UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

 

FORM U5B

REGISTRATION STATEMENT

 

Filed Under Section 5 of the

Public Utility Holding Company Act of 1935

___________________________________

 

BLACK HILLS CORPORATION

625 Ninth Street

Rapid City, SD 57701

___________________________________

 

Notices and correspondence concerning this Statement should be addressed to:

Steven J. Helmers, Senior Vice President and General Counsel

Black Hills Corporation

P.O. Box 1400

Rapid City, SD 57709

 

 

The undersigned holding company hereby submits its registration statements to the Securities and Exchange Commission pursuant to Section 5 of the Public Utility Holding Company Act of 1935 and furnishes the following information as to the registrant and subsidiary companies thereof:

 

 

1.

Exact Name of Registrant:

 

Black Hills Corporation

 

2.

Address of principal executive office:

 

625 Ninth Street

Rapid City, SD 57701

 

3.

Name and address of chief accounting officer:

 

Mark T. Thies

Executive Vice President, Chief Financial Officer and

Chief Accounting Officer

Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

 

 

 

 

4.

Furnish the following information as to the registrant and each subsidiary company thereof:

 

 

 

Column A

Column B

Column C

Column D

 

Name of Company

Type of Organization

State of Organization

Type of Business

1.

Black Hills Corporation

Corporation

South Dakota

Holding company

1.1

Black Hills Service Company, LLC

Limited liability company

South Dakota

Provides centralized services under service agreements with utility and non-utility subsidiaries of Black Hills Corporation

1.2

Black Hills Power, Inc.

Corporation

South Dakota

Regulated electric utility company

1.3

Cheyenne Light, Fuel and Power Company

Corporation

Wyoming

Regulated natural gas and electric utility company

1.4

Black Hills Fiber Systems, Inc.

Corporation

South Dakota

Owns Black Hills Corporation’s interests in ETCs

1.4.1

Black Hills FiberCom, L.L.C.

Limited liability company

South Dakota

ETC that provides cable television, internet, broadband, and other communications services in South Dakota

1.4.2

BHFC Publishing, LLC

Limited liability company

Delaware

ETC that publishes telephone directory in South Dakota

1.4.3

Black Hills Publishing Montana, LLC

Limited liability company

Delaware

ETC that publishes telephone directory in Montana

1.5

Black Hills Energy, Inc.

Corporation

South Dakota

Intermediate holding company for Black Hills Corporation’s EWGs, QFs, natural gas/oil/coal companies, and other companies engaged in energy-related activities

1.5.1

Black Hills Generation, Inc.

Corporation

Delaware

Intermediate holding company for Black Hills Corporation EWGs and QFs and other businesses related to the ownership and operation of EWGs and QFs

1.5.1.1

Adirondack Hydro Development Corporation

Corporation

Delaware

Inactive

1.5.1.1.1

NHP, LP

Limited partnership

New York

Inactive

1.5.1.2

Acquisition Partners, L.P.

Limited partnership

New York

Inactive

1.5.1.3

EIF Investors, Inc.

Corporation

Delaware

Owns Black Hills Corporation investments in Energy Investors Fund, LP, Energy Investors Fund II,LP, and Energy Investors Fund III, LP

1.5.1.4

Black Hills Independent Power Fund, Inc.

Corporation

Texas

Inactive

1.5.1.5

Black Hills Pepperell Power Associates, LLC

Limited liability company

Delaware

EWG that owns a non-operating, 40 MW electric generating facility in Pepperell, Massachusetts

1.5.1.6

Black Hills Fountain Valley, LLC

Limited liability company

Delaware

Owns Black Hills Corporation’s membership interests in Fountain Valley Power, LLC

1.5.1.6.1

Fountain Valley Power, LLC

Limited liability company

Delaware

EWG that owns and operates 240 MW electric generating facility near Colorado Springs, CO

1.5.1.6.2

E-Next A Equipment Leasing Company, LLC

Limited liability company

Delaware

Owns and leases equipment utilized at the Fountain Valley Power, LLC facility

1.5.1.7

Black Hills Fountain

Valley II, LLC

Limited liability company

Colorado

Owns real estate located at and adjacent to the Fountain Valley Power, LLC facility

1.5.1.8

Black Hills Colorado, LLC

Limited liability company

Delaware

EWG that owns and operates electric generating facilities in Denver and Boulder, Colorado, with combined capacity of 210 MW

1.5.1.8.1

Black Hills Valmont Colorado, Inc.

Corporation

Delaware

Financing agent for the construction project at Black Hills Colorado, LLC facility

1.5.1.9

Black Hills Ivanpah, LLC

Limited liability company

Delaware

Entity formed to explore development of a generating facility in Nevada

 

 

- 2 -

 

 

 

 

1.5.1.9.1

Black Hills Ivanpah GP, LLC

Limited liability company

Delaware

Entity formed to explore development of a generating facility in Nevada

1.5.1.10

West Cascade Energy, LLC

Limited liability company

Delaware

Entity formed to explore development of a electric generating facility in Oregon

1.5.1.11

Black Hills Idaho Operations, LLC

Limited liability company

Delaware

Provides plant operating services to QFs located in Idaho

1.5.1.12

Black Hills Nevada Operations, LLC

Limited liability company

Delaware

Operates Las Vegas Cogeneration Limited Partnership and Las Vegas Cogeneration II, L.L.C., electric generating projects

1.5.1.13

Black Hills Ontario, LLC

Limited liability company

Delaware

QF that owns and operates 12 MW electric generation facility in Ontario, California. (Black Hills Corporation holds an indirect 50% ownership interest in this entity.)

1.5.1.14

Harbor Cogeneration Company, LLC

Limited liability company

Delaware

EWG that owns and operates 98 MW electric generating facility in Long Beach, California

1.5.1.15

Black Hills Southwest, LLC

Limited liability company

Delaware

Owns Black Hills Corporation’s investments in Las Vegas Cogeneration Limited partnership and Las Vegas Cogeneration II, L.L.C., electric generating projects

1.5.1.15.1

Black Hills Nevada, LLC

Limited liability company

Delaware

Owns Black Hills Corporation’s investments in Las Vegas Cogeneration Limited Partnership and Las Vegas Cogeneration II, L.L.C. electric generating projects

1.5.1.15.1.1

Desert Arc I, LLC

Limited liability company

Delaware

General partner in Las Vegas Cogeneration Limited Partnership (Black Hills Corporation holds indirect 50% membership interest in this entity)

1.5.1.15.1.2

Desert Arc II, LLC

Limited liability company

Delaware

Limited partner in Las Vegas Cogeneration Limited Partnership (Black Hills Corporation holds indirect 50% membership interest in this entity)

1.5.1.15.1.1.1

1.5.1.15.1.2.1

Las Vegas Cogeneration Limited Partnership

Limited partnership

Nevada

QF that owns and operates 53 MW electric generating facility located in North Las Vegas, Nevada

1.5.1.15.1.3

Las Vegas Cogeneration II, L.L.C.

Limited liability company

Delaware

EWG that owns and operates 224 MW electric generating facility in North Las Vegas, Nevada

1.5.1.15.1.3.1

Las Vegas Cogeneration Energy Financing Company, L.L.C.

Limited liability company

Delaware

Owns and leases equipment utilized at the Las Vegas Cogeneration II, L.L.C. facility

1.5.1.15.1.4

Black Hills Nevada Real Estate Holdings, LLC

Limited liability company

Delaware

Owns real property at and adjacent to Las Vegas Cogeneration Limited Partnership and Las Vegas Cogeneration II, L.L.C. electric generating facilities

1.5.1.15.1.5

Sunco, Ltd., a Limited Liability Company

Limited liability company

Nevada

Owns and operates a 12-acre greenhouse that serves as thermal host for Las Vegas Cogeneration Limited Partnership QF

1.5.1.16

Black Hills Waterville Station, LLC

Limited liability company

South Dakota

Entity formed to explore development of electric generating facility in Minnesota

1.5.2

Wyodak Resources Development Corp.

Corporation

Delaware

Owns and operates surface coal mine in Gillette, Wyoming, and produces and markets coal

1.5.2.1

Black Hills Wyoming, Inc.

Corporation

Wyoming

EWG that owns and operates a 90 MW and a 40 MW electric generating facility near Gillette, Wyoming

1.5.2.2

Daksoft, Inc.

Corporation

South Dakota

Performs IT services for Black Hills Corporation and subsidiaries

1.5.3

Black Hills Exploration and Production, Inc.

Corporation

Wyoming

Oil and natural gas exploration and production and also owns subsidiaries engaged in oil and natural gas and pipeline activities

 

 

- 3 -

 

 

 

 

1.5.3.1

Black Hills Gas Holdings Corp. (fka Mallon Resources Corporation)

Corporation

Colorado

Intermediate holding company for Black Hills Corporation’s ownership of Black Hills Gas Resources, Inc.

