BLACK HILLS CORPORATION
625 NINTH STREET
RAPID CITY, SOUTH DAKOTA 57701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1994
To the Shareholders of
Black Hills Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of Common
Stock of BLACK HILLS CORPORATION (herein called the Company) will be held at
the Holiday Inn Rushmore Plaza Hotel, 505 North Fifth Street, Rapid City,
South Dakota, on Tuesday, May 24, 1994, commencing at 9:30 A.M., for the
following purposes:
1. To elect three Class II Directors to serve until the
Annual Meeting of Shareholders in 1997;
2. To consider a proposal to increase the Company's
authorized indebtedness from $200,000,000 to
$500,000,000;
3. To act on a proposal to amend Article Fourth of the
Company's Restated Articles of Incorporation as amended
to provide that the control share provisions of the South
Dakota Takeover Act do not apply to the Company;
4. To ratify the appointment of Arthur Andersen & Co. to
serve as independent auditors of the Company for the year
1994;
5. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 11, 1994,
are entitled to notice of and to vote at the meeting or any adjournment
thereof.
All shareholders are cordially invited to attend the meeting. Please
complete, date, sign, and return the accompanying form of proxy. A return
envelope is enclosed which requires no postage if mailed in the United
States. We appreciate your giving this matter your prompt attention.
By Order of the Board of Directors
ROXANN R. BASHAM
Corporate Secretary
Dated: March 25, 1994
BLACK HILLS CORPORATION
625 NINTH STREET
RAPID CITY, SOUTH DAKOTA 57701
PROXY STATEMENT
A proxy in the accompanying form is solicited by the Board of Directors
of Black Hills Corporation, a South Dakota corporation (the Company), to be
voted at the Annual Meeting of Shareholders of the Company to be held
Tuesday, May 24, 1994, and at any adjournment thereof.
The enclosed form of proxy, when executed and returned, will be voted as
set forth therein. Any shareholder signing a proxy has the power to revoke
the same in writing, addressed to the Secretary of the Company, or in person
at the meeting at any time before the proxy is exercised.
All shares represented by valid, unrevoked proxies will be voted at the
Annual Meeting. Shares voted as abstentions on any matter (or as "withhold
authority" as to Directors) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
meeting and as unvoted, although present and entitled to vote, for purposes
of determining the approval of each matter as to which the shareholder has
abstained. If a broker submits a proxy which indicates that the broker does
not have discretionary authority as to certain shares to vote on one or more
matters, those shares will be counted as shares that are present and entitled
to vote for purposes of determining the presence of a quorum at the meeting,
but will not be considered as present and entitled to vote with respect to
such matters.
The Company will bear all costs of the solicitation. In addition to
solicitation by mail, officers and employees of the Company may solicit
proxies by telephone, telegraph, or in person. Chemical Bank has been
retained by the Company to assist in the solicitation of proxies at an
anticipated cost of $4,500. Also, the Company will, upon request, reimburse
brokers or other persons holding stock in their names or in the names of
their nominees for reasonable expenses in forwarding proxies and proxy
material to the beneficial owners of stock.
This Proxy Statement and the accompanying form of proxy are to be first
mailed on March 25, 1994. The Company's Annual Report for the year 1993 has
been mailed to shareholders.
VOTING RIGHTS AND PRINCIPAL HOLDERS
Only shareholders of record at the close of business on March 11, 1994,
will be entitled to vote at the meeting. The outstanding voting stock of the
Company as of such record date consisted of 14,307,119 shares of Common
Stock.
Each outstanding share of Common Stock is entitled to one vote.
Cumulative voting is permitted in the election of directors. Each share is
entitled to three votes, one each for the election of three directors, and
the three votes may be cast for a single person or may be distributed among
two or three persons.
The Company is not aware of any person or group who is the beneficial
owner of more than five percent of the Company's Common Stock.
ITEM I
ELECTION OF DIRECTORS
In accordance with the Bylaws and Article Fifth of the Restated Articles
of Incorporation, the Company's directors are elected to three classes of
staggered terms consisting of three years each. At this Annual Meeting of
Shareholders, three directors will be elected to Class II of the Board of
Directors to hold office for a term of three years until the Annual Meeting
of Shareholders in 1997 and until their respective successors shall be duly
elected and qualified.
Each of the nominees for director is presently a member of the Board of
Directors of the Company and its subsidiaries, including Wyodak Resources
Development Corp., the Company's coal mining subsidiary, and Western
Production Company, the Company's oil and gas producing company. The proxy
attorneys will vote your stock for the election of the three nominees for
director listed below, unless otherwise instructed, but will, at their
discretion, cumulate votes for any one or more of the nominees. If, at the
time of the meeting, any of such nominees shall be unable to serve in the
capacity for which they are nominated or for good cause will not serve, an
event which the Board of Directors does not anticipate, it is the intention
of the persons designated as Proxy Attorneys to vote, at their discretion,
for nominees to replace those who are unable to serve. The affirmative vote
of a majority of the common shares present and entitled to vote with respect
to the election of directors is required for the election of the nominees to
the Board of Directors.
The following information, including principal occupation or employment
for the past five or more years, is furnished with respect to each of the
following persons who are nominated as Class II directors, each to serve for
a term of three years to expire in 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
FOLLOWING NOMINEES:
NOMINEES FOR ELECTION UNTIL
1997 ANNUAL MEETING - CLASS II
NAME, AGE, PRINCIPAL OCCUPATION FOR DIRECTOR
LAST FIVE YEARS AND OTHER DIRECTORSHIPS SINCE
DANIEL P. LANDGUTH, 47 1989
Chairman, President, and Chief Executive
Officer of the Company since January 1,
1991; President and Chief Operating
Officer of Black Hills Corporation from
October 1989; Senior Vice President and
Chief Operating Officer of the Utility
from May 1985 to October 1989
DALE E. CLEMENT, 60 1979
Senior Vice President-Finance of the Company
and subsidiaries since September 1, 1989;
Dean of the School of Business and Professor
of Finance, University of South Dakota,
Vermillion, South Dakota, prior to
September 1989
JOHN R. HOWARD, 53 1977
President, Industrial Products, Inc. (an
industrial parts distributor) since
March 2, 1992; General Manager of Black
Hills Packing Co. (a meat processing
concern), Rapid City, South Dakota, from
December 1978 to June 1, 1991; Director,
Norwest Bank-South Dakota, N.A.
