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
August 31, 2001
(Date of earliest event reported)
BLACK HILLS CORPORATION
(Exact name of Registrant as specified in its charter)
South Dakota 333-52664 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 5. Other Events
On August 31, 2001 Black Hills Energy Ventures, the independent energy
subsidiary of Black Hills Corporation, completed its acquisition of a 273 MW
gas-fired co-generation power plant project located northeast of Las Vegas,
Nevada. The facility was purchased from Enron North America, a wholly-owned
subsidiary of Enron Corporation using the Company's short-term credit facilities
(NYSE: ENE).
The facility currently has a 51 MW co-generation power plant in operation. Most
of the power from that facility is being sold under a long-term contract
expiring in 2024. The Company has sold 50% of this power plant to other parties.
The project also has a 222 MW combined-cycle expansion currently under
construction, which is 100%-owned by the Company. The facility is scheduled to
be fully operational in the third quarter of 2002 and will utilize
state-of-the-art LM-6000 technology. The power generated by the expansion will
be sold under a long-term contract which will expire in 2017. The power sale
agreement for the expansion unit is a tolling arrangement, which requires the
purchaser to provide fuel to the power plant when it is dispatched.
The cost of acquisition and construction for the entire facility is expected to
be approximately $330 million. The Company is in the process of obtaining
long-term financing, which primarily will be non-recourse project debt.
As of the date of this filing, no officer or director of the Company, or any
associate of such officer or director has a material relationship with Enron
Corporation or its subsidiaries.
Forward-looking Statements
The above information includes "forward-looking statements" as defined by the
Securities and Exchange Commission. These statements concern the Company's
plans, expectations and objectives for future operations. All statements, other
than statements of historical facts, included above that address activities,
events or developments that the Company expects, believes or anticipates will or
may occur in the future are forward-looking statements. The words believe,
intend, anticipate, estimate, aim, project and similar expressions are also
intended to identify forward-looking statements. These forward-looking
statements may include, among others, such things as expansion and growth of the
Company's business and operations; future financial performance; future
acquisition and development of power plants; future production of coal, oil and
natural gas; reserve estimates; future communications customers; and business
strategy. These forward-looking statements are based on assumptions which the
Company believes are reasonable based on current expectations and projections
about future events and industry conditions and trends affecting the Company's
business. However, whether actual results and developments will conform to the
Company's expectations and predictions is subject to a number of risks and
uncertainties which could cause actual results to differ materially from those
contained in the forward-looking statements, including the following factors:
prevailing governmental policies and regulatory actions with respect to allowed
rates of return, industry and rate structure, acquisition and disposal of assets
and facilities, operation and construction of plant facilities, recovery of
purchased power and other capital investments, and present or prospective
wholesale and retail competition; changes in and compliance with environmental
and safety laws and policies; weather conditions; population growth and
demographic patterns; competition for
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retail and wholesale customers; pricing and transportation of commodities;
market demand, including structural market changes; changes in tax rates or
policies or in rates of inflation; changes in project costs; unanticipated
changes in operating expenses or capital expenditures; capital market
conditions; counterparty credit risk; technological advances; competition for
new energy development opportunities; legal and administrative proceedings that
influence the Company's business and profitability; and unanticipated
developments in the western power markets, including unanticipated governmental
intervention, deterioration in the financial condition of counterparties,
default on amounts due, adverse changes in current or future litigation and
adverse changes in the tariffs of the California Independent System Operator
Corporation. Any such forward-looking statements should be considered in
conjunction with Black Hills Corporation's most recent annual report on Form
10-K and its interim quarterly reports on Form 10-Q on file with the Securities
and Exchange Commission. New factors that could cause actual results to differ
materially from those described in forward-looking statements emerge from time
to time, and it is not possible for the Company to predict all such factors, or
to the extent to which any such factor or combination of factors may cause
actual results to differ from those contained in any forward-looking statement.
The Company assumes no obligation to update publicly any such forward-looking
statements, whether as a result of new information, future events, or otherwise.
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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
/s/ Roxann R. Basham
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Roxann R. Basham, Vice President - Controller
(Principal Accounting Officer)
Dated September 18, 2001