corporate services |
N/A |
159 |
N/A |
159 |
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Black Hills Power, Inc. |
Wyodak Resources |
Retail electric services |
212 |
N/A |
N/A |
212 |
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Note: |
Black Hills Corporation has formed a service company, Black Hills Service Company, LLC (“BHSC”), pursuant to the authority granted in Black Hills Corporation, et al., Holding Company Act Release No. 35-27931 (“Order”). The Commission approved BHSC’s standard form of service company agreements in the Order. Pursuant to the phase-in authorized in the Order, BHSC will become fully operational by the end of the year and perform services under service company agreements with its affiliates. |
6
ITEM 4 – SUMMARY OF AGGREGATE INVESTMENT
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Investments in energy-related companies (in thousands): |
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Total consolidated capitalization as of March 31, 2005 |
$1,535,544 |
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line 1 |
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Total capitalization multiplied by 15% (line 1 multiplied by 0.15) |
230,332 |
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line 2 |
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Greater of $50 million or line 2 |
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$230,332 |
line 3 |
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Total current aggregate investment: |
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(categorized by major line of energy-related business) |
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Total current aggregate investment(1) |
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— |
line 4 |
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Difference between the greater of $50 million or 15% of capitalization |
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and the total aggregate investment of the registered holding company |
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system (line 3 less line 4) |
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$230,332 |
line 5 |
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Investments in gas-related companies: |
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Total current aggregate investment: |
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(categorized by major line of gas-related business) |
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None |
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(1) |
Investments in energy related companies prior to December 28, 2004, the date Black Hills Corporation became a registered holding company are reported under Item 5 – Other Investments on this Form U-9C-3. |
ITEM 5 – OTHER INVESTMENTS
As of March 31, 2005 (in thousands):
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Major Line of Energy-Related |
Other Investment in Last U-9C-3 |
Other Investment in This U-9C-3 Report |
Reason for Difference in Other Investment |
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Energy commodity |
$ — |
$ 75,542 |
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marketing |
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Qualifying facilities |
— |
65,887 |
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Fuel transportation, |
— |
116,112 |
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handling and storage |
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facilities |
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Oil and gas exploration |
— |
54,517 |
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and production |
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Coal mining |
— |
9,746 |
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__________________________
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(2) |
Energy related businesses exempt from calculation in Item 4 – Summary of Aggregate Investment prior to December 28, 2004, the date which Black Hills Corporation became a registered holding company. |
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(3) |
This is the initial report on Form U-9C-3 of Black Hills Corporation filed pursuant to Rule 58. |
7
ITEM 6 – FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this report.
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(a) |
Financial statements: |
Financial statements as of March 31, 2005 are being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).
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(b) |
Exhibits: |
Exhibits are being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).
SIGNATURE
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Black Hills Corporation |
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By: /s/ Mark T. Thies |
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MARK T. THIES |
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Executive Vice President and | ||||
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Chief Financial Officer |
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Dated: May 27, 2005
8