As filed with the Securities and Exchange Commission on October 13, 1995
REGISTRATION NO. 33-53896
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1*
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0423660
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 North Fourth Street
Bismarck, North Dakota 58501
(Address of principal executive offices) (Zip Code)
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
(Full title of the plan)
HAROLD J. MELLEN, JR. JOHN A. SCHUCHART
President and Chief Executive Officer Chairman of the Board
MDU Resources Group, Inc. MDU Resources Group, Inc.
400 North Fourth Street 400 North Fourth Street
Bismarck, North Dakota 58501 Bismarck, North Dakota 58501
(701) 222-7900 (701) 222-7900
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
----------------------
IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES
OF ALL NOTICES, ORDERS AND COMMUNICATIONS TO:
RICHARD M. FARMER
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2240
=========================================================================
* This Post-Effective Amendment No. 1 is filed pursuant to Rule 416(b)
under the Securities Act of 1933, as amended, with respect to shares of
Common Stock of the registrant, and the Preference Share Purchase Rights
attached thereto, and reflects a three-for-two split of the registrant's
Common Stock effective October 13, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by MDU Resources Group,
Inc. (Company) and the MDU Resources Group, Inc. Tax Deferred Compensation
Savings Plan (Plan) with the Securities and Exchange Commission
(Commission) pursuant to the Securities Exchange Act of 1934, as amended
(1934 Act), are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1995; and
(c) the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1994.
All documents subsequently filed by the Company or the Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the respective dates of filing of such
documents; provided, however, that the documents enumerated above or
subsequently filed by the Company or the Plan pursuant to Section 13 or
15(d) of the 1934 Act prior to the filing with the Commission of the
Company's most recent Annual Report on Form 10-K or the Plan's most recent
Annual Report on Form 11-K, as the case may be, shall not be incorporated
by reference in this registration statement or be a part hereof from and
after the date of filing of such Annual Report on From 10-K or Annual
Report on Form 11-K, as the case may be.
Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF COMMON STOCK AND PREFERENCE SHARE PURCHASE RIGHTS.
The Company's authorized capital stock consists of 75,000,000 shares
of Common Stock, $3.33 par value, 500,000 shares of Preferred Stock, $100
par value, 1,000,000 shares of Preferred Stock A, without par value, and
500,000 shares of Preference Stock, without par value.
There presently are no shares of Preference Stock or Preferred Stock A
outstanding. At October 13, 1995, there were outstanding 28,476,981 shares
of Common Stock; 21,000 shares of 5.10% Preferred Stock; 100,000 shares of
4.50% Preferred Stock; and 50,000 shares of 4.70% Preferred Stock.
The following statements are summaries of certain provisions with
respect to the Common Stock of the Company contained in its Certificate of
Incorporation, as amended, as affected by certain rights of the holders, if
any, of the Company's Preferred Stock, Preferred Stock A and Preference
Stock and by certain provisions of its Indenture of Mortgage dated as of
May 1, 1939, between the Company and the New York Trust Company (The Bank
of New York, successor Corporate Trustee) and A.C. Downing (W.T.
Cunningham, successor Co-Trustee) as restated in the Forty-Fifth
Supplemental Indenture, dated as of April 21, 1992 (Indenture of Mortgage).
Such statements, which do not purport to be complete, are subject in all
respects to the full provisions of the Certificate of Incorporation, as
amended, and the Indenture of Mortgage, to which reference is made, and to
the laws of the State of Delaware.
Dividends may be paid on the Common Stock as determined by the Board
of Directors out of funds legally available therefor but only if full
dividends on all outstanding series of the Preferred Stock, Preferred Stock
A and Preference Stock for the then current and all prior dividend periods
and any required sinking fund payments with respect to any outstanding
series of such Preferred Stock, Preferred Stock A or Preference Stock have
been paid or provided for. The Company's Indenture of Mortgage contains
certain restrictions upon, among other things, the payment or declaration
of cash dividends on shares of the Company's Common Stock.
The holders of the Common Stock have exclusive voting rights on the
basis of one vote per share, except as may be fixed and determined by the
Board of Directors in respect of series of the Preferred Stock and
Preferred Stock A or as set forth in the Certificate of Incorporation, as
amended, with respect to the Preference Stock or as otherwise provided by
law.