DIRECTORS WHOSE TERMS EXPIRE AT
1995 ANNUAL MEETING - CLASS III
NAME, AGE, PRINCIPAL OCCUPATION FOR DIRECTOR
LAST FIVE YEARS AND OTHER DIRECTORSHIPS SINCE
MICHAEL B. ENZI, 50 1992
Accounting Manager, Dunbar Well Service,
Inc. (an oil well servicing company),
Gillette, Wyoming; Wyoming State Senator,
Campbell County, Wyoming; President of NZ
Shoes, Inc. (retail shoe store), Gillette,
Wyoming
EVERETT E. HOYT, 54 1991
President and Chief Operating Officer of
Black Hills Power and Light Company from
October 1, 1989; Director since January 1,
1991; Senior Vice President - Legal
and Corporate Secretary of Northwestern
Public Service Company, Huron, South
Dakota, prior to October 1989;
Director-Northwestern Public
Service Company from May 1988 through
September 1989
CHARLES T. UNDLIN, 66 1970
Vice Chairman, Rushmore State Bank,
Rapid City, South Dakota
DIRECTORS WHOSE TERMS EXPIRE AT
1996 ANNUAL MEETING - CLASS I
NAME, AGE, PRINCIPAL OCCUPATION FOR DIRECTOR
LAST FIVE YEARS AND OTHER DIRECTORSHIPS SINCE
GLENN C. BARBER, 60 1984
President and General Manager, Glenn
C. Barber & Associates Inc. (a general
construction company)
BRUCE B. BRUNDAGE, 58 1986
President and Director, Brundage &
Company (a firm specializing in corporate
financing), Englewood, Colorado; Director,
Vicorp Restaurants, Inc., Denver, Colorado
KAY S. JORGENSEN, 43 1992
Concessionaire, Black Hills Passion Play,
Spearfish, South Dakota; South Dakota
Legislative Representative, Lawrence County,
South Dakota
__________________________
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of December 31, 1993,
with respect to beneficial ownership of Common Stock of the Company for each
Director, each executive officer named in the Summary Compensation table
herein, and all Directors and executive officers of the Company as a group.
NUMBER OF SHARES AND NATURE
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP <F1>
Glenn C. Barber 2,687
Bruce B. Brundage 3,615<F2>
Dale E. Clement 9,597
Michael B. Enzi 998<F3>
John R. Howard 10,420
Everett E. Hoyt 4,048<F4>
Kay S. Jorgensen 343
Daniel P. Landguth 7,988<F4>
Charles T. Undlin 8,356
All Directors and executive
officers as a group 58,246<F4>
<F1> Represents outstanding Common Stock beneficially owned both
directly and indirectly as of December 31, 1993. The Common Stock interest
of each named person and all Directors and executive officers as a group
represents less than one percent of the aggregate amount of Common Stock
issued and outstanding. Except as indicated by footnote below, the
beneficial owner possesses sole voting and investment powers with respect to
the shares shown.
<F2> Includes 3,600 shares owned by Brundage & Co. Pension Plan and
Trust which Mr. Brundage is the Trustee and has sole voting and investment
power.
<F3> Includes 100 shares owned jointly with Mr. Enzi's son as to which
he shares voting and investment power and 100 shares for which Mr. Enzi is
custodian of his minor daughter.
<F4> Includes Common Stock held by the Trustee of the Company's
Retirement Savings Plan (401K) of which the Trustee has sole voting and
investment power as follows: Mr. Hoyt 3,711 shares, Mr. Landguth 2,593
shares, and all Directors and executive officers as a group 10,880 shares.
THE BOARD AND COMMITTEES
The Executive Committee is comprised of Glenn C. Barber, Bruce B.
Brundage, John R. Howard, Daniel P. Landguth, and Charles T. Undlin, with Mr.
Landguth serving as Chairman. The Committee exercises the authority of the
Board of Directors in the interval between meetings of the Board, recommends
to the Board of Directors persons to be elected as officers, and recommends
persons to be appointed to Board Committees. The Executive Committee held
two meetings during 1993.
The Compensation Committee is comprised of Glenn C. Barber, Bruce B.
Brundage, Michael B. Enzi, John R. Howard, Kay S. Jorgensen, and Charles T.
Undlin, with Mr. Barber serving as Chairman. The Committee performs
functions required by the Board of Directors in the administration of all
federal and state statutes relating to employment and compensation,
recommends to the Board of Directors compensation for officers, and considers
and approves the Company's compensation program including benefits and stock
ownership plans. The Compensation Committee held three meetings in 1993.
The Audit Committee is comprised of Bruce B. Brundage, Michael B. Enzi,
John R. Howard, and Kay S. Jorgensen, with Mr. Howard serving as Chairman.
The Committee annually recommends to the Board of Directors an independent
accounting firm to be appointed by the Board for ratification by the
shareholders, reviews the scope and results of the annual audit including
reports and recommendations of the firm, reviews the Company's internal audit
function, and periodically confers with the internal audit group, management
of the Company, and its independent accountants. The Audit Committee held
three meetings in 1993.
The Nominating Committee is comprised of Glenn C. Barber, John R.
Howard, Daniel P. Landguth, and Charles T. Undlin, with Mr. Howard serving as
Chairman. The Committee recommends to the Board of Directors persons to be
nominated as directors or to be elected to fill vacancies on the Board. The
Bylaws require that an outside director serve as Chairman of the Committee.
The Nominating Committee held one meeting in 1993.
Pursuant to the Company's Bylaws, nominations from shareholders for
Board membership will be considered by the Nominating Committee.
Shareholders who wish to submit names for future consideration for Board
membership should do so in writing prior to November 26, 1994, addressed to
Nominating Committee, c/o Corporate Secretary, Black Hills Corporation, P.O.
Box 1400, Rapid City, South Dakota 57709.