1.5.3.1.1

Black Hills Gas Resources, Inc. (fka Mallon Oil Company)

Corporation

Colorado

Owns and operates oil and natural gas reserves located primarily on the Jicarilla Apache Nation in the San Juan Basin of New Mexico, and is also constructing a natural gas gathering pipeline in furtherance of its gas exploration and production program

1.5.3.1.2

Black Hills Cabresto Pipeline, LLC

Limited liability company

Delaware

Owns and operates 12-mile natural gas pipeline in the San Juan Basin of New Mexico

1.5.4

Black Hills Energy Resources, Inc.

Corporation

South Dakota

Owns Black Hills corporation’s investments in subsidiaries engaged in crude oil marketing and transportation

1.5.4.1

Black Hills Operating Company, LLC

Limited liability company

Delaware

Owns and operates oil pipelines and terminals in Texas

1.5.4.2

Black Hills Energy Pipeline, LLC

Limited liability company

Delaware

Owns Black Hills Corporation’s 99% limited partnership interest in Millennium Pipeline Company, L.P.

1.5.4.3

Black Hills Millennium Pipeline, Inc.

Corporation

South Dakota

Owns Black Hills Corporation’s 1% general partnership interest in Millennium Pipeline Company, L.P.

1.5.4.3.1

Millennium Pipeline Company, L.P.

Limited partnership

Texas

Owns and operates an oil pipeline in the Gulf Coast Region of Texas

1.5.4.4

Black Hills Energy Terminal, LLC

Limited liability company

South Dakota

Owns Black Hills Corporation’s 99% limited partnership interest in Millennium Terminal Company, L.P.

1.5.4.5

Black Hills Millennium Terminal, Inc.

Corporation

South Dakota

Owns Black Hills Corporation’s 1% general partnership interest in Millennium Terminal Company, L.P.

1.5.4.5.1

Millennium Terminal Company, L.P.

Limited partnership

Texas

Owns and operates an oil terminal and storage facility

1.5.4.6

Black Hills Kilgore Energy Pipeline, LLC

Limited liability company

Delaware

Owns Black Hills Corporation’s 99% limited partnership interest in Black Hills Kilgore Pipeline Company, L.P.

1.5.4.7

Black Hills Kilgore Pipeline, Inc.

Corporation

Delaware

Owns Black Hills Corporation’s 1% general partnership interest in Black Hills Kilgore Pipeline Company, L.P.

1.5.4.7.1

Black Hills Kilgore Pipeline Company, L.P.

Limited partnership

Texas

Owns and operates an oil pipeline in the east and Gulf Coast regions of Texas

1.5.5

Enserco Energy Inc.

Corporation

South Dakota

Markets natural gas

1.5.5.1

Varifuel, LLC

Limited liability company

South Dakota

Inactive

1.5.6

Black Hills Midstream, LLC

Limited liability company

South Dakota

Intermediate holding company for midstream assets

 

5.

BUSINESS.

 

Describe Briefly:

 

(a)

The general character of the business done by the registrant and its subsidiaries, separated as between the holding companies, public utility subsidiaries (as defined in the Act) and the various non-utility subsidiaries;

 

Information concerning the general character of the business of Black Hills Corporation and its subsidiaries can be found in Item 1 in the Form U1A, as amended, in File No. 70-10237 (filed December 28, 2004) and Items 1 and 2 in the Form 10-K for the year ended December 31, 2004, in File No. 001-31303, both of which are incorporated herein by reference.

 

 

- 4 -

 

 

 

(b)

Any substantial changes which may have occurred in the general character of the business of such companies during the preceding five years.

 

Information regarding any substantial changes which may have occurred in the general character of the business of Black Hills Corporation and its subsidiaries during the preceding five years can be found in the Form 10-Ks of Black Hills Corporation for each of the previous five years, which were previously filed with the Commission and which are incorporated herein by reference.

 

6.

PROPERTY.

 

Describe briefly the general character and location of the principal plants, properties and other important physical units of the registrant and its subsidiaries, showing separately (a) public utility and (b) other properties. If any principal plant or important unit is not held in fee, so state and describe how held.

 

Information concerning the general character and location of the principal plants, properties and other important physical units of Black Hills Corporation is available in Items 1 and 2 of Form 10-K for the year ended December 31, 2004, in File No. 001-31303, which is incorporated herein by reference. Additional information is also available in the 2004 FERC Form 1 which will be filed by April 25, 2005. This report will be filed by amendment to this filing.

 

7.

INTERSTATE TRANSACTIONS.

 

For each public utility company in the holding company system of the registrant which is engaged in the transmission of electric energy or gas in interstate commerce, furnish the following information for the last calendar year:

 

 

 

Electric Energy kwh

Gas mcf

Total Annual Sales

 

 

Interstate Transactions:**

 

 

 

 

Electric Energy kwh

Gas mcf

South Dakota

 

 

Delivered out of State

 

 

Received from out of State

 

 

 

 

Electric Energy kwh

Gas mcf

Wyoming

 

 

Delivered out of State

 

 

Received from out of State

 

 

 

 

Electric Energy kwh

Gas mcf

Nebraska

 

 

Delivered out of State

 

 

Received from out of State

 

 

 

**Show for each State in which the company operates, electric energy and/or gas transmitted out of state and received from out of state including all electric energy and/or gas delivered and received at State lines. Do not show net balance. If exact amounts are not known, give estimate.

 

The 2004 FERC Form 1 for Black Hills Power, Inc. will include information related to the interstate transmission of electricity which will be filed by April 25, 2005. This report will be filed by amendment to this filing.

 

 

- 5 -

 

 

 

Cheyenne Light, Fuel and Power Company, which was acquired by Black Hills Corporation on January 24, 2005, does not engage in the transmission of electric energy or gas interstate transactions and, therefore, no information is being reported for this public utility company.

 

No other subsidiary of Black Hills Corporation is a public utility company.

 

8.

SECURITIES.

 

(a)

Funded Debt. For each issue or series of funded debt, including funded debt secured by liens on property owned, whether or not such debt has been assumed: (Do not include here any contingent liabilities reported under paragraph 8(c)).

 

As of December 31, 2004

Columns E through I have been omitted, consistent with articulated Staff policy, Form U5B filings currently on file with the Commission and this registrant’s conversations with Staff.

 

Col. A

Col. B

Col. C

Col. D

Col. E-I

Name of Obligor

Title of Issue

Amount Authorized

Amount Issued

Less Retired

Omitted

Black Hills Corporation

Note payable to banks on revolving credit facilities, floating rate, due 2005

350,000,000

24,000,000

 

 

Senior unsecured notes:

 

 

 

 

      6.5% due 2013

250,000,000

224,756,000

 

Black Hills Power, Inc.

First mortgage bonds (secured):

 

 

 

 

      Series Y, 9.49% due 2018

6,000,000

3,970,000

 

 

      Series Z, 9.35% due 2021

35,000,000

28,305,000

 

 

      Series AC, 8.06% due 2010

30,000,000

30,000,000

 

 

      Series AE, 7.23% due 2032

75,000,000

75,000,000

 

 

Pollution control revenue bonds:

 

 

 

 

      2004 Pennington County, SD 4.8% due 2014

2,050,000

2,050,000

 

 

      Campbell County, WY, 4.8% due 2014

1,550,000

1,550,000

 

 

      2004 Weston County, WY, 4.8% due 2014

2,850,000

2,850,000

 

 

      2004 Campbell County, WY, 5.35% due 2024

12,200,000

12,200,000

 

 

      Series 1994A, City of Gillette, WY, floating rate, due 2024

3,000,000

2,855,000

 

 

Notes payable:

 

 

 

 

      Bear Paw Energy, Inc., floating rate, due 2012

539,000

426,000

 

Black Hills Wyoming, Inc.

Project financing debt:

 

 

 

 

      Wygen credit facility, floating rate due 2006-2008 (secured)

128,264,000

128,264,000

 

 

Long-term notes:

 

 

 

 

      Bear Paw Energy, Inc., floating rate due 2012

539,000

425,000

 

 

      GECC Financing, floating rate due 2010 (secured)

26,500,000

24,206,000

 

Black Hills Generation, Inc.

Long-term notes:

 

 

 

 

      GECC Financing, floating rate due 2010 (secured)

4,500,000

4,008,000

 

 

 

- 6 -

 

 

 

 

Black Hills Fountain Valley, LLC

Fountain Valley Power, LLC

E Next-A Equipment Leasing Company, LLC

Project financing debt:

      Fountain Valley project debt, floating rate due 2006 (secured)

144,600,000

82,661,000

 

Black Hills Colorado, LLC

Project financing debt:

 

 

 

 

      Valmont and Arapahoe project debt, floating rate due 2007 (secured)

135,000,000

124,565,000

 

Las Vegas Cogeneration II, L.L.C.