Whenever the cumulative dividends on any outstanding series of the
Preferred Stock, Preferred Stock A or Preference Stock are in default and
unpaid, in whole or in part, for a period of one year, the holders of the
Preferred Stock and Preferred Stock A, or Preference Stock, as the case may
be, shall be entitled to the same voting rights as the holders of the
Common Stock, namely one vote for each share of Preferred Stock, Preferred
Stock A or Preference Stock held, which right continues until all arrears
in the payment of the cumulative dividends shall have been paid and the
dividends thereon for the current dividend period shall have been declared
and the funds for the payment thereof set aside. In addition, the consent
of the holders, if any, of specified percentages of certain series of the
Preferred Stock and Preferred Stock A is required in connection with
certain amendments to the Company's Certificate of Incorporation, as
amended, and certain increases in authorized amounts or changes in stock
senior to the Common Stock.
The holders of the Common Stock are entitled in liquidation to share
ratably in the assets of the Company after required preferential payments
to the holders, if any, of the Preferred Stock, Preferred Stock A and
Preference Stock.
The Common Stock has no preemptive or conversion rights and there are
no redemption or sinking fund provisions applicable thereto. The
outstanding Common Stock is fully paid and nonassessable.
The Company's Certificate of Incorporation, as amended, contains
certain provisions which make it difficult to obtain control of the Company
through transactions not having the approval of the Board of Directors,
including:
A provision providing for classification of the Board into three
classes comprised of as nearly equal a number of directors as
possible, establishing the method of filling any vacancies, and
providing that directors may be removed only for cause;
A provision requiring the affirmative vote of 80% of the
outstanding shares of all classes of capital stock of the Company
entitled to vote for directors in order to authorize certain "Business
Combinations." Any such Business Combination will also be required to
meet certain "fair price" and procedural requirements. Neither an 80%
stockholder vote nor fair price will be required for any Business
Combination which has been approved by two-thirds of the "Continuing
Directors;"
A provision permitting the Board of Directors to consider certain
specified factors in determining whether or not to approve certain
Business Combinations;
A provision requiring that action by stockholders be taken only
at a stockholders' meeting and limiting the ability of stockholders to
call a special meeting; and
A provision providing that certain Articles of the Certificate of
Incorporation, as amended, cannot be altered except by 80% of the
stockholders entitled to vote unless approved by two-thirds of the
Continuing Directors.
The Common Stock is listed on the New York and Pacific Stock Exchanges
(symbol: MDU).
The Transfer Agent and Registrar for the Common Stock is Norwest Bank
Minnesota, N.A., South Saint Paul, Minnesota.
The Company has adopted a Preference Share Purchase Rights Plan
pursuant to a Rights Agreement, dated as of November 3, 1988 (Rights
Agreement), between the Company and Norwest Bank Minnesota, N.A., as Rights
Agent. Each Right entitles the registered holder, until the earlier of
November 18, 1998 and the redemption of the Rights, to purchase from the
Company two-thirds of one one-hundredth (one one-hundred-and-fiftieth) of a
share of Series A Preference Stock (Preference Share) at an exercise price
of $50 per one one-hundredth ($33.33 per one one-hundred-and-fiftieth) of a
Preference Share (Purchase Price), subject to certain adjustments.
Capitalized terms used in the following description and not otherwise
defined herein have the meanings set forth in the Rights Agreement.
The Rights initially are represented by the certificates for Common
Stock and will not be exercisable or transferable apart from the Common
Stock until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(Acquiring Person) has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Stock or (ii)
10 days following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 30% or more of
such outstanding Common Stock (the earlier of such dates being called the
"Distribution Date").
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets
or earning power are sold, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right multiplied
by the number of one one-hundredths of a Preference Share for which a Right
is then exercisable, in accordance with the terms of the Rights Agreement,
such number of shares of common stock of the acquiring company as shall be
equal to the result obtained by (i) multiplying the then current exercise
price of a Right by the number of one one-hundredths of a Preference Share
for which a Right is then exercisable, and (ii) dividing that product by
50% of the then current per share market price of the common stock of the
acquiring company on the date of consummation of such merger or other
business combination.