Members of the Committees referred to herein are designated by the Board
of Directors upon recommendation of the Executive Committee each year at a
meeting held following the Annual Meeting of Shareholders.
The Board of Directors held twelve meetings during 1993. During 1993
Bruce B. Brundage only attended 70 percent of the aggregate of the total
number of Board meetings and Committee meetings on which he served due to his
recuperation from an accident.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is solely comprised of the following outside
directors, Glenn C. Barber, Bruce B. Brundage, Michael B. Enzi, John R.
Howard, Kay S. Jorgensen, and Charles T. Undlin.
Mr. Howard is also a director of Norwest Bank - South Dakota, N.A. of
which the Company has a $15 million line of credit. During 1993, Norwest
Bank - South Dakota, N.A. participated in short-term loans to the Company of
up to $10 million at an interest rate of 1/8 percent less than the prime
rate.
DIRECTORS' FEES
Directors who are not officers of the Company receive an annual fee of
$12,000 plus a fee of $600 for each board meeting and committee meeting
attended providing such committee meetings are substantive in nature and
content.
DIRECTORS' RETIREMENT PLAN
The Company has a Retirement Plan for those directors who are not
otherwise employed by the Company (outside directors). The monthly benefit
is $1,000 payable for a period of time equal to the number of months the
outside director served or for 120 months, whichever is less. The monthly
benefits commence at the earliest of (1) the first full complete month the
outside director is 60 years of age or more and is no longer a director of
the Company or (2) the first full month after the death of the outside
director or former outside director. The Board of Directors may withdraw
retirement benefits for any outside director dismissed for cause. The
monthly benefit is paid to the participating director, or if deceased, the
director's designated beneficiary, and if none, his or her estate.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
developing and making recommendations to the Board on executive compensation.
The components of the Company's executive compensation program consists of a
base salary and an incentive gainsharing bonus. The mix of base salary and
incentive bonus reflects the Company's goals of attracting and retaining
highly qualified and motivated managers, recognizing and rewarding
outstanding performance, and fostering a cohesive management team.
The Committee makes annual recommendations to the Board concerning the
base salary and incentive gainsharing bonus for the Chief Executive Officer
and each of the other executive officers of the Company. Recognizing a
market based compensation structure, the Committee strives to ensure that
competitive salary ranges and base salaries are being maintained. In the
later part of 1992, the Compensation Committee had hired Hewitt Associates,
an internationally recognized compensation consultant firm, to review the
executive and director compensation being paid at the Company. Data
collected for that 1992 review was again utilized. Hewitt Associates
confirmed that their data, if aged for the few months that had passed, would
be adequate as a basis for 1993.
Utilizing the data from the Hewitt Associates study and comparing it to
data from the Edison Electric Institute, the trade association of investor-
owned electric utilities, the Committee recommended to the Board the base
salary for the Chief Executive Officer as well as for the other executive
officers. The salaries were not only based upon comparable market salary
information but also on the accomplishments of key corporate and individual
performance objectives.
The Company's position is to establish a market salary level for each
salary range that is at or near the median (50th percentile) of the range of
salaries of comparable companies surveyed. A performance matrix system is
used in determining the percentage of salary increase taking into account the
performance rating for the individual officer and the relationship of the
officers current salary to market. An outstanding performance rating is
given when there is extraordinary and exceptional accomplishment, results are
far in excess of requirements, and demanding objectives are attained. A
superior performance rating indicates results are well above the expected
level and the individual was successful in accomplishing challenging
objectives. Competent performance ratings are given when all position
requirements are met, the individual consistently performs the job in a
satisfactory manner, and realistic objectives are obtained. All executive
officers received either a superior or outstanding performance rating.
The Compensation Committee granted the Chief Executive Officer a
superior rating based on the Company's performance and obtaining successful
regulatory approval and all permits to construct the new power plant.
Overall corporate results were very positive in 1992, corporate earnings
increased 4 percent, and dividends increased by 6 percent over 1991. The
Compensation Committee approved a 6 percent base salary increase and a one-
time $4,900 performance bonus for the Chief Executive Officer. The increase
to the base salary brings the Chief Executive Officer's base salary to 95.8
percent of market as determined by wage surveys.
The Company currently maintains a variety of employee benefit plans and
programs in which its executive officers may participate, including the
gainsharing program, the retirement savings (401k) plan, the pension plan,
and the pension equalization plan. With the exception of the Pension
Equalization Plan (PEP), these benefit plans and programs are generally
available to all employees within the Company.
The Executive Gainsharing Program is one of three sections of a Company
wide program. The goals of the Executive Gainsharing Program support the
interests of the ratepayer and shareholder by increasing net income. This is
accomplished through increased cost containment and operating efficiencies
which in the end result reduce costs and increase earnings. The program for
1992 which paid a 3 percent gainshare award in 1993 specifically consisted of
a net income goal. The Company's actual net income in 1993 exceeded budgeted
net income by more than 109 percent resulting in a maximum 3 percent
gainshare award.
It is the objective of the Company to pay its executives a fair salary,
based on the comparable pay of similar types of companies in relation to
achieving corporate, business unit, and individual performance objectives.
The Company does not offer any restricted stock awards, stock options, or
other long-term incentive compensation plans. Furthermore, officers are not
permitted to serve on the Board of Directors of any other corporation
operating for profit. The intent of the latter is that if the executives are
paid fairly, the Company and its shareholders should demand their full
attention and, therefore, their efforts are totally directed toward the
Company and not interrupted by the obligations of serving as a director for
other for profit corporations.
COMPENSATION COMMITTEE
Glenn C. Barber, Chairman Bruce B. Brundage Michael B. Enzi
John R. Howard Kay S. Jorgensen Charles T. Undlin
____________________
The following table is furnished for the fiscal year ended December 31,
1993, with respect to the Chief Executive Officer of the Company and the
executive officers whose salary and bonus compensation for 1993 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS<F1> OTHER
ANNUAL
COMPENSATION<F2>
Daniel P. Landguth
Chairman, President, 1993 $178,466 $10,761 -
and Chief Executive 1992 173,134 4,400 $13,850
Officer of the Company 1991 169,866 - -
and subsidiaries
Dale E. Clement
Senior Vice President- 1993 $124,266 $ 3,966 -
Finance of the Company 1992 122,430 3,163 $ 2,449
and subsidiaries 1991 116,865 - -
Everett E. Hoyt
President and Chief 1993 $123,566 $ 3,906 -
Operating Officer of 1992 121,008 3,245 $ 2,546
Black Hills Power 1991 121,008 - 3,630
and Light Company
<F1> Bonus is the amount received under the Incentive Gainshare
Program, a cash bonus program for all Company employees based on the
attainment of predetermined profitability measures.