Long-term note:

 

 

 

 

      City of North Las Vegas, 6.0% due 2006

5,140,543

1,656,000

 

 

 

1,212,732,543

773,747,000

 

 

 

 

 

 

 

(b)

Capital Stock. For each class of capital stock including certificates of beneficial interest give information both in number of shares and in dollar amounts: (Do not include here any warrants, options or other securities reported under paragraph 8(d)).

 

As of December 31, 2004

Columns G through J have been omitted, consistent with articulated Staff policy, Form U5B filings currently on file with the Commission and this registrant’s conversations with Staff.

 

Col. A

Col. B

Col. C

Col. D

Col. E

Col. F

Col. G-J

Name of Issuer

Title of Issue

Amount Authorized by Charter

Amount Reserved for Options, Warrants, Conversions & Other Rights

Additional Amount Unissued

Amount Issued

Omitted

Black Hills Corporation

  Common stock, $1 par value

100,000,000

0

67,404,715

32,595,285

 

 

  Preferred stock, No par value

25,000,000

0

24,993,161

6,839

 

Black Hills Service Company, LLC

Membership interests

N/A

N/A

N/A

N/A

 

Black Hills Power, Inc.

  Common stock, $1 par value

50,000,000

0

26,583,604

23,416,396

 

 

  Preferred stock, $100 par value

270,000

0

270,000

0

 

 

  Preferred stock, No par value

400,000

0

400,000

0

 

Cheyenne Light, Fuel and Power Company

  Common stock, $0.01 par value

100

0

0

100

 

 

  Preferred stock, $100 par value

1,000,000

0

0

0

 

Black Hills Fiber Systems, Inc.

Common Stock,

$1 par value

500,000

0

489,000

11,000

 

Black Hills FiberCom, L.L.C.

Membership interest

N/A

N/A

N/A

N/A

 

BHFC Publishing, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Publishing Montana, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Energy, Inc.

Common stock,

$1 par value

500,000

0

499,000

1,000

 

Black Hills Generation, Inc.

Common stock,

$1 par value

50,000

0

40,000

10,000

 

Adirondack Hydro Development Corporation

Common stock,

$0.01 par value

10,000,000

0

6,258,650

3,741,350

 

 

 

- 7 -

 

 

 

 

NHP, LP

Partnership interest

N/A

N/A

N/A

N/A

 

Acquisition Partners, L.P.

Partnership interest

N/A

N/A

N/A

N/A

 

EIF Investors, Inc.

Common stock,

$0.01 par value

100,000

0

499,000

1,000

 

Black Hills Independent Power Fund, Inc.

Common stock,

$1 par value

1,000

0

0

1,000

 

Black Hills Pepperell Power Associates, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Fountain Valley, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Fountain Valley Power, LLC

Membership interest

N/A

N/A

N/A

N/A

 

E-Next A Equipment Leasing Company, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Fountain Valley II, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Colorado, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Valmont Colorado, Inc.

Common stock,

No par value

3,000

0

2,900

100

 

Black Hills Ivanpah, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Ivanpah GP, LLC

Membership interest

N/A

N/A

N/A

N/A

 

West Cascade Energy, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Idaho Operations, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Nevada Operations, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Ontario, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Harbor Cogeneration Company, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Southwest, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Nevada, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Desert Arc I, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Desert Arc II, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Las Vegas Cogeneration II, L.L.C.

Membership interest

N/A

N/A

N/A

N/A

 

Las Vegas Cogeneration Limited Partnership

Partnership interest

N/A

N/A

N/A

N/A

 

Las Vegas Cogeneration Energy Financing Company, L.L.C.

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Nevada Real Estate Holdings, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Sunco, Ltd., a Limited Liability Company

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Waterville Station, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Wyodak Resources Development Corp.

Common stock,

No par value

10,000

0

9,800

2,000

 

Black Hills Wyoming, Inc.

Common stock,

No par value

(Class A–Voting)

(Class B-Non-voting)

100,000

0

49,900

50,100

(50,098-Class A)

(2-Class B)

 

Daksoft, Inc.

Common stock,

$1 par value

500,000

0

474,000

26,000

 

 

 

- 8 -

 

 

 

 

Black Hills Exploration and Production, Inc.

Common stock,

$0.01 par value

5,000,000

0

4,959,422

40,578

 

Black Hills Gas Holdings Corp. (fka Mallon Resources Corporation)

Common stock,

No par value

1,000

0

0

1,000

 

Black Hills Gas Resources, Inc. (fka Mallon Oil Company)

Common stock,

$1 par value

100,000

0

99,900

100

 

Black Hills Cabresto Pipeline, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Energy Resources, Inc.

Common stock,

$1 par value

500,000

0

484,111

15,889

 

Black Hills Operating Company, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Energy Pipeline, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Millennium Pipeline, Inc.

Common stock,

$1 par value

500,000

0

499,100

900

 

Millennium Pipeline Company, L.P.

Partnership interest

N/A

N/A

N/A

N/A

 

Black Hills Energy Terminal, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Millennium Terminal, Inc.

Common stock,

$1 par value

500,000

0

499,990

10

 

Millennium Terminal Company, L.P.

Partnership interest

N/A

N/A

N/A

N/A

 

Black Hills Kilgore Energy Pipeline, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Kilgore Pipeline, Inc.

Common stock,

No par value

100

0

0

100

 

Black Hills Kilgore Pipeline Company, L.P.

Partnership interest

N/A

N/A

N/A

N/A

 

Enserco Energy Inc.

Common stock

$1 par value

17,000

0

10,000

7,000

 

Varifuel, LLC

Membership interest

N/A

N/A

N/A

N/A

 

Black Hills Midstream, LLC

Membership interest

N/A

N/A

N/A

N/A

 

 

(c)

Contingent Liabilities. A brief outline of the nature and amount of each contingent liability on account of endorsement or other guarantees of any securities.

 

Information regarding contingent liabilities is set forth in Item 8, Notes 21 and 22 of Form 10K for the year ended December 31, 2004, in File No. 001-31303, which is incorporated herein by reference.

 

(d)

Other Securities. A statement of the amount of warrants, rights or options and of any class of securities of the registrant and subsidiary companies not elsewhere herein described which is outstanding and/or authorized. A brief description of the provisions thereof should be included. Information need not be set forth under this item as to notes, drafts, bills of exchange or bankers’ acceptances which mature within nine months.

 

Information regarding the amount of warrants, rights or options outstanding as of December 31, 2004 is available in Item 8, Note 10, “Common Stock” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-31303, which is incorporated herein by reference.

 

 

- 9 -

 

 

 

Information regarding the Company’s Lines of Credit and the outstanding as of December 31, 2004 is available in Item 8, Note 8, “Notes Payable” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-31303, which is incorporated herein by reference.

 

9.

INVESTMENTS IN SYSTEM SECURITIES.

 

Give a tabulation showing the principal amount, par or stated value, the cost to the system company originally acquiring such security, and the number of shares or units, of each security, and the number of shares or units, of each security described under Item 8 that is held by the registrant and by each subsidiary company thereof as the record (or beneficiary) owner, and the amounts at which the same are carried on the books of each such owner. This information should be given as of the same date as the information furnished in answer to Item 8.

 

System Company

Investment Held

 

 

Quantity

Par Value

Cost

Book Value

Black Hills Corporation

Black Hills Service Company, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Corporation

Black Hills Power, Inc.

Common stock

23,416,396

1.00

65,467,207

170,836,188

Black Hills Corporation

Cheyenne Light, Fuel and Power Company

Common stock

100

0.01

0.00

0.00

Black Hills Corporation

Black Hills Fiber Systems, Inc.

Common stock

11,000

1.00

89,681,515

47,537,448

Black Hills Fiber Systems, Inc.

Black Hills FiberCom, L.L.C.

Membership Interest

100%

N/A

5,181,632

(66,622,475)

Black Hills Fiber Systems, Inc.

BHFC Publishing, LLC

Membership Interest

100%

N/A

100,000

1,552,746

Black Hills Fiber Systems, Inc.

Black Hills Publishing Montana, LLC

Membership Interest

100%

N/A

100,000

(50,462)

Black Hills Corporation

Black Hills Energy, Inc.

Common stock

1,000

1.00

384,666,419

530,135,907

Black Hills Energy, Inc.

Black Hills Generation, Inc.

Common stock

10,000

1.00

46,384,303

74,055,081

Black Hills Generation, Inc.

Adirondack Hydro Development Corporation

Common stock

3,741,350

0.01

0.00

0.00

Adirondack Hydro Development Corporation

NHP, LP

Partnership Interest

100%

N/A

0.00

0.00

Black Hills Generation, Inc.

