SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 18, 2008
OTTER TAIL CORPORATION
(Exact name of registrant as specified in its charter)
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| Minnesota
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0-00368
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41-0462685 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 215 South Cascade Street, P.O. Box 496, Fergus Falls, MN
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56538-0496 |
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(Zip Code) |
Registrant’s telephone number, including area code: (866) 410-8780
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events
On September 18, 2008 Otter Tail Corporation (the “Company”) entered into a Purchase Agreement
(the “Purchase Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W.
Baird & Co. Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo
Securities, LLC and KeyBanc Capital Markets Inc. (collectively, the “Underwriters”), relating to
the issuance and sale of 4,500,000 of the Company’s common shares, $5 par value per share (the
“Initial Securities”). The Company also granted the Underwriters a 30-day option to purchase up to
an additional 675,000 of its common shares for the purpose of covering overallotments, if any (the
“Option Securities” and together with the Initial Securities, the “Securities”). On September 22,
2008, the Underwriters exercised in full their option to purchase the Option Securities. The sale
of the Securities, which is subject to customary closing conditions, is expected to close on
September 24, 2008.
The Securities were offered at a public offering price of $30.00 per share, with net proceeds
before expenses to the Company of $28.9125 per share. The net proceeds to the Company from the
offering, after payment of estimated offering expenses, of approximately $149,222,188 (including
the net proceeds from the exercise in full of the Underwriters’ overallotment option), will be used
to finance Otter Tail Power Company’s construction of the Ashtabula Wind Center in Barnes County,
North Dakota, the expansion of the wind tower manufacturing facilities of DMI Industries, Inc. in
Tulsa, Oklahoma, and West Fargo, North Dakota, and to fund working capital needs of the Company’s
other businesses.
The Securities will be issued pursuant to the prospectus supplement filed September 19, 2008,
in connection with the Registration Statement on Form S-3, Registration No. 333-116206, as amended
(the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits to the Registration Statement are being filed with this Current Report
on Form 8-K.
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Purchase Agreement, dated as of September 18, 2008, by and among Otter Tail
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W. Baird &
Co. Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells
Fargo Securities, LLC and KeyBanc Capital Markets Inc. |
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5.1 |
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Opinion of Dorsey & Whitney LLP |
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