Mr. Landguth's bonus in 1993 includes both his Gainshare bonus and a one-time
performance bonus of $4,900.
<F2> Other Annual Compensation is the amount of lump sum payments
received in lieu of base salary increases in 1992. Mr. Hoyt also received a
lump sum payment in 1991 in lieu of an increase in his base salary.
RETIREMENT PLANS
The Company has a defined benefit retirement plan (Retirement Plan) for
its employees. The Retirement Plan provides benefits at retirement based on
length of employment service and average monthly pay in the five consecutive
calendar years of highest earnings out of the last ten years. Employees do
not contribute to the Retirement Plan. The amount of annual contribution by
the employers to the Retirement Plan is based on an actuarial determination.
Accrued benefits become 100 percent vested after an employee completes five
years of service.
The Company also has a Pension Equalization Plan (the PEP), a
nonqualified supplemental plan, which is designed to provide the higher paid
executive employee a retirement benefit which, when added to social security
benefits and the pension to be received from the Retirement Plan, will
approximate retirement benefits being paid by other employers to its
employees with like executive positions. The employee's pension from the
qualified pension plan is limited under the current law to not exceed
$118,800 annually and the compensation taken into account in determining
contributions and benefits cannot exceed $150,000. The amounts of deferred
compensation paid under nonqualified plans such as the PEP are not subject to
the limits. A participant under the PEP does not qualify for benefits until
the benefits become vested under a vesting schedule - 20 percent after three
years of employment under the plan increasing up to 100 percent vesting after
eight years of employment under the plan. No credit for past service is
granted under the PEP. The annual benefit is 25 percent of the employee's
average earnings (if salary was less than two times the Social Security Wage
Base) or 30 percent (if salary was more than two times the Social Security
Wage Base) times the vesting percentage. Average earnings are normally an
employees average earnings for the five highest consecutive full years of
employment during the ten full years of employment immediately preceding the
year of calculation. The annual PEP benefit is paid on a monthly basis for
15 years to each participating employee and if deceased to the employee's
designated beneficiary or estate, commencing at the earliest of death or when
the employee is both retired and 62 years of age or more.
Participants in the PEP are designated by the Board of Directors upon
recommendation of the Chief Executive Officer. Selection is based on key
employees as determined by management and consideration of performance rather
than salary based only. The minimum salary component applied in the
selection process is the maximum annual Social Security taxable wage base
which is presently at $60,600. Four officers of the Company were initially
excluded because the period of time up to the date of their likely retirement
would not result in vested benefits as intended by the PEP. The Company
extended to those four individuals certain benefits paid at retirement which
would approximate 50 percent of the present value of the PEP. Since then,
arrangements have been made with three of those persons who retired.
RETIREMENT BENEFITS
The following table illustrates estimated annual benefits, as of January
1, 1994, payable under the Retirement Plan and the PEP to employees who
retire at the normal retirement date.
Years of Service
Annual 15 20 25 30 35
Pay Years Years Years Years Years
$ 60,000 $ 27,945 $ 32,260 $ 36,575 $ 40,890 $ 45,205
75,000 35,295 40,810 46,325 51,840 57,355
90,000 42,645 49,360 56,075 62,790 69,505
110,000 52,445 60,760 69,075 77,390 85,705
125,000 66,045 75,560 85,075 94,550 104,105
150,000 79,545 91,060 102,575 114,090 125,605
175,000 87,045 98,560 110,075 121,590 133,105
200,000 94,545 106,060 117,575 129,090 140,605
225,000 102,045 113,560 125,075 136,590 148,105
Estimated annual benefits payable to officers named below at age 65 from
all sources are as follows: Daniel P. Landguth, 35 yrs. - $134,991; Dale E.
Clement, 33 yrs. - $88,235<F1>; Everett E. Hoyt, 31 yrs. - $81,393<F1>.
The benefits in the foregoing table were calculated as a straight life
annuity. Amounts shown are exclusive of Social Security benefits and include
benefits from both the Retirement Plan and from the PEP assuming a 100
percent vested interest in the PEP.
_________________________
<F1> Such amounts are adjusted for benefits applicable to service for
prior employment.
EMPLOYEES' STOCK PURCHASE PLAN
Employees of the Company and its subsidiaries are eligible to
participate in the Employees' Stock Purchase Plan, as approved by the
shareholders at the 1987 Annual Meeting under which offerings of the
Company's Common Stock, at the discretion of the Board, are made to employees
at a price equal to 90 percent of the closing sale price on the New York
Stock Exchange on the date of the offering. An offering was extended to
employees in 1993 and officers subscribed to 350 shares at a price of $24.08
per share. Shares are held in nominee name until subscriptions are paid for
in full.
RETIREMENT SAVINGS PLAN
The Company has a Retirement Savings Plan under Section 401(k) of the
Internal Revenue Code of 1954, as amended, which permits employees of the
Company and its subsidiaries, including officers, to elect to invest up to 15
percent of their eligible earnings on a pre-tax basis into an investment fund
subject to limitations imposed by the Internal Revenue Code. The Company
makes no contributions to the Plan.
Distribution from the fund will be made to employees at termination of
employment, retirement, death, or in case of hardship. No amounts were paid
or distributed pursuant to the Retirement Savings Plan to the individuals
named herein nor to the officers as a group.
The Trustee for the Retirement Savings Plan (401(k) Plan) has voting
power with respect to shares held in the name of the Trustee of the Plan.
