SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission file number 1-3480
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
MDU RESOURCES GROUP, INC.
400 NORTH FOURTH STREET
BISMARCK, NORTH DAKOTA 58501
<PAGE>
CONTENTS
Required Information
Financial Statements:
Statements of Financial Condition -- December 31,
1994 and 1993
Statements of Income and Changes in Participants'
Equity -- Years ended December 31, 1994, 1993
and 1992
Notes to Financial Statements
Schedules -- Schedule I has been omitted because
the required information is shown in such
financial statements or the notes or supplemental
schedules thereto.
Schedule II -- Allocation of Plan Assets and
Liabilities to Investment Programs
Schedule III -- Allocation of Plan Income and
Changes in Plan Equity to Investment Programs
Report of Independent Public Accountants
Signature page
Exhibit:
Consent of Independent Public Accountants <PAGE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
1994 1993
Assets:
Investments -- (Schedule II)
MDU Resources Group, Inc. common
stock
(1994 -- 1,759,315 shares,
cost $36,580,556;
1993 -- 1,658,016 shares,
cost $32,827,415); . . . . . . . . . . . $47,731,283 $52,227,496
Other . . . . . . . . . . . . . . . . . . . . . 3,878,968 2,760,761
Cash. . . . . . . . . . . . . . . . . . . . . . . 3 68
Contributions receivable --
Employers . . . . . . . . . . . . . . . . . . . 83,086 73,296
Employees . . . . . . . . . . . . . . . . . . . 210,358 191,535
Dividends and interest receivable . . . . . . . . 707,662 649,260
$52,611,360 $55,902,416
Participants' equity:
Distributions due terminated
participants. . . . . . . . . . . . . . . . . . $ 1,747,667 $ 1,794,302
Active participants' equity . . . . . . . . . . . 50,863,693 54,108,114
$52,611,360 $55,902,416
The accompanying notes are an integral part
of these statements.
<PAGE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Years ended December 31,
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Investment income:
(Schedule III)
Dividends. . . . . . . . . . . . . . . $ 2,791,695 $ 2,510,415 $ 2,231,359
Interest . . . . . . . . . . . . . . . 24,039 34,835 22,838
Capital gains. . . . . . . . . . . . . 12,091 1,143 3,437
Other. . . . . . . . . . . . . . . . . (183) (465) (286)
Realized gain on
distributions . . . . . . . . . . . 996,155 762,719 271,144
Unrealized appreciation
(depreciation) on
investments . . . . . . . . . . . . (8,370,711) 7,552,520 2,495,116
(4,546,914) 10,861,167 5,023,608
Contributions: (Schedule III)
Employers. . . . . . . . . . . . . . . 1,081,356 929,657 879,097
Employees. . . . . . . . . . . . . . . 3,194,009 2,403,883 2,245,782
Total contributions. . . . . . . . . 4,275,365 3,333,540 3,124,879
Distributions to terminated
participants . . . . . . . . . . . . . (3,187,951) (2,219,246) (1,236,850)
Net transfers from Tax
Deferred Compensation
Savings Plan for
Collective Bargaining
Unit Employees . . . . . . . . . . . . 168,444 238,929 86,115
Increase (decrease) in
participants' equity . . . . . . . . . (3,291,056) 12,214,390 6,997,752
Participants' equity at
beginning of year. . . . . . . . . . . 55,902,416 43,688,026 36,690,274
Participants' equity at
end of year. . . . . . . . . . . . . . $52,611,360 $55,902,416 $43,688,026
The accompanying notes are an integral part
of these statements.
/TABLE
<PAGE>
1. Description of the Plan
The MDU Resources Group, Inc. Tax Deferred Compensation Savings
Plan (the Plan) was adopted on August 4, 1983, by the Board of
Directors of MDU Resources Group, Inc. (the Company) to provide a
means for deferred savings and investment by eligible employees
and to afford additional security for their retirement. The Plan
is a defined contribution plan established effective January 1,
1984, by the Company and its indirectly, wholly-owned subsidiary,
Knife River Coal Mining Company (Knife River). Effective January
1, 1985, Williston Basin Interstate Pipeline Company (Williston
Basin), another indirectly, wholly-owned subsidiary of the
Company, also began to participate in the Plan. The Company,
Knife River and Williston Basin are the Employers. Effective
January 1, 1988 (Effective Date), the Plan was amended and
restated to reflect the merger and transfer of eligible employees'
accounts of the MDU Resources Group, Inc. Employee Stock Ownership
Plan (ESOP) into the Plan. The fiscal year of the Plan (Plan Year)
is the calendar year.
