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UNITED STATES

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) March 14, 2007

____________

 

BLACK HILLS CORPORATION

(Exact name of registrant as specified in its charter)

____________

 

South Dakota

(State or other jurisdiction of incorporation)

001-31303

 

46-0458824

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

625 Ninth Street, PO Box 1400

Rapid City, South Dakota

(Address of principal executive offices)

57709-1400

(Zip Code)

605.721.1700

(Registrant’s telephone number, including area code)

 

 

 

Not Applicable

(Former name or former address, if changed since last report)

____________

 

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):

 



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

1

 


 

 

Item 5.04

Temporary Suspension of Trading under Registrant’s Employee Benefit Plans

 

Black Hills Corporation (the “Company”) has determined to retain a new recordkeeper for its Black Hills Corporation and Cheyenne Light, Fuel and Power Company Retirement Savings Plans (the “401(k) Plans”). In connection with transitioning services to the new recordkeeper, there will be a blackout period during which participants in the Plans will be temporarily unable to direct or to diversify investments in their individual accounts, including accounts that hold the Company’s common stock. The blackout period is expected to begin on April 19, 2007 and end the week of May 7, 2007.

 

In accordance with the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on March 16, 2007, the Company notified its directors and executive officers of a corresponding blackout period with respect to shares of the Company’s common stock. Attached hereto as Exhibit 99 and incorporated by reference herein is a copy of the Blackout Notice.

 

The Company received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on March 14, 2007.

 

During the blackout period and the two year period following the ending date of the blackout period, stockholders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the director and executive officer blackout period by contacting Roxann R. Basham at (605) 721-2300.

 

Item 9.01

Financial Statements and Exhibits

 

 

(d)

Exhibits

 

 

99

Notice of Blackout Period dated March 16, 2007

 

2

 


 

 

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.

 

 

 

BLACK HILLS CORPORATION

 

 

 

 

 

By:  /s/ Mark T. Thies

 

Mark T. Thies

 

Executive Vice President

 

and Chief Financial Officer

 

 

Date:  March 16, 2007

 

 

 

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Exhibit Index

 

Exhibit Number

Title of Document

 

 

99

Notice of Blackout Period dated March 16, 2007

 

 

 

4

 

 

 

 

BLACK HILLS CORPORATION

P.O. BOX 1400

625 NINTH STREET

RAPID CITY, SOUTH DAKOTA 57709

 

 

To:

Directors and Executive Officers of Black Hills Corporation

 

From:

Roxann R. Basham

 

Date:

March 16, 2007

 

Subject:

Notice of Blackout Period

 

 

In connection with the Black Hills Corporation and Cheyenne Light, Fuel and Power Company Retirement Savings Plans (the “401(k) Plans”) conversions to a new recordkeeper, Schwab Retirement Plan Services, there will be a blackout period during which participants in the 401(k) Plans will be temporarily prohibited from making any transactions in their individual 401(k) Plan accounts relating to Black Hills Corporation common stock.

 

According to the Sarbanes-Oxley Act and SEC regulation, during the same period of time, Directors and Executive Officers of the Company are prohibited from directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity security of Black Hills Corporation, if the Director or Executive Officer acquires or previously acquired such equity security in connection with his or her service or employment as a Director or Executive Officer (the “D&O Blackout”). Regulation BTR interprets this concept very broadly and establishes a presumption that any sale or other transfer of equity securities by a Director or Executive Officer during a blackout period violates the trading prohibition. Any equity securities of Black Hills Corporation that you sell or otherwise transfer during the D&O Blackout will be considered to have been acquired by you in connection with your service or employment as a Director or Executive Officer, unless you can establish that the securities were acquired from another source. To establish that an equity or derivative security was not so acquired, you must identify its source and demonstrate that you have utilized the same specific identification for any purpose related to the transaction (such as tax reporting and any applicable disclosure and reporting requirements).

 

This suspension will specifically, among others, affect the following equity transactions:

 

•

the purchase of Black Hills Corporation common stock by some Directors with a portion of their monthly Board retainer;

•

the granting of any equity securities to Directors or Executive Officers;

 


Directors & Executive Officers

March 16, 2007

Page 2

 

 

 

•

the exercise of stock options by Executive Officers, unless pursuant to a 10b5-1 Plan, provided the Plan was not entered into or modified during the blackout period, or while aware of the actual or approximate beginning or ending dates of the blackout period;

•

the use of share-withholding for the payment of taxes associated with the vesting of restricted stock; and

•

the purchase, sale or transfer of Black Hills Corporation common stock.

 

Notice is hereby given as follows:

 

1.

The D&O Blackout is scheduled to begin on April 19, 2007 and is expected to end the week of May 7, 2007. This D&O Blackout period overlaps with a portion of the Company’s regularly scheduled trading blackout period for the first quarter.

 

2.

You may obtain information as to whether the blackout period has ended by contacting Roxann R. Basham.

 

3.

If you have any questions regarding this notice or whether a transaction involving Black Hills Corporation common stock is prohibited during the D&O Blackout period, please contact Roxann R. Basham at (605) 721-2343, rrbasham@bh-corp.com, Black Hills Corporation, PO Box 1400, Rapid City, SD 57709.