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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 7, 2006
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BLACK HILLS CORPORATION
(Exact name of registrant as specified in its charter)
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South Dakota | ||||
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(State or other jurisdiction of incorporation)
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001-31303 |
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46-0458824 | ||
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(Commission File Number) |
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(IRS Employer Identification No.) | ||
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625 Ninth Street, PO Box 1400 Rapid City, South Dakota (Address of principal executive offices)
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57709-1400 (Zip Code) | ||
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605.721.1700 | ||||
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(Registrant’s telephone number, including area code) | ||||
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Not Applicable | ||||
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(Former name or former address, if changed since last report) | ||||
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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 (see General Instruction A.2. below):
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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)) |
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Item 8.01. |
Other Events. |
On February 7, 2006, Black Hills Corporation issued a press release announcing it entered into a confidentiality agreement with NorthWestern Corporation.
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Item 9.01 |
Financial Statements and Exhibits. |
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(c) |
Exhibits |
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99 |
Press Release dated February 7, 2006. |
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SIGNATURES
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 hereunto duly authorized.
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BLACK HILLS CORPORATION |
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By: /s/ Mark T. Thies |
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Mark T. Thies |
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Executive Vice President |
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and Chief Financial Officer |
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Date: February 7, 2006 |
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Exhibit Index
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Exhibit No. |
Description
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99 |
Press Release dated February 7, 2006 |
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BLACK HILLS CORPORATION SIGNS CONFIDENTIALITY AGREEMENT
WITH NORTHWESTERN CORPORATION
RAPID CITY, SD—February 7, 2006—Black Hills Corporation (NYSE: BKH) announced today that it had entered into a confidentiality agreement with NorthWestern Corporation (Nasdaq: NWEC).
ABOUT BLACK HILLS CORPORATION
Black Hills Corporation is a diversified energy company. Black Hills Energy, the wholesale energy business unit, generates electricity, produces natural gas, oil and coal, and markets energy. Our retail businesses are Black Hills Power, an electric utility serving western South Dakota, northeastern Wyoming and southeastern Montana; and Cheyenne Light, Fuel & Power, an electric and gas distribution utility serving the Cheyenne, Wyoming vicinity. More information is available at our Internet web site: www.blackhillscorp.com.
ADDITIONAL INFORMATION
Investors and securityholders are urged to read the disclosure documents regarding the proposed merger when they become available because they will contain important information. Investors and securityholders will be able to obtain a free copy of such disclosure documents when they become available, as well as other filings containing information about Black Hills and NorthWestern, without charge, at the SEC’s internet site (http://www.sec.gov). Copies of the disclosure documents and the filings with the SEC that will be incorporated by reference in such disclosure documents can also be obtained without charge, when they become available, by directing a request to Shareholder Relations, Black Hills Corporation, P.O. Box 1400, Rapid City, SD 57709, Telephone Number: (605) 721-1700.
The directors and executive officers of Black Hills may be deemed to be participants in the solicitation of proxies from Black Hills shareholders and NorthWestern stockholders in respect of the proposed merger. Information regarding the directors and executive officers of Black Hills is currently available in its proxy statement filed with the SEC by Black Hills on April 15, 2005. Other information regarding the participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the disclosure documents and other relevant materials that will be filed by Black Hills with the SEC when they become available.
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