SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 1, 2002
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BLACK HILLS CORPORATION
(Exact name of registrant as specified in its charter)
South Dakota 1-31303 46-0458824
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or organization) Identification No.)
625 Ninth Street, Rapid City, South Dakota 57701
(Address of principal executive offices) (Zip Code)
(605) 721-1700
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Black Hills Corporation ("Black Hills") and Mallon Resources
Corporation ("Mallon") entered into a definitive merger agreement (the "Merger
Agreement"), dated as of October 1, 2002, for the acquisition of Mallon in a
stock-for-stock transaction (the "Merger"). The Merger Agreement provides for
Mallon shareholders to receive .044 shares of Black Hills common stock for each
common share of Mallon. The Merger is subject to customary conditions, including
approval by holders of at least a majority of the outstanding shares of Mallon.
Mallon has agreed to pay Black Hills a termination fee of $1.5 million
in the event the Merger Agreement is terminated under certain conditions. The
Merger is anticipated to close in the first quarter of 2003, subject to the
approval of Mallon's shareholders and customary conditions.
On October 1, 2002, Black Hills also acquired the outstanding debt of
Mallon to Aquila Energy Capital Corporation for approximately $30,500,000,
including amounts paid to settle certain gas hedging arrangements. Black Hills
and Mallon have amended the credit agreement for such debt. Black Hills has
agreed to loan Mallon an additional $2,500,000 to pay certain obligations owed
by Mallon and the costs of drilling certain wells. Mallon is obligated to pay to
Black Hills the entire outstanding principal balance, together with accrued
interest, plus the sum of $2,898,000 if Mallon enters into any agreement for a
change in control of Mallon. The $2,898,000 is also payable by Mallon if it
enters into an agreement for a change in control of Mallon within 105 days after
prepayment of the debt.
The press release jointly issued by Black Hills and Mallon announcing
the Merger is included as Exhibit 99.1 to this report and is incorporated into
this Item 5 by reference.
All shareholders should read the joint proxy statement/prospectus
concerning the Merger that will be filed with the SEC and mailed to
shareholders. The joint proxy statement/prospectus will contain important
information that shareholders should consider before making any decision
regarding the Merger. Shareholders will be able to obtain the joint proxy
statement/prospectus, as well as other filings containing information about
Black Hills and Mallon, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge, by contacting the
Secretary of the appropriate company.
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Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits.
(c) Exhibits.
99.1 Press Release dated as of October 1, 2002, jointly issued by Black Hills
Corporation and Mallon Resources Corporation
99.2 Amended and Restated Credit Agreement Between Mallon Resources Corporation
and Mallon Oil Company and Black Hills Corporation Dated as of October 1,
2002
99.3 Amended and Restated Advancing Note Between Mallon Resources Corporation
and Mallon Oil Company (Borrower) and Black Hills Corporation (Lender)
Dated October 1, 2002
99.4 Assignment of Credit Agreement, Note, Liens, and Security Documents dated
as of October 1, 2002 among Aquilla Energy Capital Corporation (Assignor),
Black Hills Corporation (Assignee), Mallon Resources Corporation and Mallon
Oil Company
99.5 Termination of Swap Agreement and Mutual Release dated October 1, 2002
Between Aquila Merchant Services, Inc. and Mallon Resources Corporation
99.6 Termination of Swap Agreement and Mutual Release dated October 1, 2002
Between Aquila Merchant Services, Inc. and Mallon Oil Company
99.7 Termination of Base Agreement and Mutual Release dated October 1, 2002
Between Aquila Energy Marketing Corporation and Mallon Oil Company
S I G N A T U R E
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 thereunto duly authorized.
BLACK HILLS CORPORATION
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(Registrant)
October 10, 2002 By:/s/ Mark T. Thies
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Date Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated as of October 1, 2002, jointly issued by Black Hills
Corporation and Mallon Resources Corporation
99.2 Amended and Restated Credit Agreement Between Mallon Resources Corporation
and Mallon Oil Company and Black Hills Corporation Dated as of October 1,
2002
99.3 Amended and Restated Advancing Note Between Mallon Resources Corporation
and Mallon Oil Company (Borrower) and Black Hills Corporation (Lender)
Dated October 1, 2002
99.4 Assignment of Credit Agreement, Note, Liens, and Security Documents dated
as of October 1, 2002 among Aquilla Energy Capital Corporation (Assignor),
Black Hills Corporation (Assignee), Mallon Resources Corporation and Mallon
Oil Company
99.5 Termination of Swap Agreement and Mutual Release dated October 1, 2002
Between Aquila Merchant Services, Inc. and Mallon Resources Corporation
99.6 Termination of Swap Agreement and Mutual Release dated October 1, 2002
Between Aquila Merchant Services, Inc. and Mallon Oil Company
99.7 Termination of Base Agreement and Mutual Release dated October 1, 2002
Between Aquila Energy Marketing Corporation and Mallon Oil Company
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