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) January 31, 2008

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BLACK HILLS CORPORATION

(Exact name of registrant as specified in its charter)

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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):

 

 

 

1

 

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On January 31, 2008, Black Hills Corporation, Aquila, Inc. and Great Plains Energy Incorporated provided notices to each other initially and mutually extending the termination date under their Asset Purchase Agreement, Partnership Interests Purchase Agreement and Agreement and Plan of Merger (each of which are dated February 8, 2007) from February 6, 2008 to May 1, 2008.

 

 

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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.

 

 

 

 

3

 

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Exhibit Index

 

Exhibit #

 

 

4

 

 

MUTUAL NOTICE OF EXTENSION

This Mutual Notice of Extension (the “Notice”) is provided as of January 31, 2008, by and among Black Hills Corporation, a South Dakota corporation (“Black Hills”), Aquila, Inc., a Delaware corporation (“Aquila”), and Great Plains Energy Incorporated, a Missouri corporation (“Great Plains”).

Background

The parties have entered into an Agreement and Plan of Merger (“Merger Agreement), an Asset Purchase Agreement (“APA”) and a Partnership Interests Purchase Agreement (“PIPA”), each dated February 6, 2007. These agreements provide that each of them may be terminated at any time prior to the Effective Time (as defined in the agreements) if, among other things, the transactions contemplated by the agreements have not been consummated by the first anniversary of the agreements (the “Termination Date”). The agreements further provide that either Aquila or Great Plains may extend the Termination Date of the Merger Agreement, and either Aquila or Black Hills may extend the Termination Date of the APA and PIPA, from time to time up to a date not beyond 18 months after the dates of the agreements, if any of them determines that additional time is necessary to obtain any of the Material Company Regulatory Consents or the Material Parent Regulatory Consents (as defined in the Merger Agreement), or the Required Regulatory Approvals (as defined in the APA and PIPA).

Each of the parties has determined that additional time is necessary to obtain the Material Company Regulatory Consents, the Material Parent Regulatory Consents and the Required Regulatory Approvals, and each desires to initially extend the Termination Dates of the Merger Agreement, APA and PIPA.

Mutual Notice of Extension

Each of Aquila and Great Plains hereby provides written notice to the other, pursuant to Section 9.2 of the Merger Agreement, that the Termination Date, as defined in that agreement, is hereby initially extended to May 1, 2008.

Each of Black Hills and Aquila hereby provides written notice to the other and to Great Plains, pursuant to Sections 10.1(b) of the APA and the PIPA, that the Termination Date, as defined in those agreements, is hereby initially extended to May 1, 2008.

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IN WITNESS WHEREOF, this Mutual Notice of Extension has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.

 

BLACK HILLS CORPORATION

 

By: /s/ Steven J. Helmers

 

GREAT PLAINS ENERGY INCORPORATED

 

By: /s/ Terry Bassham

 

AQUILA, INC.

 

By: /s/ Christopher M. Reitz

 

 

1-LA/975924.1