The Board of Directors of the Company may amend or modify the
Plan, and the Board of Directors of the Company, Knife River or
Williston Basin may, at any time, terminate the Plan with respect
to the respective Employer.
The Plan is administered for the Company by a five-member
committee (the Committee) appointed by the Chief Executive Officer
of the Company.
Administrative expenses of the Plan are paid by the Employers,
however, fees or commissions associated with each of the
investment options are paid primarily by participants as a
deduction from the amount invested or an offset to investment
earnings.
The Plan contains two parts: 1) The Deferred Savings feature
which is the part of the Plan related to an eligible employee's
ability to defer a portion of the employee's current compensation
into a tax-free trust and 2) The ESOP feature which is the part of
the Plan related to participation in the ESOP, as merged into the
Plan as of the Effective Date.
Deferred Savings
Any employee who is at least 18 years of age, who has completed
at least one year of service with a minimum of 1,000 hours worked
and who is not a collective bargaining unit employee is eligible
to participate in the Plan. An eligible employee may elect to
participate in the Plan on January 1, April 1, July 1 or October 1
following completion of one year of service and by filing a
written election with the Committee to have savings contributions
made on the employee's behalf. A former participant or eligible
employee who is reemployed shall again become eligible to become a
participant on the first day of the month following the employee's
return to employment as an eligible employee.
Upon becoming a participant, and in January, April, July and
October of each subsequent year, each participant may, by filing a
written election with the Committee or via the Benefits Advantage
Hotline, authorize the participant's Employer to contribute to the
Plan on such participant's behalf by payroll reduction. The
Benefits Advantage Hotline is operated by the trustee, Norwest
Bank Minnesota, N.A. The Plan allows contributions by
participants varying from one percent (1%) through ten percent
(10%), in one percent increments, of eligible compensation for
each pay period. In addition, effective January 1, 1994, the Plan
began accepting rollover contributions from other qualified
retirement plans or an IRA that only holds assets distributed from
a qualified plan as adjusted for earnings, losses and gains
attributable thereto. Such savings contributions on behalf of a
participant are credited to the participant's Savings Contribution
Account. An election is made by each participant to allocate
contributions to any or all of the five available investment
options. The investment election made must be designated in ten
percent (10%) increments of the total amount contributed by the
participant to be invested in common stock of the Company, an
equity indexed mutual fund, a bond market indexed fund, a balanced
fund and a short-term investment fund. Such savings contributions
reduce, on a dollar-for-dollar basis, the participant's taxable
earnings in the year in which the savings contributions are
withheld. Eligible compensation is the employee's total
compensation (not in excess of $150,000) from the Employer,
unreduced by any savings contributions of the eligible employee to
the Plan, and any amount contributed by the Employer pursuant to a
salary reduction agreement and which is not includible in the
gross income of an employee, excluding other contributions to the
Plan, contributions to other employee benefit plans and certain
additional items of compensation which do not constitute direct
earnings.
A participant may authorize suspension of such participant's
savings contributions to the Plan for a minimum period of three
(3) months by filing a written election with the Committee or via
the Benefits Advantage Hotline. Such suspension of savings
contributions is effective no later than the first pay period
coincident with or next following 30 days after the election to
suspend is received by the Trustee or the Committee. Suspended
savings contributions may not be made up by savings contributions
at a later time.
Each participant's Employer makes a monthly contribution, equal
to fifty percent (50%) of such participant's monthly savings
contributions up to six percent (6%) of eligible compensation,
which is credited to such participant's Matching Contribution
Account. All matching contributions are invested in common stock
of the Company.
A participant's interest in a Savings Contribution Account or a
Matching Contribution Account is at all times fully vested and
nonforfeitable.