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative shareholder return on the
Company's Common Shares for the last five fiscal years with the cumulative
total return of the Duff & Phelps Quality II Electrics and the S&P 500 Index
over the same period (assuming the investment of $100 on December 31, 1988, and
the reinvestment of all dividends). The Company changed its broad market
index this year from the Edison Electric Institute Investor-Owned Electric
Utility Index to the S&P 500 Index because the Securities and Exchange
Commission notified the Company that they do not accept the Edison Electric
Institute Investor-Owned Electric Utility Index as a published broad market
index.
1989 1990 1991 1992 1993
Black Hills Corporation 120 135 194 202 176
Duff & Phelps Quality
II Electric Companies 127 131 173 186 204
S&P 500 Index 132 128 166 179 197
ITEM II
AUTHORIZATION OF INCREASE IN INDEBTEDNESS
Under the provisions of Article XVII, Section 8 of the Constitution of
the State of South Dakota, the maximum amount of indebtedness which the
Company is authorized to issue may not be increased without the consent of
the shareholders. Pursuant to this provision, the shareholders in 1992, on
the recommendation of the Board of Directors, approved and authorized an
increase in the maximum amount of the Company's authorized indebtedness to
$200,000,000. As of February 28, 1994, the Company's outstanding
indebtedness was as follows:
First Mortgage Bonds . . . . . . . . . . . $ 62,794,000
Other Long Term Debt . . . . . . . . . . . . 24,500,000
Notes Payable. . . . . . . . . . . . . . . 14,468,000
$101,762,000
The Company's construction expenditures for the next three years are
estimated as follows:
1994 1995 1996
(in thousands)
Neil Simpson Unit #2
(new power plant) $65,113 $45,035 $ -
Other Production Plant 2,283 859 897
Transmission Plant 4,228 1,617 8,478
Distribution Plant 6,511 6,503 6,876
General Plant 1,448 814 2,354
$79,583 $54,828 $18,605
These and future construction requirements of the Company will require
additional debt financing. The Company has not entered into agreements with
respect to the issuance of any additional debt securities. It is expected,
however, that the Company will issue and sell additional debt securities from
time to time. The timing and amount of such issuance will depend on market
conditions and other factors existing at the time. Under the terms of the
proposed resolution, the Board of Directors, subject to the approval of
regulatory authorities, can, at the opportune time without further
authorization of the shareholders, determine and fix the amount and terms of
the debt securities to be issued including interest rates, maturity dates,
call provisions, sinking fund requirements, and similar matters.
Accordingly, the following resolution will be presented at the meeting:
RESOLVED, That the consent of the shareholders be, and it is
hereby given to an increase in the Company's authorized
indebtedness to not exceed $500,000,000 at any one time
outstanding; that for the purpose of effecting such increase,
bonds, debentures, notes, and other instruments evidencing
indebtedness of the Company may be issued from time to time in such
form and of such character as seems desirable to the Board of
Directors; and that for the purpose of consenting to an increase of
authorized indebtedness of the Company, it is the intention of this
resolution that bonds, debentures, notes, and other instruments
evidencing indebtedness are authorized to be issued whenever the
maximum indebtedness by this resolution is not thereby exceeded;
said bonds, debentures, notes and other evidences of indebtedness
to be issued when and as the Board of Directors shall deem
advantageous for the Company's interest and upon such terms and
conditions as shall be approved by the Board.
VOTE REQUIRED
An affirmative vote of the holders of the majority of all issued and
outstanding shares of Common Stock is required to adopt the foregoing
resolution.
While the current debt limitation is believed to be sufficient to
complete the above construction expenditures, the Board of Directors is of
the opinion that the debt limitation should be set high enough so as to give
the Board the flexibility to determine from time to time on short notice the
borrowing requirements and terms of those borrowings and to be able to close
those borrowings without the necessity of calling frequent shareholder
meetings.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ADOPTION OF THE RESOLUTION
ITEM III
AMENDMENT TO ARTICLE FOURTH OF THE RESTATED ARTICLES
OF INCORPORATION TO PROVIDE THAT THE
CONTROL SHARE ACQUISITION PROVISIONS OF THE SOUTH DAKOTA
TAKEOVER ACT DO NOT APPLY TO THE COMPANY
The Board of Directors unanimously adopted a resolution to submit to the
shareholders for their consideration an amendment, as described herein, to
Article Fourth of the Restated Articles of Incorporation, as amended, that if
adopted will add paragraph 8 to Article Fourth providing that the Control
Share Acquisition (hereinafter defined) provisions of the South Dakota
Domestic Public Corporation Takeover Act ("Takeover Act") do not apply to the
Company.
The Takeover Act, found at Chapter 47-33 of the South Dakota Codified
Laws ("SDCL"), was adopted by the South Dakota Legislature in 1990 and became
effective July 1, 1990. The Control Share Acquisition provisions along with
other provisions of the Takeover Act became applicable to domestic public
corporations, including the Company, on the effective date of the Takeover
Act. However, the Takeover Act provides that a corporation through its
articles of incorporation may elect not to have the Control Share Acquisition
provisions apply to that corporation.
The Control Share Acquisition provisions and other provisions of the
Takeover Act are summarized in the Proxy Statement. However, the summary
does not include each and every provision of the act. A full understanding
of the Takeover Act would require a thorough reading of the act at
SDCL 47-33.
If the proposed amendment to Article Fourth is adopted by the
shareholders, the Control Share Acquisition provisions of the Takeover Act
shall not apply to any Control Share Acquisition occurring after such
adoption.
Control Share Acquisition Provisions Explained
Definition. A "Control Share Acquisition" as defined by the Takeover
Act at SDCL Section 47-33-3(l) is generally, subject to certain exceptions,
an acquisition, directly or indirectly, by an acquiring person of beneficial
ownership of shares of a domestic public corporation that when added to all
other shares beneficially owned by the acquiring person would allow that
person to exercise certain ranges of voting power. Acquisition of shares as
a result of a merger first approved by the Board of Directors followed by
approval of the shareholders is not a Control Share Acquisition.
