SECURITIES AND EXCHANGE COMMISSION
Registration No. 33-
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
__________
BLACK HILLS CORPORATION
(exact name of registrant as specified in its charter)
South Dakota 46-0111677
(State of Incorporation) (IRS Employer Identification No.)
625 Ninth Street, P.O. Box 1400
Rapid City, South Dakota 57709
(address of principal executive offices)
Registrant's telephone number, including
area code: (605) 348-1700
__________
BLACK HILLS CORPORATION RETIREMENT SAVINGS PLAN (401K PLAN)
(Full title of the plan)
__________
ROXANN R. BASHAM
Vice President - Finance
Black Hills Corporation
625 Ninth Street, Rapid City, South Dakota 57701
(Name and address of agent for service)
__________
It is respectfully requested that the Commission send signed
copies of all notices, orders and communications to:
JOHN K. NOONEY, Esq.
Morrill Thomas Nooney & Braun LLP
625 Ninth Street, Rapid City, South Dakota 57701
__________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Share(3) Offering Price Fee
Common Stock
($1 Par Value)400,000 Shares $ 24.0313 $9,612,520 $2,836
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Black Hills Corporation Retirement
Savings plan (401K Plan).
2. Maximum number of shares expected to be acquired in the Plan through
Participant contributions.
3. Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
reported as of August 17, 1998.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Black Hills Corporation (the Company)
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report on Form-10K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since the end of the fiscal year covered by the annual
report on Form 10-K referred to in (a) above; and
(c) The description of the Company's common stock as contained in the
Company's registration statement under Section 12 of the Exchange Act of
1934, including any amendment or report updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters those
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part thereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICER
Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Codified Laws
permit indemnification of officers and directors of domestic or foreign
corporations under certain circumstances and subject to certain limitations.
Article V of the Bylaws of the Company and separate indemnification contracts
entered into between the Company and each of its directors and officers
authorize indemnification of the Company's directors and officers consistent
with the provisions of South Dakota laws.
The Company has obtained insurance policies indemnifying the Company
and the Company's directors and officers against certain civil liabilities
and related expenses.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
*4(a) Restated Articles of Incorporation dated May 24, 1994 (Exhibit 3(I)
to Form 8-K dated June 7, 1994, File No. 1-7978).
*4(b) Bylaws dated January 30, 1997 (Exhibit 3(b) to Form 10-K dated
March 7, 1997).
23 Consent of Independent Public Accountants
24 Powers of Attorney
99 Black Hills Corporation Retirement Savings Plan Financial Statements
as of December 31, 1997 and 1996 Together With Report of Independent
Public Accounts.
The registrant undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
(IRS) in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it is has reasonable grounds to believe it meets
all of the requirements for filing on Form S-8 and has duly caused this
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rapid City, State of South Dakota, on the 20th day of August, 1998.
BLACK HILLS CORPORATION
By /s/ROXANN R. BASHAM
Roxann R. Basham, Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rapid City, State of
South Dakota, on the 20th day of August, 1998.
BLACK HILLS CORPORATION
RETIREMENT SAVINGS PLAN
By /s/ROXANN R. BASHAM
Roxann R. Basham, Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/DANIEL P. LANDGUTH Principal Executive August 20, 1998
Daniel P. Landguth, Officer and Director
Chairman and President
/s/ROXANN R. BASHAM Principal Financial August 20, 1998
Roxann R. Basham, Officer
Vice President - Finance
/s/MARK T. THIES Principal Accounting August 20, 1998
Mark T. Thies, Officer
Controller
GLENN C. BARBER* Directors
Glenn C. Barber
BRUCE B. BRUNDAGE*
Bruce B. Brundage
JOHN R. HOWARD*
John R. Howard
EVERETT E. HOYT* August 20, 1998
Everett E. Hoyt
KAY S. JORGENSEN* *By: /S/DANIEL P. LANDGUTH
Kay S. Jorgensen Daniel P. Landguth
Attorney at Fact
THOMAS J. ZELLER*
Thomas J. Zeller