The Plan limits the elective deferral contribution for each
participant to the annual dollar limit as designated in Section
402(g) of the Internal Revenue Code (the Code) for the calendar
year. For each participant, contributions credited to an account
in any plan year, when aggregated with contributions under all
other qualified plans maintained by the Employers, cannot be
greater than the maximum contribution permitted by Section 415 of
the Code. The deduction for contributions to the Plan, when taken
together with all other contributions made by the Employer to
other qualified retirement plans, cannot exceed the maximum amount
deductible under Section 404 of the Code. The Plan also limits
the aggregate savings contributions which may be made on behalf of
highly compensated employees.
Once each month, the Employers pay all authorized contributions
withheld from the participants to the trustee to be held in trust
and invested for the respective accounts of the participants,
pursuant to the terms of the Trust Agreement executed with Norwest
Bank Minnesota, N.A. effective January 1, 1994. Contributions for
common stock, including the Employers' matching contribution, are
used by the trustee to purchase shares of MDU Resources Group,
Inc. common stock (MDU stock) directly in the open market. All
such market purchases may be made at such prices as the trustee
may determine in its sole and absolute discretion. Under the
terms of the Trust Agreement, the trustee may also purchase shares
of authorized but unissued common stock directly from the Company.
The funds contributed to the equity indexed mutual fund are
invested in the Vanguard Index-500 Portfolio (Vanguard), which
trades in the 500 common stocks listed on the Standard & Poor's
500 Composite Stock Price Index. The funds contributed to the
bond market indexed fund are invested through Mellon Bank in the
Dreyfus Bond Market Index Fund (Mellon), which invests in
corporate bonds which attempt to match the Lehman Brothers
Government/Corporate Bond Index. The funds contributed to the
balanced fund are invested in the Fidelity Balanced Fund
(Fidelity), which invests in high-yielding securities including
common stocks, preferred stocks and bonds. The funds contributed
to the short-term investment fund (STIF) are invested in short-
term high quality money market investments.
Any dividends, interest, gains, losses or other distributions
on the above mentioned investments and short-term investment
income allocated to a participant's accounts are reinvested in the
appropriate investment medium, which is credited to the
participant's accounts. As amounts are allocated to each
participant's accounts, they become fully vested.
The amount credited to a participant's Savings Contribution
Account and Matching Contribution Account shall become payable to
the participant or the participant's beneficiary/beneficiaries, as
applicable (see tax rules related to rollover options), upon
death, retirement, disability, or other termination of employment
with the Employers. The distribution of such amounts will be
either as a single sum or in annual installments over a period not
to exceed ten (10) years, as determined by the Committee based on
the needs and preference expressed by the participant or
designated beneficiary. Amounts credited to such accounts will be
paid as soon as practicable after such amounts are ascertained;
provided that such payment shall not be made prior to the
participant's attainment of age 65 without the written consent of
the participant if the value of such accounts exceeds $3,500.
Upon written application to the Committee, a participant may
make withdrawals from such participant's Savings Contribution
Account or Matching Contribution Account under certain conditions.
ESOP
Participation in the ESOP feature of the Plan is limited to
participants in the ESOP as of the Effective Date or the date as
of which an ESOP account is established under the Plan, whichever
is later.
As of the Effective Date, ESOP Accounts have been suspended and
no additional contributions shall be made by the Company to such
accounts, other than to reflect dividends or other earnings,
unless and to the extent the Company in its sole discretion shall
make additional contributions.
A participant's interest in an ESOP Account is at all times
fully vested and nonforfeitable.
The amount credited to a participant's ESOP Account shall
become payable to the participant or the participant's
beneficiary/beneficiaries, as applicable (see tax rules related to
rollover options), upon death, retirement, disability, or other
termination of employment with the Employers. The distribution of
such amounts will be either as a single sum or in annual
installments over a period not to exceed ten (10) years, as
determined by the Committee based on the needs and preference
expressed by the participant or designated beneficiary. The amount
credited to such account will be paid as soon as practicable after
such amount is ascertained; provided that such payment shall not be
made prior to the participant's attainment of age 65 without the
written consent of the participant if the value of such account
exceeds $3,500.
Each participant who has attained age 55 and who has completed
at least 10 years of participation under the ESOP or ESOP feature
of the Plan is entitled to elect the distribution of a percentage
of the value of the participant's ESOP Account attributable to
common stock acquired under the ESOP or ESOP feature after
December 31, 1986.