Shareholder Election Required to Give Voting Rights. The Control Share
Acquisition provisions of the Takeover Act provides generally that a Control
Share Acquisition that exceeds certain thresholds of voting power (described
below) shall have the same voting rights as other shares of the same class or
series only if approved by the affirmative vote of the majority of all
outstanding shares entitled to vote, including all shares held by the
acquiring person, and by the affirmative vote of the holders of the majority
of the voting power of all outstanding shares entitled to vote, excluding all
interested shares. The thresholds which would require shareholder approval
before voting powers are obtained with respect to shares acquired in excess
of such thresholds are 20 percent, 33 2/3 percent and 50 percent,
respectively. Each time an acquiring person reaches a threshold, an election
must be held as described above before the acquiring person will have any
voting rights with respect to shares in excess of such threshold.
The Control Share Acquisition provisions of the Takeover Act further
provides that any person who proposes to make or has made a Control Share
Acquisition may at that person's election cause an informational statement to
be furnished the Company and, if an undertaking is furnished to pay the costs
of the meeting, may request a special meeting of the shareholders to be
called for the sole purpose of considering the voting rights to be accorded
the shares acquired or to be acquired pursuant to the Control Share
Acquisition. If such informational statement, request and undertaking are
furnished, the Takeover Act provides that a special meeting of shareholders
be called for such purpose be held no later than 50 days after receipt of the
informational statement. If the informational statement is furnished but a
special meeting of shareholders is not requested, consideration of the voting
rights to be accorded shares pursuant to the Control Share Acquisition is to
be submitted to the shareholders at the next special or annual meeting of
shareholders.
Redemption of Shares. The Control Share Acquisition provision of the
Takeover Act further provides that the Company may redeem at the market value
as of the time of redemption those shares that were acquired in a Control
Share Acquisition if (i) an informational statement was not furnished the
Company within the tenth day after the Control Share Acquisition or (ii) an
informational statement was furnished but the shareholders voted not to
accord voting rights.
Purpose of Takeover Act
The Takeover Act provides that the purpose of the Control Share
Acquisition provisions and other anti-takeover provisions of the Takeover Act
generally, among other things, is to provide the stable, long-term growth of
South Dakota's domestic public corporations, to prevent the impairment of
local employment conditions and disruption of local commercial activity and
stable relationship of corporations and to protect shareholders from forced
mergers and other coercive devices adopting short-term business strategies
that deprive shareholders of value.
Reasons for Board's Recommendation
The Board of Directors does not have any knowledge of any effort to
accumulate the Company's Common Stock or to obtain control of the Company.
Notwithstanding lack of those efforts at this time, the Board believes that
for the reasons in the following paragraph, it should be prepared for such
possibility. Once a Control Share Acquisition is proposed, it would be too
late to amend the Articles of Incorporation.
The reasons why the Board of Directors is recommending to the
shareholders to elect to not have the Control Share Acquisition provisions
apply to the Company is that the provisions could allow a person to force the
Board of Directors to call a shareholder meeting to consider voting rights of
the acquiring person within only 50 days from the time the Board first
discovers that the person is interested in acquiring the Company. In the
opinion of the Board of Directors, this period of time does not give the
Board an ample opportunity to study the proposal and to act in the best long-
term interests of the shareholders. The Board further believes that the
issue of granting or not granting voting rights for shares that may not even
have been acquired at the time of the shareholder meeting would be confusing
to shareholders, and the results of such vote would, in the opinion of the
Board of Directors, be of little guidance in determining what action the
Board should take to protect shareholders' interests. The Board believes
this to be especially true because the Company is an electric public utility,
and under current law any acquisition by a person of 10 percent or more of
its shares must be first approved by the South Dakota Public Utilities
Commission, and any acquisition over 50 percent by the Wyoming Public Service
Commission. The Federal Energy Regulatory Commission would also be required
to approve any merger, and the Securities and Exchange Commission may become
involved if a holding company is created under the Public Utilities Holding
Company Act. The Board of Directors believes that any future acquisition of
the Company whether supported or opposed by the Board will largely depend
upon the decisions of some or all of these regulatory commissions which will
apply public interests standards to any such proposed mergers. In view of
these regulatory requirements, the Board of Directors believes that forced
shareholder meetings to consider voting rights to be given to a proposed
acquiring person before regulatory proceedings are held would be premature
and would interfere with strategies to be undertaken by the Board of
Directors to protect the interests of shareholders.
The Board of Directors has no intention at this time to propose any
additional anti-takeover measures or modify or remove any of those other
defenses disclosed under "Other Takeover Defenses Not Affected by Proposal"
following.
Overall Effect of the Proposal--Advantages and Disadvantages
The Control Share Acquisition provisions are designed to discourage any
change of control of the Company that the Board of Directors does not
approve. Since the acquiring person must get permission from the other
shareholders to be able to vote the shares at the 20, 33 1/3 and 50 percent
thresholds, and if approval is not given, the Company would have the right to
redeem those shares, an acquiring person would obviously be discouraged from
investing in the shares. Conceivably an acquiring person could own over 50
percent of the shares but be denied any right to vote those shares.
Therefore, the effect of the proposal to amend the articles to not have the
Control Share Acquisition provisions apply is to make it easier for
shareholders to obtain control and remove management.
On the other hand, the Control Share Acquisition provisions do allow an
acquiring person an opportunity to force a reluctant Board of Directors to
call a shareholder meeting. While the shareholder vote would be whether to
grant voting rights to the stock of the acquiring person, the vote could be
perceived as a referendum of the shareholders on the acquiring person's
proposal to acquire the Company. Granting voting rights would be a clear
signal to the acquiring person to acquire additional stock. To that extent,
the Control Share Acquisition provisions would encourage shareholder
participation in a takeover proposal, and the proposed amendment discourages
shareholder participation.
However, the Board of Directors believes that for all the reasons stated
above under "Reasons for Board's Recommendations" and especially in view of
the regulatory approvals required for any change in control, forced
shareholder meetings to vote on granting voting rights would be premature and
confusing to the regulatory process and undermine the Board's strategy in
protecting the shareholder interest in that regulatory process.