In the event that any Person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise thereof at a price
equal to the then current exercise price of the Right multiplied by the
number of one one-hundredths of a Preference Share for which a Right is
then exercisable, in accordance with the terms of the Rights Agreement and
in lieu of Preference Shares, such number of shares of Common Stock of the
Company as shall be equal to the result obtained by (i) multiplying the
then current exercise price of the Right by the number of one one-
hundredths of a Preference Share for which a Right is then exercisable, and
(ii) dividing that product by 50% of the then current per share market
price of the Company's Common Stock on the date such person became an
Acquiring Person.
The Rights will first become exercisable on the Distribution Date
(unless sooner redeemed) and could then begin trading separately from the
Common Stock. The Rights will expire on November 18, 1998 (Final
Expiration Date), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Company, in each case as described
below.
At any time prior to the time any person becomes an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01333 per Right (Redemption Price). No
redemption will be permitted after the time any person becomes an Acquiring
Person. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to extend the Final Expiration Date, and, provided there is no
Acquiring Person, to extend the period during which the Rights may be
redeemed, except that from and after such time as any person becomes an
Acquiring Person no such amendment may adversely affect the interests of
the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Purchase Price payable, and the number of Preference Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preference Shares, (ii) upon the grant to holders
of the Preference Shares of certain rights or warrants to subscribe for or
purchase Preference Shares at a price, or securities convertible into
Preference Shares with a conversion price, less than the then current
market price of the Preference Shares or (iii) upon the distribution to
holders of the Preference Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preference Share issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preference Share will be entitled to a preferential
quarterly dividend payment equal to the greater of (a) $1 per share or (b)
150 times the aggregate dividend declared per share of Common Stock. In
the event of liquidation, the holders of the Preference Shares will be
entitled to a preferential liquidation payment of $100 per share, provided
that the holders of the Preference Shares will be entitled to an aggregate
amount per share equal to 150 times the aggregate amount to be distributed
per share to the holders of shares of Common Stock. Each Preference Share
will have no vote, except as otherwise provided for by law or as set forth
in the Company's Certificate of Incorporation, as amended. Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Preference Share will be entitled to
receive 150 times the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preference Shares' dividend and
liquidation rights, the value of the number of one one-hundredths of a
Preference Share purchasable upon exercise of each Right should approximate
the value of one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. No fractional Preference Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of
a Preference Share, which may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash will be
made based on the market price of the Preference Shares on the last trading
day prior to the date of exercise.
One Right was distributed to shareholders of the Company for each
share of Common Stock owned of record by them on November 18, 1988. Until
the Distribution Date, the Company will issue one Right with each share of
Common Stock that shall become outstanding so that all shares of Common
Stock will have attached Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Directors of the Company,
except pursuant to an offer conditioned on a substantial number of Rights
being acquired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors prior to the time
that any person becomes an Acquiring Person, since until such time the
Rights may be redeemed by the Company at $.01333 per Right.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws include the following provision:
7.07 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
(a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
or not opposed to the best interest of the Corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
(d) Any indemnification under the foregoing provisions of this
Section (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he
has met the applicable standard of conduct as set forth in
subsections (a) and (b) of this Section. Such determination
shall be made (i) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount
if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this
Section. Once the Corporation has received the undertaking,
the Corporation shall pay the officer or director within 30
days of receipt by the Corporation of a written application
from the officer or director for the expenses incurred by
that officer or director. In the event the Corporation
fails to pay within the 30-day period, the applicant shall
have the right to sue for recovery of the expenses contained
in the written application and, in addition, shall recover
all attorneys' fees and expenses incurred in the action to
enforce the application and the rights granted in this
Section 7.07. Expenses (including attorneys' fees) incurred
by other employees and agents shall be paid upon such terms
and conditions, if any, as the Board of Directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this
Section shall not be deemed exclusive of any other rights to
which those seeking indemnity or advancement of expenses may
be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another
capacity while holding such office.
(g) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section.
(h) For the purposes of this Section, references to "the
Corporation" include all constituent corporations absorbed
in a consolidation or merger, as well as the resulting or
surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the
resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same
capacity.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plans,
its participant or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
Corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933.
