-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FR9YsoxdWIb/s8W22MVlHuqxlkF+9csC3dr/FFf5+hplAz/wDKAakFDB4OcXABd/ e30dp9LJNSaedD8MMio7rQ== 0001130464-08-000040.txt : 20080201 0001130464-08-000040.hdr.sgml : 20080201 20080131190135 ACCESSION NUMBER: 0001130464-08-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HILLS CORP /SD/ CENTRAL INDEX KEY: 0001130464 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 460458824 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31303 FILM NUMBER: 08565734 BUSINESS ADDRESS: STREET 1: 625 9TH STREET STREET 2: PO BOX 1400 CITY: RAPID CITY STATE: SD ZIP: 57709 BUSINESS PHONE: 6057212343 MAIL ADDRESS: STREET 1: 625 9TH STREET STREET 2: PO BOX 1400 CITY: RAPID STATE: SD ZIP: 57709 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HILLS HOLDING CORP DATE OF NAME CHANGE: 20001222 8-K 1 bhcform8k013108.htm

 

 

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) January 31, 2008

____________

 

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 1.01

Entry into a Material Definitive Agreement

 

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.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

10

Mutual Notice of Extension provided as of January 31, 2008, by and among Black Hills Corporation, Aquila, Inc. and Great Plains Energy Incorprated.

 

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/ Steven J. Helmers

 

Steven J. Helmers

 

Senior Vice President

 

and General Counsel

 

 

Date: January 31, 2008

 

 

 

3

 

Exhibit Index

 

Exhibit #

10

Mutual Notice of Extension provided as of January 31, 2008, by and among Black Hills Corporation, Aquila, Inc. and Great Plains Energy Incorporated.

 

 

4

 

 

 EX-10 2 ex10.htm

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.

[signature page follows]

 

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

 

Name: Steven J. Helmers

 

Title:

Senior Vice President and General Counsel

 

GREAT PLAINS ENERGY INCORPORATED

 

By: /s/ Terry Bassham

 

Name:

Terry Bassham

 

Title:

Executive Vice President – Finance and Strategic

 

Development and Chief Financial Officer

 

AQUILA, INC.

 

By: /s/ Christopher M. Reitz

 

Name:

Christopher M. Reitz

 

Title:

Senior Vice President, General Counsel and Secretary

 

 

1-LA/975924.1

 

 

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