Other Takeover Defenses Not Affected by Proposal
The Takeover Act and the Company's Restated Articles of Incorporation
contain other provisions hereafter described that would not be affected by
the adoption of the proposed Amendment but would discourage or make more
difficult a change in control of the Company without approval of the Board of
Directors. The Board of Directors believes that these remaining provisions
are adequate without the Control Share Acquisition provisions to protect the
Company's shareholders against coercive, unfair or inadequate tender offers
and other abusive takeover tactics and to encourage any person contemplating
a business combination with the Company to negotiate with its Board of
Directors for the fair and equitable treatment of all of the Company's
shareholders.
Election of Directors. In electing directors, shareholders may
cumulate their votes as provided by Article XVII, Section 5 of the South
Dakota Constitution and SDCL Section 47-5-6. Article Fifth of the Company's
Restated Articles of Incorporation provides that the Board of Directors is
divided into three classes as nearly equal in number as possible with
staggered terms of office so that only approximately one-third of the
directors are elected at each annual meeting of shareholders. The existence
of a classified Board along with cumulative voting rights may make it more
difficult for a group owning a significant amount of the Company's voting
securities to effect a change in the majority of the Board than would be the
case if a classified Board and cumulative voting did not exist. Article
Fifth cannot be amended or repealed without the affirmative vote of the
holders of at least 80 percent of the Common Stock of the Company and 66 2/3
percent of the Cumulative Preferred Stock of the Company.
Fair Price Article. Article Sixth of the Company's Restated Articles
of Incorporation provides that the affirmative vote of the holders of not
less than 80 percent of the outstanding shares of voting stock of the Company
is required for the approval of any Business Transaction (a merger or similar
transaction) with any Related Person (a beneficial owner of 10 percent or
more of the outstanding voting stock of the Company) or any Business
Transaction in which a Related Person has an interest; provided, that the 80
percent voting requirement is not applicable if the Continuing Directors
(Directors who are unaffiliated with, and are not nominees of, the Related
Person involved in the Business Transaction) of the Company by at least a
majority vote thereof have (i) expressly approved in advance the acquisition
of the outstanding shares of voting stock that caused such Related Person to
become a Related Person, or (ii) expressly approved such Business
Transaction. Article Sixth of the Company's Restated Articles of
Incorporation also provides that the 80 percent voting requirement is not
required for a Business Transaction involving a Related Person if the
following conditions are satisfied: (a) the cash or fair market value or
other consideration to be received per share by holders of voting stock of
the Company in the Business Transaction is not less than the highest purchase
price paid by the Related Person involved in the Business Transaction in
acquiring any of its holdings of the Company's voting stock; (b) the ratio of
the amount of cash and other consideration to be received per share by
holders of Common Stock in such Business Transaction to the market price of
the Common Stock immediately prior to the announcement of such Business
Transaction is at least as great as the ratio of the highest per share price
paid by the Related Person for any shares of Common Stock acquired by it to
the market price of the Common Stock immediately prior to the initial
acquisition by such Related Person of any Common Stock; and (c) the
consideration to be received by holders of each class of capital stock of the
Company in such Business Transaction is the same form and of the same kind as
the consideration paid by the Related Person in acquiring the shares of that
class of capital stock already owned by it. Article Sixth cannot be amended
or repealed without the affirmative vote of the holders of at least 80
percent of the Common Stock of the Company.
Takeover Act--Business Combination Provisions. The Takeover Act
provides that certain domestic public corporations (including the Company)
shall not engage at any time in any business combination (a merger, transfer
of ten percent of the Company's assets, issuance or transfer of stock equal
to five percent of the aggregate market value of all outstanding shares of the
Company, the adoption of a plan of liquidation or dissolution or other
similar transaction) with any interested shareholder (the beneficial owner or
an affiliate of a beneficial owner of ten percent or more of the Company's
voting shares) unless (i) the Board of Directors of the Company, prior to the
interested shareholder becoming an interested shareholder, approves either
the business combination or the acquisition of shares by the interested
shareholder which causes it to become an interested shareholder, (ii) subject
to the fair price requirements discussed below, the business combination is
approved by the affirmative vote of the holders of a majority of the
outstanding voting shares, not including any voting shares beneficially owned
by the interested shareholder, at a meeting called for such purpose at such
time as the interested shareholder beneficially owns 80 percent of the voting
shares of the Company and not earlier than three months after the interested
shareholder became the beneficial owner of 80 percent of the voting shares of
the Company, (iii) the business combination is approved by the affirmative
vote of the holders of all of the outstanding voting shares of the Company,
(iv) the business combination is approved by the affirmative vote of the
holders of a majority of the outstanding voting shares of the Company, not
including any voting shares beneficially owned by the interested shareholder,
at a meeting called for such purpose no earlier than four years after the
interested shareholder became an interested shareholder, or (v) subject to
the fair price requirements discussed below, the business combination is
approved by a majority of the outstanding voting shares at a shareholders'
meeting called for such purpose no earlier than four years after the interested
shareholder became an interested shareholder.
Takeover Act--Fair Price Provisions. The Takeover Act provides for a
fair price provision for business combinations approved pursuant to (ii) or
(v) of the preceding paragraph. Business combinations approved by
shareholders of the Company pursuant to the requirements of (ii) or (v) of
the preceding paragraph must meet certain conditions which require, among
other things, that the value of the consideration received per share by
holders of outstanding shares of Common Stock in the business combination
must be at least equal to the higher of (i) the price per share paid for any
shares of Common Stock acquired by the interested shareholder within the
three-year period immediately prior to (a) the announcement of the business
combination or (b) the transaction in which the interested shareholder became
an interested shareholder, whichever is higher, or (ii) the market value per
share of Common Stock on the announcement date with respect to the business
combination or the date on which the interested shareholder became an
interested shareholder, whichever is higher.
Takeover Act--Board May Protect Other Constituencies and Consider Long-
Term Interests. The Takeover Act further allows the Board of Directors of
the Company in determining whether to approve a merger or other change of
control to take into account both the long-term as well as short-term
interests of the Company and its shareholders, the effect on the Company's
employees, customers, creditors and suppliers, the effect upon the community
in which the Company operates and the effect on the economy of the state and
nation.