The Company maintains liability insurance protecting it, as well as
its directors and officers, against liability by reason of their being or
having been directors or officers. The premium, payable solely by the
Company, is not separately allocable to the sale of the securities
registered hereby.
ITEM 8. EXHIBITS.
*4(a) Restated Certificate of Incorporation of the Company,
as amended to date filed as Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994, File No. 1-3480.
*4(b) By-laws of the Company, as amended to date, filed as
Exhibit 3(b) to the Company's Annual Report on Form 10-
K for the year ended December 31, 1994, File No. 1-
3480.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Ralph E. Davis Associates, Inc.
23(c) Consent of Weir International Mining Consultants.
The undersigned registrant has timely submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") and has made
all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.
---------------------
* Incorporated by reference herein as indicated.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bismarck, State of North Dakota
on October 12, 1995.
MDU RESOURCES GROUP, INC.
By: /s/ Harold J. Mellen, Jr.
--------------------------
Harold J. Mellen, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Harold J. Mellen, Jr.
-------------------------- Chief Executive Officer October 12, 1995
Harold J. Mellen, Jr. and Director
/s/ Douglas C. Kane
-------------------------- Chief Operating Officer October 12, 1995
Douglas C. Kane and Director
*Warren L. Robinson
-------------------------- Chief Financial Officer
Warren L. Robinson
/s/ Vernon A. Raile
-------------------------- Chief Accounting Officer October 12, 1995
Vernon A. Raile
*John A. Schuchart
-------------------------- Chairman of the Board
John A. Schuchart
*Richard L. Muus Director
/s/ Robert I. Nance
-------------------------- Director October 12, 1995
Robert I. Nance
*John L. Olson Director
*San W. Orr, Jr. Director
*Charles L. Scofield Director
*Homer A. Scott, Jr. Director
*Joseph T. Simmons Director
*Stanley F. Staples, Jr. Director
*Sister Thomas Welder, O.S.B. Director
By: /s/ Harold J. Mellen, Jr.
--------------------------------------------- October 12, 1995
Harold J. Mellen, Jr., as Attorney-in-fact for
each of the persons indicated by an asterisk
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Tax Deferred Compensation Savings Plan Committee has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bismarck, State of North Dakota, on October 12, 1995.
MDU RESOURCES GROUP, INC.
Tax Deferred Compensation Savings Plan
By: /s/ Douglas C. Kane
----------------------------------------
Douglas C. Kane, Chairman
Tax Deferred Compensation Savings Plan
Committee
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Ralph E. Davis Associates, Inc.
23(c) Consent of Weir International Mining Consultants
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1
to the registration statement on Form S-8 filed by MDU Resources
Group, Inc. with the Securities and Exchange Commission on
October 29, 1992 (Registration No. 33-53896) of our report dated
January 24, 1995 incorporated by reference in the MDU Resources
Group, Inc. Form 10-K for the year ended December 31, 1994 and
our report dated March 22, 1995 included in the MDU Resources
Group, Inc. Tax Deferred Compensation Savings Plan Form 11-K for
the year ended December 31, 1994 and to all references to our
Firm included in this Post-Effective Amendment No. 1 to such
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
October 12, 1995
Minneapolis, Minnesota
Exhibit 23(b)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the registration statement on
Form S-8 filed by MDU Resources Group, Inc. with the Securities
and Exchange Commission on October 29, 1992 (Registration No. 33-
53896) of our estimates, dated January 10 and 31, 1995, which
appear in or are incorporated by reference in the MDU Resources
Group, Inc. Annual Report on Form 10-K for the year ended
December 31, 1994.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Joseph Mustacchia Jr.
Executive Vice President
October 12, 1995
Houston, Texas
Exhibit 23(c)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the registration statement on
Form S-8 filed by MDU Resources Group, Inc. with the Securities
and Exchange Commission on October 29, 1992 (Registration No. 33-
53896) of our report, dated May 9, 1994, which appears in or is
incorporated by reference in the MDU Resources Group, Inc. Annual
Report on Form 10-K for the year ended December 31, 1994.
/s/ Kenneth J. Girard
WEIR INTERNATIONAL MINING CONSULTANTS
October 12, 1995
Des Plaines, Illinois