2. Summary of significant accounting policies
Investment valuation --
Investments held by the Plan are carried at market value.
Market value for Mellon is determined from several independent
pricing sources. Market value for STIF approximates cost. Market
value of the Plan's other investments are based on published market
quotations.
Contributions --
Employer and employee contributions are recorded by the Plan
when received or determined to be receivable. Employee
contributions are accumulated by the Employers through payroll
reductions.
Other --
Securities transactions are recorded on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned.
3. Investments
The cost basis for distributions from the Plan is calculated
using the average cost per participant. Information concerning
distributions to terminated participants and other participants
meeting certain conditions of the Plan during 1994, 1993 and 1992
was as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
MDU Stock:
Number of
shares 66,558 44,875 33,262 34,169 26,089 14,221
Market value $1,995,339 $1,302,291 $804,491 $1,027,066 $753,857 $343,559
Average cost $1,480,531 $928,280 $657,611 $553,429 $396,305 $209,401
Cash $152,158 $151,814 $82,936 $13,388 $11,284 $5,864
</TABLE>
The net changes in unrealized appreciation of Plan investments
during 1994, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Unrealized
appreciation
at
January 1 $11,586,491 $ 6,355,085 $4,660,334 $8,093,528 $5,772,414 $4,972,049
Change during
the year (5,720,965) 5,231,406 1,694,751 (2,649,746) 2,321,114 800,365
Unrealized
appreciation
at
December 31 $ 5,865,526 $11,586,491 $6,355,085 $5,443,782 $8,093,528 $5,772,414
</TABLE>
4. Federal income taxes
The Internal Revenue Service has issued a letter of
determination that the Plan meets the requirements of Sections
401(a) and 401(k) of the Code and that the related trust is exempt
from federal income taxes under Section 501(a) of the Code.
Contributions under the Plan and earnings of the trust will not be
taxable to the participants until distributed. Except
as stated below, any distribution made to a participant is taxable
as ordinary income in the year of distribution.
Under current law, the amount taxable as ordinary income may be
eligible for either a special five-year or ten-year averaging
method of taxation if the participant has participated in the Plan
for five years prior to the year in which the distribution is
received. Any net unrealized appreciation at the time of
distribution will be treated as long-term capital gain upon the
subsequent sale of the common stock (unless the participant has
previously elected to include this amount as income in the year of
distribution) and any further appreciation subsequent to the date
of distribution will be treated as long-term or short-term capital
gain depending on the participant's holding period.
Distributions from the Plan may qualify under the Code as
"eligible rollover distributions." An eligible rollover
distribution is a distribution paid directly from the Plan to an
Individual Retirement Account (IRA) or another employer plan that
accepts rollovers. If a participant chooses this option, such
participant is not taxed until the participant later receives a
distribution from the IRA or the employer plan.
The foregoing covers only the general federal income tax aspects
of Plan participation and distributions.
Based upon the provisions of the Tax Reform Act of 1986, certain
Plan amendments have been approved by the Board of Directors of the
Company so as to maintain the Plan as a qualified plan under the
Code. The Company filed the plan amendments with the Internal
Revenue Service in 1994 to receive final determination. The
Company believes the Plan, as amended, will remain exempt from
federal income tax.<PAGE>
SUPPLEMENTAL
SCHEDULES
<PAGE>
<TABLE>
Schedule II
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1994
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 815 1,114 612 308 193 29
Number of shares/
units 511,654 1,247,661 64,798 83,896 21,628 64,938 1,482,921 1,994,575
Cost $ 8,436,469 $28,144,087 $2,587,680 $793,268 $274,502 $64,939 $31,864,476 $40,300,945
Market value $13,880,250 $33,851,033 $2,784,408 $763,798 $265,824 $64,938 $37,730,001 $51,610,251
Cash 1 --- --- --- 1 1 2 3
Contributions
receivable --
Employers --- 83,086 --- --- --- --- 83,086 83,086
Employees --- 129,889 49,913 12,006 17,265 1,285 210,358 210,358
Dividends and
interest receivable 205,481 497,855 --- 4,017 --- 309 502,181 707,662
$14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
Participants' equity:
Distributions due
terminated
participants $ 501,455 $ 1,208,696 $ 15,576 $ 10,270 $ 11,670 $ --- $ 1,246,212 $ 1,747,667
Active participants'
equity 13,584,277 33,353,167 2,818,745 769,551 271,420 66,533 37,279,416 50,863,693
$14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
The accompanying notes are an integral part
of this schedule.