Acquisition Partners, LP

Partnership Interest

100%

N/A

0.00

0.00

Black Hills Generation, Inc.

EIF Investors, Inc.

Common stock

1,000

0.01

3,229,984

6,748,279

Black Hills Generation, Inc.

Black Hills Independent Power Fund, Inc.

Common stock

1,000

1.00

0.00

0.00

Black Hills Generation, Inc.

Black Hills Pepperell Power Associates, LLC

Membership Interest

100%

N/A

9,947,564

2,356,167

Black Hills Generation, Inc.

Black Hills Fountain Valley, LLC

Membership Interest

100%

N/A

17,029,542

57,110,194

Black Hills Fountain Valley, LLC

Fountain Valley Power, LLC

Membership Interest

100%

N/A

(88,882,295)

(67,046,120)

Black Hills Fountain Valley, LLC

E-Next A Equipment Leasing Company, LLC

Membership Interest

100%

N/A

97,311,838

114,965,655

Black Hills Generation, Inc.

Black Hills Fountain Valley II, LLC

Membership Interest

100%

N/A

1,000

773

Black Hills Generation, Inc.

Black Hills Colorado, LLC

Membership Interest

100%

N/A

40,693,765

57,823,920

Black Hills Colorado, LLC

Black Hills Valmont Colorado, Inc.

Common stock

100

0.00

1,000

0.00

 

 

- 10 -

 

 

 

 

Black Hills Generation, Inc.

Black Hills Ivanpah, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Generation, Inc.

Black Hills Ivanpah GP, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Generation, Inc.

West Cascade Energy, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Generation, Inc.

Black Hills Idaho Operations, LLC

Membership Interest

100%

N/A

2,299,567

3,852,294

Black Hills Generation, Inc.

Black Hills Nevada Operations, LLC

Membership Interest

100%

N/A

0.00

461,653

Black Hills Generation, Inc.

Black Hills Ontario, LLC

Membership Interest

50%

N/A

(1,722,112)

(1,121,486)

Black Hills Generation, Inc.

Harbor Cogeneration Company, LLC

Membership Interest

100%

N/A

45,152,710

57,166,409

Black Hills Generation, Inc.

Black Hills Southwest, LLC

Membership Interest

100%

N/A

138,127,560

146,383,478

Black Hills Southwest, LLC

Black Hills Nevada, LLC

Membership Interest

100%

N/A

138,127,560

146,197,621

Black Hills Nevada, LLC

Desert Arc I, LLC

Membership Interest

50%

N/A

16,363,760

3,528,768

Black Hills Nevada, LLC

Desert Arc II, LLC

Membership Interest

50%

N/A

2,887,722

622,723

Black Hills Nevada, LLC

Las Vegas Cogeneration II, L.L.C.

Membership Interest

100%

N/A

57,772,482

60,994,892

Las Vegas Cogeneration II, LLC

Las Vegas Cogeneration Energy Financing, LLC

Membership Interest

100%

N/A

0.00

(30,280,909)

Desert Arc I and II, LLC

Las Vegas Cogeneration Limited Partnership

Partnership Interest

100%

N/A

19,251,483

4,151,492

Black Hills Nevada, LLC

Black Hills Nevada Real Estate Holdings, LLC

Membership Interest

100%

N/A

3,490,713

4,142,546

Black Hills Nevada, LLC

Sunco, Ltd., a Limited Liability Company

Membership Interest

100%

N/A

88,230

(2,283,298)

Black Hills Generation, Inc.

Black Hills Waterville Station, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Energy, Inc.

Wyodak Resources Development Corp.

Common stock

2,000

0.00

193,241,629

343,925,322

Wyodak Resources Development Corp.

Black Hills Wyoming, Inc.

Common stock

50,100

0.00

171,501,000

215,883,594

Wyodak Resources Development Corp.

Daksoft, Inc.

Common stock

26,000

1.00

1,881,000

2,007,459

Black Hills Energy, Inc.

Black Hills Exploration and Production, Inc.

Common stock

40,578

0.01

34,331,793

78,648,408

Black Hills Exploration and Production, Inc.

Black Hills Gas Holdings Corp.

Common stock

1,000

0.00

1,000

0.00

Black Hills Gas Holdings Corp.

Black Hills Gas Resources, Inc.

Common stock

100

1.00

12,257,043

17,579,130

Black Hills Gas Holdings Corp.

Black Hills Cabresto Pipeline, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Energy, Inc.

Black Hills Energy Resources, Inc.

Common stock

15,889

1.00

11,145,061

19,636,105

Black Hills Energy Resources, Inc.

Black Hills Operating Company, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Energy Resources, Inc.

Black Hills Energy Pipeline, LLC

Membership Interest

100%

N/A

2,910,000

16,302,452

 

 

- 11 -

 

 

 

 

Black Hills Energy Resources, Inc.

Black Hills Millennium Pipeline, Inc.

Common stock

900

1.00

156,000

270,710

Black Hills Energy Pipeline, LLC and

Black Hills Millennium Pipeline, Inc.

Millennium Pipeline Company, L.P.

Partnership Interest

100%

N/A

6,279,944

19,573,830

Black Hills Energy Resources, Inc.

Black Hills Energy Terminal, LLC

Membership Interest

100%

N/A

15,650

307,430

Black Hills Energy Resources, Inc.

Black Hills Millennium Terminal, Inc.

Common stock

10

1.00

1,000

3,350

Black Hills Energy Terminal, LLC and

Black Hills Millennium Terminal, Inc.

Millennium Terminal Company, L.P.

Partnership Interest

100%

N/A

0.00

309,911

Black Hills Energy Resources, Inc.

Black Hills Kilgore Energy Pipeline, LLC

Membership Interest

100%

N/A

0.00

1,034,146

Black Hills Energy Resources, Inc.

Black Hills Kilgore Pipeline, Inc.

Common stock

100

0.00

0.00

9,589

Black Hills Kilgore Pipeline, Inc. and

Black Hills Kilgore Energy Pipeline, LLC

Black Hills Kilgore Pipeline Company, L.P.

Partnership Interest

100%

N/A

6,646,114

8,136,778

Black Hills Energy, Inc.

Enserco Energy Inc.

Common stock

7,000

1.00

48,496,071

113,732,776

Enserco Energy Inc.

Varifuel, LLC

Membership Interest

100%

N/A

0.00

0.00

Black Hills Energy, Inc.

Black Hills Midstream, LLC

Membership Interest

100%

N/A

0.00

0.00

                

 

10.

INVESTMENTS IN OTHER COMPANIES.

 

Give a tabulation showing all investments of the registrant and of each subsidiary thereof in holding companies and in public utility companies which are not subsidiary companies of the registrant. Also show all other investments of the registrant and of each subsidiary thereof in the securities of any other enterprise, if the book value of the investment in any such enterprise exceeds 2% of the total debit accounts shown on the balance sheet of the company owing such investment or an amount in excess of $25,000 (whichever amount is the lesser). Give principal amount and number of shares or units and the cost of each issue of such securities to the system company originally acquiring such security, and amount at which carried on the books of the owner. List all such securities pledged as collateral for loans or other obligations and identify loans and obligations for which pledged. This information should be given as of the same date as the information furnished in answer to Item 8.

 

Information regarding investments in other companies is set forth in Item 8, Note 3 of Form 10-K for the year ended December 31, 2004, in File No. 001-31303, which is incorporated herein by reference.

 

11.

INDEBTEDNESS OF SYSTEM COMPANIES.

 

List each indebtedness of the registrant and of each subsidiary company thereof (other than indebtedness reported under Item 8, but as of the same date) where the aggregate debt owed by any such company to any one person exceeds $25,000 or an amount exceeding 2% of the total of the debit accounts shown on the balance sheet of the debtor (whichever amount is the lesser) but not including any case in which such aggregate indebtedness is less than $5,000 and give the following additional information as to each such indebtedness:

 

(a)

Debts owed to associate companies:

 

 

- 12 -

 

 

 

 

Name of Creditor

Name of Debtor

Amount Owed

Rate of Interest

Date of Maturity

Black Hills Corporation

Black Hills Fiber Systems, Inc.

3,949,802.76

3.65%

2005 (Demand Note)

Black Hills Fiber Systems, Inc.

Black Hills FiberCom, L.L.C.

40,000,000.00

4.90%

2005 (Demand Note)

Black Hills Fiber Systems, Inc.

Black Hills FiberCom, L.L.C.

133,295,553.42

5.65%

2005 (Demand Note)

BHFC Publishing, LLC

Black Hills Fiber Systems, Inc.

889,409.20

5.65%

2005 (Demand Note)

Black Hills Fiber Systems, Inc.

