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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2000
Commission File Number 333-52664
BLACK HILLS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
BLACK HILLS CORPORATION
625 NINTH STREET
PO BOX 1400
RAPID CITY, SOUTH DAKOTA 57709
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BLACK HILLS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Stock Purchase Plan
Committee of the Black Hills Corporation
Employee Stock Purchase Plan:
We have audited the accompanying statements of financial position of the Black
Hills Corporation Employee Stock Purchase Plan (the Plan) as of December 31,
2000 and 1999, and the related statements of income and changes in participants'
equity for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Employee Stock Purchase Plan
Committee and the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
2000 and 1999, and the income and changes in participants' equity for each of
the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States.
Arthur Andersen LLP
Minneapolis, Minnesota,
January 26, 2001
Black Hills Corporation
Employee Stock Purchase Plan
Statements of Financial Position
December 31
2000 1999
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Assets
Cash $204,223 $77,457
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Participants' Equity
Participants' Equity $204,223 $77,457
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The accompanying note is an integral part of these statements.
Black Hills Corporation
Employee Stock Purchase Plan
Statements of Income and Changes in Participants' Equity
For the years ended December 31
2000 1999 1998
---- ---- ----
Participants' Equity, Beginning of Year $ 77,457 $ 95,392 $ 43,582
Increases (Decreases) During the Year:
Employee Contributions Received 580,008 396,659 269,719
Dividend Income 9,850 9,184 5,314
Distributions to Participants (463,092) (423,778) (223,223)
-------- -------- --------
Participants' Equity, End of Year $204,223 $ 77,457 $ 95,392
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The accompanying note is an integral part of these statements.
Black Hills Corporation
Employee Stock Purchase Plan
Note to Financial Statements
December 31, 2000 and 1999
(1) Plan Description
General - The Black Hills Corporation Employee Stock Purchase Plan (the
Plan) was adopted by the Board of Directors of Black Hills Corporation
(the Company) on January 29, 1987, and approved by the Company's
stockholders on May 20, 1987, at which time 100,000 shares of the
Company's Common Stock were reserved for offering under the Plan. At
the May 23, 1995 Annual Meeting of Shareholders, the Company's
stockholders approved an additional 200,000 shares of the Company's
Common Stock, for issuance under the Plan. As of December 31, 2000,
226,176 shares were available for issuance under the Plan.
The Board of Directors of the Company determine the "Offering Date" on
which shares of the Company's common stock may be offered. Offerings
under the Plan may be made at such times, for such number of shares and
remain open for such periods (up to 90 days) as the Company's Board of
Directors may prescribe. Subscriptions can only be accepted during the
prescribed period. The subscription price per share is equal to 90
percent of the fair market value of the Common Stock on the offering
date and is set forth in the Subscription Agreement.
Administration - The Plan is administered by the Board of Directors of
the Company who have the power and authority to promulgate such rules
and regulations as they deem appropriate for the administration of the
Plan, to interpret its provisions and to take all actions in connection
therewith as they deem necessary or advisable. Other aspects of
administration are handled by the Employee Stock Purchase Plan
Committee, the members of which are designated from time to time by the
Chief Executive Officer of the Company. The Company pays all
administrative costs of the Plan.
Eligibility and Vesting - Each full-time employee of the Company or its
subsidiaries, including officers, but excluding directors who are not
employees of the Company or subsidiaries, is eligible to participate in
the Plan. A full-time employee is one who is in the active service of
the Company or its subsidiaries on the date an offering is made. Any
employee whose customary employment is twenty hours or less per week or
whose customary employment is for not more than five months per
calendar year is not eligible to participate.
No employee is allowed to participate in the Plan if such employee,
immediately after the offering is granted, owns stock possessing 5
percent or more of the total combined voting power or value of all
classes of stock of the Company.
Employees are immediately vested.
Contributions - The plan is solely funded by participant contributions.
An eligible employee may subscribe for not less than 20 nor more than
400 shares of Common Stock in connection with each offering. A
subscription must be accompanied by an initial payment of $1.00 for
each share of stock for which a subscription is made. The remaining
balance will be paid through equal payroll deductions during the 12
month period following the Subscription Date.
Investment of Funds; Issuance of Shares - Amounts paid by participants
on the Plan subscriptions through payroll deductions are applied solely
to purchase shares of Common Stock allotted to them, pursuant to the
Plan.
Except in the event of withdrawal or cancellation, certificates for
shares subscribed to pursuant to an offering are not issued to an
employee until all shares have been paid for in full.
Dividends - Dividends are applied toward the purchase of additional
shares of common stock of the Company through the Dividend Reinvestment
and Stock Purchase Plan at the offering price.
Withdrawal From the Plan or Cancellation of Subscription - Shares are
distributed to employees after the subscription is paid for in full.
An employee participating in the Plan has the right, any time prior to
payment in full, to cancel a subscription for unpaid shares by giving
the committee written notice to that effect. Upon payment in full of
the subscription or upon withdrawal from the Plan or termination of
employment, the participant's account will be cleared by one of the
following methods pursuant to the participant's request; (a) shares
transferred to employee's "of record" account; (b) certificate issued
for whole shares and a check for fractional shares; or (c) shares sold
on the open market.
Termination of employment for any reason including retirement or death,
accompanied by failure of the terminated employee or the legal
representative of the descendent to pay the entire balance due for the
purchase of the shares for which a subscription has been accepted will
result in cancellation. Such election shall be made within ten days of
the time of termination of employment, except for death which shall be
within two months following death.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Stock Purchase Plan Committee has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Black Hills Corporation
Employee Stock Purchase Plan
Date: March 30, 2001 By /s/ Roxann R. Basham
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Roxann R. Basham
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 26, 2001, included in this Form 11-K, into the Company's
previously filed Registration Statement (Form S-8 No. 33-63059).
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 30, 2001