/TABLE
<PAGE>
<TABLE>
Schedule II
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1993
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Savings Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 832 996 553 276
Number of shares/
units 515,471 1,142,545 49,737 1,814 1,194,096 1,709,567
Cost $ 8,143,807 $24,683,608 $1,925,677 $555,146 $27,164,431 $35,308,238
Market value $16,237,335 $35,990,161 $2,179,958 $580,803 $38,750,922 $54,988,257
Cash 18 50 --- --- 50 68
Contributions
receivable --
Employers --- 73,296 --- --- 73,296 73,296
Employees --- 124,834 52,555 14,146 191,535 191,535
Dividends and
interest receivable 201,034 445,592 --- 2,634 448,226 649,260
$16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416
Participants' equity:
Distributions due
terminated
participants $ 587,451 $ 1,178,525 $ 23,465 $ 4,861 $ 1,206,851 $ 1,794,302
Active participants'
equity 15,850,936 35,455,408 2,209,048 592,722 38,257,178 54,108,114
$16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416
The accompanying notes are an integral part
of this schedule.
/TABLE
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1994
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 802,609 $ 1,884,703 $ 70,960 $ 29,186 $ 4,237 $ --- $ 1,989,086 $ 2,791,695
Interest 2,535 8,745 167 11,167 51 1,374 21,504 24,039
Capital gains --- --- 12,091 --- --- --- 12,091 12,091
Other --- --- (10) (145) --- (28) (183) (183)
Realized gain (loss) on
distribution 479,306 521,651 4,224 (9,026) --- --- 516,849 996,155
Unrealized depreciation
on investments (2,649,746) (5,599,607) (57,553) (55,127) (8,678) --- (5,720,965) (8,370,711)
(1,365,296) (3,184,508) 29,879 (23,945) (4,390) 1,346 (3,181,618) (4,546,914)
Contributions:
Employers --
MDU --- 720,221 --- --- --- --- 720,221 720,221
Williston Basin --- 175,905 --- --- --- --- 175,905 175,905
Knife River --- 185,230 --- --- --- --- 185,230 185,230
--- 1,081,356 --- --- --- --- 1,081,356 1,081,356
Employees --
MDU --- 1,194,383 473,220 103,707 120,328 5,903 1,897,541 1,897,541
Williston Basin --- 268,320 116,208 33,893 29,222 2,008 449,651 449,651
Knife River --- 462,587 211,680 161,117 8,224 3,209 846,817 846,817
--- 1,925,290 801,108 298,717 157,774 11,120 3,194,009 3,194,009
Total contributions --- 3,006,646 801,108 298,717 157,774 11,120 4,275,365 4,275,365
Distributions to
terminated
participants (1,040,454) (2,071,259) (53,547) (21,441) (1,250) --- (2,147,497) (3,187,951)
Transfers of
participants' equity:
Fund to fund --- 81,140 (190,274) (75,889) 130,956 54,067 --- ---
Plan to Plan 53,095 95,911 14,642 4,796 --- --- 115,349 168,444
Increase (decrease) in
participants' equity (2,352,655) (2,072,070) 601,808 182,238 283,090 66,533 (938,401) (3,291,056)
Participants' equity
at beginning of year 16,438,387 36,633,933 2,232,513 597,583 --- --- 39,464,029 55,902,416
Participants' equity
at end of year $14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
The accompanying notes are an integral part
of this schedule.