Black Hills Publishing Montana, LLC

380,243.55

5.65%

2005 (Demand Note)

Black Hills Wyoming, Inc.

Black Hills Corporation

619,707.64

3.65%

2005 (Demand Note)

Black Hills Wyoming, Inc.

Black Hills Generation, Inc.

131,147,353.00

5.65%

2005 (Demand Note)

Harbor Cogeneration Company, LLC

Black Hills Generation, Inc.

18,491,444.57

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Black Hills Pepperell Power Associates, LLC

48,437.30

5.65%

2005 (Demand Note)

Black Hills Idaho Operations, LLC

Black Hills Generation, Inc.

361,855.13

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

EIF Investors, Inc.

1,350,261.13

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Black Hills Colorado, LLC

300,605.03

5.65%

2005 (Demand Note)

Black Hills Ontario, LLC

Black Hills Generation, Inc.

1,637,500.89

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Black Hills Fountain Valley, LLC

45,000,000.00

5.65%

2005 (Demand Note)

Las Vegas Cogeneration Limited Partnership

Black Hills Generation, Inc.

3,896,488.45

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Sunco, Ltd., a Limited Liability Company

2,678,334.59

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Las Vegas Cogeneration II, L.L.C.

6,448,236.65

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Northridge Resources, LLC

180,502.75

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Hampton II, LLC

25,000.00

5.65%

2005 (Demand Note)

Black Hills Generation, Inc.

Las Vegas Cogeneration II, L.L.C.

50,000,000.00

5.25%

2005 (Demand Note)

Black Hills Nevada Operations, LLC

Black Hills Generation, Inc.

244,342.14

5.65%

2005 (Demand Note)

Black Hills Nevada Real Estate Holdings, LLC

Black Hills Generation, Inc.

437,703.19

5.65%

2005 (Demand Note)

Black Hills Nevada, LLC

Black Hills Generation, Inc.

517.47

5.65%

2005 (Demand Note)

Black Hills Corporation

Black Hills Exploration and Production, Inc.

63,326,956.48

3.65%

2005 (Demand Note)

Black Hills Exploration and Production, Inc.

Black Hills Gas Resources, Inc.

41,453,036.05

3.65%

2005 (Demand Note)

Black Hills Exploration and Production, Inc.

Black Hills Gas Holdings Corp.

24,129,054.62

3.65%

2005 (Demand Note)

Black Hills Corporation

Black Hills Power, Inc.

25,006,495.71

3.65%

2005 (Demand Note)

Black Hills Corporation

Wyodak Resources Development corp.

-

3.65%

2005 (Demand Note)

Enserco Energy Inc.

Black Hills Energy Pipeline, LLC

3,000,000.00

3.65%

2005 (Demand Note)

Enserco Energy Inc.

Black Hills Kilgore Energy Pipeline, LLC

7,000,000.00

3.65%

2005 (Demand Note)

Daksoft, Inc.

Black Hills Corporation

770,355.38

3.65%

2005 (Demand Note)

Black Hills Energy, Inc.

Black Hills Corporation

18,141,457.42

3.65%

2005 (Demand Note)

Black Hills Corporation

Black Hills Fiber Systems, Inc.

50,000,000.00

6.75%

2006

Black Hills Corporation

Black Hills Wyoming, Inc.

109,824,395.29

6.75%

2006

Black Hills Wyoming, Inc.

Black Hills Generation, Inc.

200,000,000.00

8.75%

2006

 

(b)

Debts owed to others:

 

 

- 13 -

 

 

 

None other than as reported in response to Item 8(a) above, which is incorporated herein by reference.

 

Name of Debtor

Name of Creditor

Amount Owed

Rate of Interest

Date of Maturity

 

 

 

 

 

 

Note: If any of the above-reported indebtedness is pledged as collateral or is secured by the pledge of any security not included in the answer to Item 8(a), Item 8(b) or Item 10, this information should be furnished by appropriate footnotes.

 

12.

PRINCIPAL LEASES.

 

Describe briefly the principal features each lease (omitting oil and gas leases) to which the registrant or any subsidiary company thereof is a party, which involves rental at an annual rate of more than $50,000 or an amount exceeding 1% of the annual gross operating revenue of such party to said lease during its last fiscal year (whichever of such sums is the lesser) but not including any lease involving rental at a rate of less than $5,000 per year.

 

Lessee

Lessor

Description

Annual Lease Payment

Black Hills Colorado, LLC

Xcel Energy

Land lease

177,692

Black Hills Energy Resources, Inc.

Regency Savoy Group Limited

Office lease

59,592

Black Hills Energy Resources, Inc.

Oil Tanking

Crude oil storage

1,037,219

Black Hills Exploration and Production, Inc.

Universal Compressions, Inc.

Compressor lease

103,723

Black Hills Exploration and Production, Inc.

Universal Compression, Inc.

Compressor lease

51,862

Black Hills Exploration and Production, Inc.

Universal Compression, LP

Compressor lease

272,190

Black Hills Gas Resources, Inc.

Universal Compression, Inc.

Compressor lease

185,850

Black Hills Gas Resources, Inc.

Hanover Compression, LP

Compressor lease

92,100

Black Hills Gas Resources, Inc.

Hanover Compression

Compressor lease

92,100

Black Hills Gas Resources, Inc.

Hanover Compression

Compressor lease

203,400

Black Hills Gas Resources, Inc.

Hanover Compression

Compressor lease

203,400

Black Hills Generation, Inc.

LaSalle National Bank

Office lease

99,280

Black Hills Generation, Inc.

CMD Realty Investment Fund II, L.P.

Office lease

643,212

Black Hills Pepperell Power Associates, LLC

Pepperell Realty, LLC

Land lease

100,000

Black Hills FiberCom, L.L.C.

D&B Investments

Building lease

281,160

Harbor Cogeneration Company, LLC

Port of Long Beach

Land lease

399,439

Black Hills Wyoming, Inc.

Wygen Funding, LLC

Synthetic power plant lease

4,400,000

 

13.

SECURITIES SOLD.

 

If, during the last five years, the registrant or any subsidiary company thereof, has issued, sold or exchanged either publicly or privately any securities having a principal amount, par, stated or declared value exceeding $1,000,000 or exceeding an amount equal to 10% of the total liabilities as shown by the

 

- 14 -

 

 

balance sheet of issuer at the time of such issue (whichever of such sums is the lesser), give the following information with respect to each such issue or sale:

 

Title of Issue

Amount Issued

or Sold

Proceed received by Issue per $100 Before Expenses

Expenses of Issuers per $100

Name of Principal Underwriters

or Purchasers

Underwriters Initial Offering Price

2000

 

 

 

 

 

  Black Hills Corporation Common Stock

33,777,000

(a)

N/A

N/A

N/A

  Black Hills Corporation Preferred Stock

4,000,000

(a)

N/A

N/A

N/A

2001

 

 

 

 

 

  Black Hills Corporation Common Stock

175,916,000

94.50%

1.13%

Credit Suisse First Boston, Lehman Brothers, CIBC World Markets, UBS

52.00

  Black Hills Corporation Common Stock

2,079,577

(b)

N/A

N/A

N/A

  Black Hills Corporation Preferred Stock

1,549,000

(b)

N/A

N/A

N/A

  Black Hills Corporation Common Stock

1,142,188

(c)

N/A

N/A

N/A

  Black Hills Corporation Common Stock

3,125,000

(d)

N/A

N/A

N/A

2002

 

 

 

 

 

Black Hills Power, Inc. Series AE First Mortgage Bonds

75,000,000

99.125%

0.360%

ABN AMRO Incorporated

100%

2003

 

 

 

 

 

  Black Hills Corporation Senior Unsecured Note

250,000,000

99.221%

0.320%

Credit Suisse First Boston, Lehman Brothers, ABN AMRO Incorporated

99.871%

  Black Hills Corporation Common Stock

124,200,000

95.25%

0.430%

Credit Suisse First Boston, Lehman Brothers

27.00

  Black Hills Corporation Common Stock

12,249,589

(e)

N/A

N/A

N/A

  Black Hills Corporation Common Stock

2,373,913

(b)

N/A

N/A

N/A

  Black Hills Corporation Preferred Stock

2,594,000

(b)

N/A

N/A

N/A

2004

 

 

 

 

 

  Black Hills Power, Inc., Pollution Control Revenue Bonds (Cambell County, WY)

1,550,000

98.875%

0.96%

LaSalle Capital Markets, Wells Fargo

100%

  Black Hills Power, Inc., Pollution Control Revenue Bonds (Cambell County, WY)

12,200,000

98.875%

0.96%

LaSalle Capital Markets, Wells Fargo

100%

  Black Hills Power, Inc., Pollution Control Revenue Bonds (Pennington County, SD)

2,050,000

98.875%

0.96%

LaSalle Capital Markets, Wells Fargo

100%

 

 

- 15 -

 

 

 

 

  Black Hills Power, Inc., Pollution Control Revenue Bonds (Weston County, WY)

2,850,000

98.875%

0.96%

LaSalle Capital Markets, Wells Fargo

100%

 

NOTES

(a)

As part of our acquisition of Indeck Capital, we issued 1.537 million shares of common stock and 4,000 shares of convertible preferred stock to the former stockholders of Indeck Capital.

