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)
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).
*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