/TABLE
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1993
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Savings Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 780,816 $ 1,678,437 $ 51,162 $ --- $ 1,729,599 $ 2,510,415
Interest --- --- --- 34,835 34,835 34,835
Capital gains --- --- 1,143 --- 1,143 1,143
Other --- --- (10) (455) (465) (465)
Realized gain on distributions 363,469 395,807 3,443 --- 399,250 762,719
Unrealized appreciation
on investments 2,321,113 5,104,567 114,118 12,722 5,231,407 7,552,520
3,465,398 7,178,811 169,856 47,102 7,395,769 10,861,167
Contributions:
Employers --
MDU --- 675,823 --- --- 675,823 675,823
Williston Basin --- 175,143 --- --- 175,143 175,143
Knife River --- 78,691 --- --- 78,691 78,691
--- 929,657 --- --- 929,657 929,657
Employees --
MDU --- 1,113,838 508,800 128,763 1,751,401 1,751,401
Williston Basin --- 256,273 138,068 41,357 435,698 435,698
Knife River --- 158,257 47,823 10,704 216,784 216,784
--- 1,528,368 694,691 180,824 2,403,883 2,403,883
Total contributions --- 2,458,025 694,691 180,824 3,333,540 3,333,540
Distributions to terminated
participants (765,141) (1,414,028) (29,057) (11,020) (1,454,105) (2,219,246)
Transfers of participants' equity:
Fund to fund --- 121,180 (101,643) (19,537) --- ---
Plan to Plan 87,392 125,933 22,014 3,590 151,537 238,929
Increase in participants' equity 2,787,649 8,469,921 755,861 200,959 9,426,741 12,214,390
Participants' equity at
beginning of year 13,650,738 28,164,012 1,476,652 396,624 30,037,288 43,688,026
Participants' equity at
end of year $16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416
The accompanying notes are an integral part
of this schedule.
/TABLE
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1992
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Savings Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 736,368 $ 1,461,966 $ 33,025 $ --- $ 1,494,991 $ 2,231,359
Interest --- --- --- 22,838 22,838 22,838
Capital gains --- --- 3,437 --- 3,437 3,437
Other --- --- (10) (276) (286) (286)
Realized gain (loss) on
distributions 109,106 162,355 (275) (42) 162,038 271,144
Unrealized appreciation
on investments 800,365 1,636,486 57,290 975 1,694,751 2,495,116
1,645,839 3,260,807 93,467 23,495 3,377,769 5,023,608
Contributions:
Employers --
MDU --- 633,750 --- --- 633,750 633,750
Williston Basin --- 172,621 --- --- 172,621 172,621
Knife River --- 72,726 --- --- 72,726 72,726
--- 879,097 --- --- 879,097 879,097
Employees --
MDU --- 1,054,622 453,585 116,623 1,624,830 1,624,830
Williston Basin --- 248,217 125,144 43,196 416,557 416,557
Knife River --- 154,775 40,890 8,730 204,395 204,395
--- 1,457,614 619,619 168,549 2,245,782 2,245,782
Total contributions --- 2,336,711 619,619 168,549 3,124,879 3,124,879
Distributions to terminated
participants (349,423) (870,051) (16,806) (570) (887,427) (1,236,850)
Transfers of participants' equity:
Fund to fund --- (1,121) 15,653 (14,532) --- ---
Plan to Plan 43,549 40,510 2,026 30 42,566 86,115
Increase in participants' equity 1,339,965 4,766,856 713,959 176,972 5,657,787 6,997,752
Participants' equity at
beginning of year 12,310,773 23,397,156 762,693 219,652 24,379,501 36,690,274
Participants' equity at
end of year $13,650,738 $28,164,012 $1,476,652 $396,624 $30,037,288 $43,688,026
The accompanying notes are an integral part
of this schedule.
/TABLE
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To MDU Resources Group, Inc.:
We have audited the accompanying statements of financial condition
of MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS
PLAN as of December 31, 1994 and 1993, and the related statements
of income and changes in participants' equity for each of the
three years in the period ended December 31, 1994. These
financial statements and the supplemental schedules referred to
below are the responsibility of the Plan Administrator. Our
responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MDU
Resources Group, Inc. Tax Deferred Compensation Savings Plan as of
December 31, 1994 and 1993, and the results of its operations and
the changes in its participants' equity for each of the three
years in the period ended December 31, 1994 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules are presented for purposes of additional analysis and
are not a required part of the basic financial statements. This
information has been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
March 22, 1995<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the Tax Deferred Compensation Savings Plan committee has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION
SAVINGS PLAN
Date: March 29, 1995 By /s/ Douglas C. Kane
Douglas C. Kane (Chairman)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Registration Statement (Form S-8
No. 33-53896).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
March 29, 1995