(b)

Issued as part of the “earn-out” provisions of the Indeck Capital acquisition.

 

(c)

Issued as part of an employee stock grant.

 

(d)

Issued as part of a charitable contribution.

 

(e)

As part of our acquisition of Mallon Resources Corporation, we issued 481,509 shares of common stock.

(f)

Proceeds received are net of underwriting fees.

 

 

14.

AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES.

 

(a)

Summarize the terms of any existing agreement to which the registrant or any associate or affiliate company thereof is a party or in which any such company has a beneficial interest with respect to future distribution of securities of the registrant or of any subsidiary;

 

              Shareholders Agreement among Black Hills Corporation, Gerald R. Forsythe, Michelle R. Fawcett, Marsha Fournier, Monica Breslow, Melissa S. Forsythe and John W. Salyer, Jr.(Exhibit 8 to Schedule 13D filed on behalf of the former shareholders of Indeck Capital, Inc. consisting of Gerald R. Forsythe, Michelle R. Fawcett, Marsha Fournier, Monica Breslow, Melissa S. Forsythe and John W. Salyer, Jr., dated July 7, 2000) and Item 8, Note 21, “Commitments and Contingencies – Acquisition Earn-out Agreement” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-31303.

              Black Hills Corporation 1996 Stock Option Plan (filed as Exhibit 10(s) to the Registrant’s Form 10-K for 1997).

              Black Hills Corporation 1999 Stock Option Plan (filed as Exhibit 10.14 to the Registrant’s Form 10-K for 2000).

              Black Hills Corporation Omnibus Incentive Compensation Plan dated May 30, 2001 (filed as Exhibit 10.16 to the Registrant’s Form 10-K for 2001).

              Outside Directors Stock Based Compensation Plan (filed as Exhibit 10(t) to the Registrant’s Form 10-K for 1997). First and Second Amendments to the Outside Directors Stock Based Compensation Plan (filed as Exhibits 10.13 and 10.14 to the Registrant’s Form 10-K for 2003).

              Officers Short-Term Incentive Plan (filed as Exhibit 10(s) to the Registrant’s Form 10-K for 1999).

 

(b)

Describe briefly the nature of any financial interest (other than the ownership of securities acquired as a dealer for the purpose of resale) which any person with whom such agreement exists, has in the registrant or in any associate or affiliate company thereof.

 

The beneficiaries of the employment benefit plans referred to above may be deemed to have a financial interest in the Registrant or affiliate companies thereof by virtue of their employment relationship.

 

15.

TWENTY LARGEST HOLDERS OF CAPITAL STOCK.

 

As of a recent date (including such date for each class) give the following information with respect to the holders of each class of stock and/or certificates of beneficial interest of the registrant.

 

This information is provided as of December 31, 2004.

 

(a)

List the twenty largest holders in accordance with the table below:

 

 

- 16 -

 

 

 

 

Title of Issue

Holder of Record and Address

Number of Shares Owned

Percent of Class

Black Hills Corporation Common Stock

Cede & Co M

The Depository Trust Company

P.O. Box 20

Bowling Green Station

New York, NY 10274-0020

28,061,092.000

82.64

Black Hills Corporation Common Stock

Perc & Co

c/o Investment Plan Services

Attn: Chris Hensel

161 Concord Exchange N

South St. Paul, MN 55075-1102

926,060.537

2.73

Black Hills Corporation Common Stock

Gerald R. Forsythe

P.O. Box 4570

Barrington, IL 60011-4570

302,434.735

0.89

Black Hills Corporation Common Stock

Monica J. Breslow

1722 N. Winchester Avenue

Chicago, IL 60622-1344

108,819.000

0.32

Black Hills Corporation Common Stock

Melissa S. Forsythe

P.O. Box 4570

Barrington, IL 60011-4570

108,819.000

0.32

Black Hills Corporation Common Stock

Black Hills Corporation Foundation

P.O. Box 1400

Rapid City, SD 57702-1400

100,000.000

0.29

Black Hills Corporation Common Stock

Isador A. Deutch and Sylvia R. Deutch

TR UA Jun 15 81

The Isador Deutch & Sylvia Deutch Family Trust

1008 S. Alfred St.

Los Angeles, CA 90035-2567

57,000.00

0.17

Black Hills Corporation Common Stock

Daniel P. Landguth

23438 Sand Court

Rapid City, SD 57702-6596

40,026.524

0.12

Black Hills Corporation Common Stock

James A. Williams

911-1/2 S. Douglas Highway

Gillette, WY 82716-4905

39,632.049

0.12

Black Hills Corporation Common Stock

Dorothy A. Roskos

255 Texas Street, Apt. E370

Rapid City, SD 56601-7323

32,630.214

0.10

Black Hills Corporation Common Stock

Newbold Morris

P.O. Box 261

Teton Village, WY 83025-0261

22,750.000

0.07

Black Hills Corporation Common Stock

Everett E. Hoyt

4422 Carriage Hills Drive

Rapid City, SD 57702

21,232.012

0.06

Black Hills Corporation Common Stock

Robert H. Wotherspoon and

Joy A. Wotherspoon

Community Property

12 Pinecrest Drive

Fortuna, CA 95540-9203

20,592.778

0.06

Black Hills Corporation Common Stock

Nell V. Weidenhammer

TR UA Dec 16 93

Nell V. Weidenhammer Revocable Trust

P.O. Box 457

Garrett Park, MD 20896-0457

20,591.473

0.06

Black Hills Corporation Common Stock

Myron Jaffe and Lila W. Jaffe, JT TEN

66 Kings Grant

Fenwick Island, DE 19944-9521

19,820.612

0.06

 

 

- 17 -

 

 

 

 

Black Hills Corporation Common Stock

Ernest T. Moorey and

Josephine K. Moorey, JT TEN

P.O. Box 1060

Redding, CT 06875-1060

19,693.991

0.06

Black Hills Corporation Common Stock

Agnes Peregrine

RR 1, Box 2185

Rapid City, SD 57702-8863

19,269.000

0.06

Black Hills Corporation Common Stock

Harold D. Miller and

Cameron M. Miller, JT TEN

1416 Space Avenue

Rapid City, SD 57701-0591

18,154.991

0.05

Black Hills Corporation Common Stock

John E. Moye

16 Market Square, 6th Floor

400 – 16th Street

Denver, CO 80202-5014

16,989.000

0.05

Black Hills Corporation Common Stock

John R. Howard

23645 Strato Rim Drive

Rapid City, SD 57702-6537

16,864.122

0.05

 

(b)

Number of shareholders of record each holding 1,000 shares or more, and aggregate number of shares so held.

 

At December 31, 2004, there were 1,017 shareholders holding 1,000 shares or more. The aggregate number of shares held by these shareholders was 31,401,325.

 

(c)

Number of shareholders of record each holding less than 1,000 shares and the aggregate number of shares so held.

 

At December 31, 2004, there were 4,482 shareholders holding less than 1,000 shares. The aggregate number of shares held by these shareholders was 1,076,393.

 

 

16.

OFFICERS, DIRECTORS AND EMPLOYEES.

 

(a)

Position and Compensation of Offices and Directors. Give name and address of each director and officer (including any person who performs similar functions) of the registrant, of each subsidiary company thereof, and of each mutual service company which is a member of the same holding company system. Opposite the name of each such individual give the title of every such position held by him and briefly describe each other employment of such individual by each such company.

 

State the present rate of compensation on an annual basis for each director whose aggregate compensation from all such companies exceeds $1,000 per year, and of each officer whose aggregate compensation from such companies is at the rate of $20,000 or more per year. In the event any officer devotes only part of his time to a company or companies in the system this fact should be indicated by appropriate footnote. Such compensation for such part time should be computed on an annual rate and if such annual rate exceeds $20,000 the actual compensation as well as annual rate should also be reported.

 

The information provided in response to this Item is reported for Black Hills Corporation only; the compensation information is excluded; and only the name, address and current position/title of each officer and director are included, consistent with reporting practices in Form U5B filings currently on file with the Commission and this registrant’s understanding of Staff’s guidance to other registrants with respect to reporting requirements.