Proposed Resolution
To cause the Control Share Acquisition provisions of the Takeover Act
not to apply to any Control Share Acquisition occurring after the adoption of
the Resolution, the following Resolution will be submitted to the
shareholders:
BE IT RESOLVED by the shareholders of Black Hills Corporation
that Article Fourth of the Company's Restated Articles of
Incorporation be amended by adding thereto the following paragraph
8:
8. The provisions of South Dakota Codified Laws Sections 47-33-8
through 47-33-16, inclusive, do not apply to control share
acquisitions (as defined by South Dakota Codified Laws Section
47-33-3(1)) of shares of the Company.
Vote Required
The affirmative vote of the holders of the majority of all issued and
outstanding shares of Common Stock is required to adopt the foregoing
resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ADOPTION OF THE RESOLUTION
ITEM IV
APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Arthur Andersen & Co., independent public accountants,
conducted the audit of the Company and its subsidiaries for 1993.
Representatives of Arthur Andersen & Co. will be present at the Annual
Meeting and will have the opportunity to make a statement, if they desire to
do so, and to respond to appropriate questions.
Audit services performed by Arthur Andersen & Co. during 1993 included
examinations of the financial statements of the Company and its subsidiaries
and limited reviews of interim financial information.
The Board of Directors, on recommendation of the Audit Committee and
subject to ratification by shareholders, has appointed Arthur Andersen & Co.
to perform an examination of the consolidated financial statements of the
Company and its subsidiaries for the year 1994 and to render their opinion
thereon.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN & CO. TO SERVE AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR 1994
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1995 Annual
Meeting of Shareholders must be received by the Secretary of the Company in
writing at its home offices at 625 Ninth Street, P.O. Box 1400, Rapid City,
South Dakota 57709, prior to November
26, 1994. Any proposal submitted must be in compliance with Rule 14a-8 of
Regulation 14A of the Securities and Exchange Commission.
ITEM V
TRANSACTION OF OTHER BUSINESS
The Board of Directors does not intend to present any business for
action by the shareholders at the meeting except the matters referred to in
this Proxy Statement. If any other matters should be properly presented at
the meeting, it is the intention of the persons named in the accompanying
form of proxy to vote thereon in accordance with the recommendations of the
Board of Directors.
If a stockholder participates in the Company's Dividend Reinvestment and
Stock Purchase Plan, the proxy to vote shares of record will serve as
instructions to vote shares held in custody for the shareholder.
Accordingly, as Transfer Agent for shares of the Company's Common Stock,
Chemical Bank will cause shares held in the name of its nominee for the
account of a shareholder participating in the Plan to be voted in the same
way as that shareholder votes shares registered in their name. If
shareholders do not vote the shares registered in their name, shares held for
their account in the Plan will not be voted.
Please complete and sign the accompanying form of proxy whether or not
you expect to be present at the meeting and promptly return it in the
enclosed postage paid envelope.
By Order of the Board of Directors
ROXANN R. BASHAM
Corporate Secretary
Dated: March 25, 1994
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information required by Item 13, Financial and Other Information, of
Regulation 14-A is provided in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, which is incorporated by reference into
this Proxy Statement.
The Company hereby undertakes to provide to each shareholder whose proxy
is solicited for the 1994 Annual Meeting, upon written or oral request and
without charge, a copy of the Company's 1993 Annual Report on Form 10-K
(without exhibits) to the Securities and Exchange Commission. Requests
should be directed to Roxann R. Basham, Corporate Secretary and Treasurer,
Black Hills Corporation, P.O. Box 1400, Rapid City, SD 57709, or telephone
(605)-348-1700.
PLEASE COMPLETE, SIGN AND RETURN PROMPTLY
THE ENCLOSED PROXY SO THAT YOUR STOCK MAY
BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
PROXY CARD
Front of Proxy Card
BLACK HILLS CORPORATION
625 NINTH STREET
RAPID CITY, SOUTH DAKOTA 57701
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY
TO BE HELD MAY 24, 1994 AT 9:30 A.M.
The undersigned hereby appoints Daniel P. Landguth, Dale E. Clement, and
David E. Morrill, and any one or more of them, proxy attorneys, with full
substitution and revocation in each, for and on behalf of the undersigned,
and with all powers the undersigned would possess if personally present, to
vote at the above Annual Meeting and any adjournment thereof all shares of
Common Stock of Black Hills Corporation that the undersigned would be
entitled to vote at such meeting.
PLEASE MARK THIS PROXY AS INDICATED ON THE REVERSE SIDE TO VOTE ON ANY
ITEM. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATION, PLEASE SIGN THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
Back of Proxy Card X Please mark your votes this way
__________ ____________________________
COMMON DIVIDEND REINVESTMENT SHARES
The Board of Directors recommends a vote FOR Items 1,2,3 and 4.
WITHHELD
FOR FOR ALL
Item 1-ELECTION OF CLASS II DIRECTORS
Nominees:
Daniel P. Landguth
Dale E. Clement
John R. Howard
WITHHELD FOR: (Write that nominee's name in the
space provided below). (To cumulate votes so indicate)
FOR AGAINST ABSTAIN
Item 2-INCREASE THE COMPANY'S AUTHORIZED
INDEBTEDNESS TO $500,000,000.
Item 3-AMEND ARTICLE FOURTH OF THE
COMPANY'S RESTATED ARTICLES OF INCORPORATION
Item 4-RATIFY THE APPOINTMENT OF ARTHUR
ANDERSEN & CO. TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS IN 1994
Item 5-PROXY ATTORNEYS ARE AUTHORIZED AT
THEIR DISCRETION TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING
I PLAN TO ATTEND MEETING
COMMENTS/ADDRESS CHANGE
Please mark this box if you have
written comments/address change on the
reverse side
Black Hills Corporation, as Administrator under the Company's Dividend
Reinvestment and Stock Purchase Plan, is instructed to execute a proxy with
identical instructions, for any shares held for my benefit.
Signature(s) Date ____________________
Please mark, date and sign as your account name appears and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should indicate same when signing. If the signer is a corporation
or partnership, please sign the full corporate or partnership name by
authorized officer or person. If shares are held jointly, each stockholder
should sign.
EXHIBIT INDEX
EX-13 1993 FINANCIAL SECTION OF ANNUAL REPORT