 

 

- 18 -

 

 

 

 

Officer/Director Name

Address

Company

Positions and Employments

Present Compensation (Annual Rate)

Daniel P. Landguth

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Chairman of the Board

Omitted

David R. Emery

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

President, Chief Executive Officer and Director

 

Linden R. Evans

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

President and Chief Operating Officer – Retail Business Segment

 

Thomas M. Ohlmacher

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

President and Chief Operating Officer – Wholesale Business Segment

 

Mark T. Thies

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Executive Vice President, Chief Financial Officer, and Chief Accounting Officer

 

Steven J. Helmers

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Senior Vice President and General Counsel

 

James M. Mattern

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Senior Vice President – Corporate Administration and Compliance

 

Russell L. Cohen

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Senior Vice President and Chief Risk Officer

 

Maurice T. Klefeker

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Senior Vice President – Strategic Planning and Development

 

Roxann R. Basham

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Vice President – Governance and Corporate Secretary

 

Perry S. Krush

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Vice President and Corporate Controller

 

Garner M. Anderson

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Vice President and Treasurer

 

Kyle D. White

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Vice President – Corporate Affairs

 

Bruce B. Brundage

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

David C. Ebertz

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

Jack W. Eugster

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

 

 

- 19 -

 

 

 

 

John R. Howard

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

Kay S. Jorgensen

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

Richard Korpan

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

Stephen D. Newlin

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

Thomas J. Zeller

c/o Black Hills Corporation

625 Ninth Street

Rapid City, SD 57701

Black Hills Corporation

Director

 

 

(b)

Compensation of Certain Employees. As to regular employees of such companies who are not directors or offices of any one of them, list the name, address and aggregate annual rate of compensation of all those who receive $20,000 or more per year from all such companies.

 

The response to this Item has been omitted consistent with reporting practices in Form U5B filings currently on file with the Commission and this registrant’s understanding of Staff’s guidance to other registrants with respect to reporting requirements.

 

Employee Name

Address

Company

Positions and Employments

Present Compensation (Annual Rate)

 

 

 

 

 

 

(c)

Indebtedness to System Companies. As to every such director, trustee or officer as aforesaid, who is indebted to any one of such companies, or on whose behalf any such company has now outstanding and effective any obligation to assume or guarantee payment of any indebtedness to another, and whose total direct and contingent liability to such company exceeds the sum of $1,000, give the name of such director, trustee, or officer, the name of such company and describe briefly the nature and amount of such direct and contingent obligations.

 

To the knowledge of the Company’s management, no such obligations exist.

 

(d)

Contracts. If any such director, trustee or officer as aforesaid:

 

(1)

has an existing contract with any such company (exclusive of an employment contract which provides for no compensation other than that set forth in paragraph (a) of this Item); or

 

(2)

either individually or together with the members of his immediate family, owns, directly or indirectly, 5% or more of the voting securities of any third person with whom any such company has an existing contract; or

 

(3)

has any other beneficial interest in an existing contract to which any such company is a party; describe briefly the nature of such contract, the names of the parties thereto, the terms thereof and the interest of such officer, trustee or director therein.

 

To the knowledge of the Company’s management, no such obligations exist.

 

 

- 20 -

 

 

 

(e)

Banking connections. If any such director, trustee or officer, is an executive officer, director, partner, appointee or representative of any bank, trust company, investment banker, or banking association or firm, or of any corporation a majority of whose stock having the unrestricted right to vote for the election of directors, is owned by any bank, trust company, investment banker, or banking association or firm, state the name of such director or officer, describe briefly such other positions held by him and indicate which of the rules under Section 17(c) authorizes the registrant and subsidiary companies of which he is a director or officer to retain him in such capacity.

 

To the knowledge of the Company’s management, no such relationships exist.

 

17.

INTERESTS OF TRUSTEES IN SYSTEM COMPANIES.

 

Describe briefly the nature of any substantial interest which any trustee under indentures executed in connection with any outstanding issue of securities of the registrant or any subsidiary thereof, has in either the registrant or such subsidiary, and any claim which any such trustee may have against registrant or any subsidiary; provided, however, that it shall not be necessary to include in such description any evidences of indebtedness owned by such trustee which were issued pursuant to such an indenture.

 

To the knowledge of the Company’s management, there are no such interests or claims.

 

18.

SERVICE, SALES AND CONSTRUCTION CONTRACTS.

 

As to each sales or construction contract (as defined in paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant and any subsidiary company thereof has had in effect within the last three months, describe briefly the nature of such contract, the name and address of the parties thereto, the dates of execution and expiration, and the compensation to be paid thereunder. Attach typical forms of any such contracts as an exhibit to this registration statement. If the other party to any such contract is a mutual service company or a subsidiary service company which is a member of the same holding company system as the registrant and as to which the Commission has made a favorable finding in accordance with Rule 13-22, specific reference may be made to the application or declaration filed by such company pursuant to Rule 13-22 and no further details need to be given as to such contracts.

 

The forms of Services Agreements to be utilized by Black Hills Services, LLC, and a table of existing contractual relationships among associate companies are incorporated herein by reference to Exhibits B-2 and I-3, respectively, of Form U1A, as amended (filed December 28, 2004), File No. 70-10237.

 

19.

LITIGATION.

 

Describe briefly any existing litigation of the following descriptions, to which the registrant or any subsidiary company thereof is a party, or of which the property of the registrant or any such subsidiary company is the subject, including the names of the parties and the court in which such litigation is pending:

 

(1)

Proceedings to enforce or to restrain enforcement of any order of a State commission or other governmental agency;

 

(2)

Proceedings involving any franchise claimed by any such company;

 

(3)

Proceedings between any such company and any holder, in his capacity as such, of any funded indebtedness or capital stock issued, or guaranteed by such company, or between any such company and any officer thereof;

 

(4)

Proceedings in which any such company sues in its capacity as owner of capital stock or funded indebtedness issues or guaranteed by any other company;

 

 

- 21 -

 

 

 

(5)

Each other proceeding in which the matter in controversy, exclusive of interest and costs, exceeds an amount equal to 2% of the debit amounts shown of the most recent balance sheet of such company.

 

Information regarding litigation involving Black Hills Corporation and its subsidiaries is available in Item 3 “Legal Proceedings” and Item 8, Note 21, “Commitments and Contingencies” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-31303 which is incorporated herein by reference.

 

- 22 -

 

 

 

EXHIBITS

 

EXHIBIT A:           Furnish a corporate chart showing graphically, relationships existing between the registrant and all subsidiary companies thereof as of the same date as the information furnished in the answer to Item 8. The chart should show the percentage of each class voting securities of each subsidiary owned by the registrant and by each subsidiary company.

 

A copy of a corporate chart showing the relationships between Black Hills Corporation and its subsidiaries is provided under cover of Form SE.

 

EXHIBIT B:           With respect to the registrant and each subsidiary company thereof, furnish a copy of the charter, articles of incorporation, trust agreement, voting trust agreement, or other fundamental document of organization, and a copy of its bylaws, rules and regulations, or other instruments corresponding thereto. If such documents do not set forth fully the rights, priorities and preferences of the holders of each class of capital stock described in the answer to Item 8(b) and those of the holders of any warrants, a copy of each certificate, resolution or other document establishing or defining such rights and limitations. Each document shall be in the amended form effective at the date of filing the registration statement or shall be accompanied by copies of any amendments to it then in effect.

 

In lieu of the exhibits required under Exhibit B, the jurisdiction of incorporation for Black Hills Corporation and each of its subsidiary companies, and a brief description of every subsidiary company of Black Hills Corporation is incorporated herein by reference to Items 4 and 5 of the Registration Statement, consistent with reporting practices in Form U5B filings currently on file with the Commission and this registrant’s understanding of Staff’s guidance to other registrants with respect to reporting requirements. The Articles and Amended and Restated Bylaws are incorporated by reference to File No. 333-52664.

 

EXHIBIT C:

 

(a)

With respect to each class of funded debt shown in the answers to Items 8(a) and 8(c), submit a copy of the indenture or other fundamental document defining the rights of the holders of such security, and a copy of each contract or other instrument evidencing the liability of the registrant or a subsidiary company thereof as endorser or guarantor of such security. Include a copy of each amendment of such document and of each supplemental agreement, executed in connection therewith. If there have been any changes of trustees thereunder, such changes, unless otherwise shown, should be indicated by notes on the appropriate documents. No such indenture or other document need be filed in connection with any such issue if the total amount of securities that are now, or may at any time hereafter, be issued and outstanding thereunder, does not exceed either $1,000,000 or an amount equal to 10% of the total of the debit accounts shown on the most recent balance sheet of the registrant or subsidiary company which issued or guaranteed such securities or which is the owner of property subject to the lien of such securities, whichever of said sums is the lesser.

 

(b)

As to each outstanding and uncompleted contract or agreement entered into by registrant or any subsidiary company thereof relating to the acquisition of any securities, utility-assets (as defined in Section 2(a)(18) of the Act), or any other interest in any business, submit a copy of such contract or agreement and submit details of any supplementary understandings or arrangements that will assist in securing an understanding of such transactions.

 

Exhibit C has been omitted consistent with reporting practices in Form U5B filings currently on file with the Commission and this registrant’s understanding of Staff’s guidance to other registrants with respect to reporting requirements.

 

EXHIBIT D: A consolidating statement of income and surplus of the registrant and its subsidiary companies for its last fiscal year ending prior to the date of filing this registration statement, together with a consolidating balance sheet of the registrant and its subsidiary companies as of the close of such fiscal year.

 

 

- 23 -

 

 

 

A consolidating balance sheet and income statement for Black Hills Corporation as of, or for the year ended December 31, 2004 is being filed in paper under cover of Form SE and confidential treatment is being requested pursuant to Rule 104(b), 17 C.F.R. § 250-104(b).

 

EXHIBIT E: For each public utility company and natural gas producing and pipe line property in the holding company system of the registrant, furnish the following maps (properties of associate companies operating in contiguous or nearby areas may be shown on the same map, provided property and service areas of each company are shown distinctively.)

 

(1)

Map showing service area in which electric service is furnished, indicating the names of the companies serving contiguous areas;

 

A map of service area of Black Hills Power, Inc. is filed herewith under cover of Form SE.

 

A map of service area of Cheyenne Light, Fuel and Power Company is filed herewith under cover of Form SE.

 

(2)

Electric system map showing location of electric property (exclusive of local distribution lines) owned and/or operated, and information as follows:

 

(a)

Generating plants—kind and capacity;

(Note—In stating electric capacities, use name plate rating when available.)

 

(b)

Transmission line—voltage, number of circuits, kind of supports, kind and size of conductors; (Note—Map legend should clearly state registrant’s basis for differentiation between transmission lines and distribution lines.)

 

(c)

Transmission substations—capacity;

 

(d)

Distribution substations—capacity;

 

(e)

Points of interconnection with all other electric utility companies and with all electrical enterprises operated by municipal or governmental agencies, giving names of such companies and enterprises;

 

A map depicting information responsive to Items 2(a)-(e) above for Black Hills Power, Inc. is filed herewith under cover of Form SE. In addition, information response to Item 2(a) is set forth in Items 1 and 2 of Form 10-K for the year ended December 31, 2004, in File No. 001-31303, which is incorporated herein by reference.

 

A map depicting information responsive to Items 2(a)-(e) above for Cheyenne Light, Fuel and Power Company is filed herewith under cover of Form SE.

 

(3)

Map showing service area in which gas service is furnished, indicating the names of the companies serving contiguous areas;

 

A map of service area of Cheyenne Light, Fuel and Power Company is filed herewith under cover of Form SE.

 

(4)

Gas system map showing location of gas property (exclusive of low pressure distribution lines) owned and/or operated, and information as follows:

 

(a)

Generating plants—kind and daily capacity;

 

(b)

Holders—kind and capacity;

 

 

- 24 -

 

 

 

(c)

Compressor stations—capacity in horsepower;

 

(d)

Transmission pipe lines—size, approximate average transmission pressure and the estimated daily delivery capacity of the system;

 

(e)

Points of interconnection with all other private and public gas utilities, pipe lines or producing enterprises, giving names of such companies and other enterprises;

 

(f)

General location and outline of gas producing and reserve areas and diagrammatic location of gathering lines.

 

A map depicting information responsive to Items 4(a)-(f) above for Cheyenne Light, Fuel and Power Company is filed herewith under cover of Form SE.

 

A map depicting information responsive to Items 4(a)-(f) above for Black Hills Exploration and Production, Inc. is filed herewith under cover of Form SE.

 

(The maps should suitably indicate all properties owned by the company and leased to others, and also all properties leased from others and operated by the company.

 

Where clarity will not be sacrificed, the information called for under (1) and (2) may be shown on one map and that under (3) and (4) on another map.

 

All maps should be in black and white, as of a specified recent date and drawn approximately to scale. In order that the geographical relations may be clear, indicate the boundaries of States and principal political subdivisions and locations of the more important municipalities in the region.)

 

EXHIBIT F: Furnish an accurate copy of each annual report for the last fiscal year ending prior to the date of the filing of this registration statement, which the registrant and each subsidiary company thereof has previously submitted to its stockholders. For companies for which no reports are submitted, the reason for omission should be indicated.

 

The 2004 Annual Report of Black Hills Corporation will be filed by amendment under cover of Form SE, when available.

 

EXHIBIT G: Furnish a copy of each annual report which the registrant and each public utility subsidiary company thereof shall have filed with any state commission having jurisdiction to regulate public utility companies for the last fiscal year ending prior to the date of filing this registration statement. If any such company shall have filed similar reports with more than one such State commission, the registrant need file a copy of only one of such reports provided that notation is made of such fact, giving the names of the different commission with which such report was filed, and setting forth any differences between the copy submitted and the copies filed with such other commissions. In the event any company submits an annual report to the Federal Energy Regulatory Commission but not to a State commission, a copy of such report should be furnished. In the case of a registrant or any public utility subsidiary company for which no report is appended the reasons for such omission should be indicated such as “No such reports required or filed.”

 

The following documents will be filed by amendment under cover of Form SE, when available:

 

FERC Form 1: Annual Report of Major Electric Utilities, Licensees and Others for the year ended December 31, 2004 for Black Hills Power, Inc.

 

FERC Form 1-F: Annual Report of Nonmajor Public Utilities and Licensees for the year ended December 31, 2004, for Cheyenne Light, Fuel and Power Company.

 

 

 

- 25 -

 

 

 

Wyoming Annual Report for Black Hills Power, Inc.

Montana Annual Report for Black Hills Power, Inc.

Wyoming Annual Report for Cheyenne Light, Fuel and Power Company

 

EXHIBIT H: Typical forms of service, sales or construction contracts described in answer to Item 18:

 

The forms of Services Agreements to be utilized by Black Hills Services, LLC and a table of existing contractual relationship among associate companies are incorporated herein by reference to Exhibits B-2 and I-3, respectively, of Form U1A, as amended, File No. 70-10237.

 

This registration statement comprises:

 

     (a)     Pages numbered 1 to 28, consecutively.
   (b)     The following Exhibits:   The Exhibits shown on the attached Exhibit Index.

 

- 26 -

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the registrant has caused this registration statement to be duly signed on its behalf in the city of Rapid City and state of South Dakota on the 28th day of March, 2005.

 

BLACK HILLS CORPORATION

 

 

By:

/s/ STEVEN J. HELMERS

 

Name:

Steven J. Helmers

 

Title:

Senior Vice President and General Counsel

ATTEST:

 

 

By:

/s/ ROXANN R. BASHAM

 

Name:

Roxann R. Basham

 

Title:

Vice President – Governance and

 

Corporate Secretary

 

 

 

STATE OF SOUTH DAKOTA

)

 

 

SS:

COUNTY OF PENNINGTON

)

 

 

VERIFICATION

 

The undersigned being duly sworn deposes and says that he has duly executed the attached registration statement dated March 28, 2005, for and on behalf of Black Hills Corporation; that he is the Senior Vice President and General Counsel of Black Hills Corporation and authorized to sign on its behalf; and that all action by stockholders, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

 

BLACK HILLS CORPORATION

 

 

By:

/s/ STEVEN J. HELMERS

 

Name:

Steven J. Helmers

 

Title:

Senior Vice President and General Counsel

{OFFICIAL SEAL}

 

Subscribed and sworn to before me, a Notary Public, this 28th day of March, 2005.

 

 

By:

/s/ JAYNE RISKE

 

 

My commission expires: 8/17/2007

 

- 27 -

 

 

 

INDEX OF EXHIBITS

 

 

EXHIBIT NO.

 

DESCRIPTION

A

Corporate chart of Black Hills Corporation (filed herewith on Form SE)

 

D

Consolidating balance sheet and income statement for Black Hills Corporation; Confidential treatment requested pursuant to Rule 104(b), 17 CFR § 250-104(b)

 

E-1

    Map of service area of Black Hills Power, Inc. (filed herewith on Form SE)

    Map of service area of Cheyenne Light, Fuel and Power Company (filed herewith on Form SE)

 

E-2

    Electric system map for Black Hills Power, Inc. (filed herewith on Form SE)

    Electric system map for Cheyenne Light, Fuel and Power Company (field herewith on Form SE)

 

E-3

Map of gas service area of Cheyenne Light, Fuel and Power Company (filed herewith on Form SE)

 

E-4

    Gas system map for Cheyenne Light, Fuel and Power Company (filed herewith on Form SE)

    Gas system map for Black Hills Exploration and Production, Inc. (filed herewith on Form SE)

 

 

 

 

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