AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
400 NORTH FOURTH STREET
BISMARCK, NORTH DAKOTA 58501
(701) 222-7900
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
HAROLD J. MELLEN, JR. WARREN L. ROBINSON RICHARD M. FARMER
PRESIDENT AND CHIEF VICE PRESIDENT, TREASURER AND REID & PRIEST LLP
EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER 40 WEST 57TH STREET
MDU RESOURCES GROUP, INC. MDU RESOURCES GROUP, INC. NEW YORK,
400 NORTH FOURTH STREET 400 NORTH FOURTH STREET NEW YORK 10019
BISMARCK, BISMARCK, (212) 603-2000
NORTH DAKOTA 58501 NORTH DAKOTA 58501
(701) 222-7900 (701) 222-7900
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE PURSUANT TO THE PLAN:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $3.33 3,000,000 Shares $20.94(2) $62,820,000(2) $21,663
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Preference Share Purchase Rights 3,000,000 Rights -- -- --(3)
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also covers any additional securities
to be offered or issued in connection with a stock split, stock dividend
or similar transaction.
(2) Based on the average high and low prices on the composite tape on June 13,
1996, pursuant to Rule 457(c).
(3) Since no separate consideration is paid for the Preference Share Purchase
Rights (Rights), the registration fee for such securities is included in
the fee for the Common Stock. The value attributable to the Rights, if
any, is reflected in the market price of the Common Stock.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS FILED
AS A PART OF THIS REGISTRATION STATEMENT WILL BE USED AS A COMBINED PROSPECTUS
IN CONNECTION WITH THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT FILE
NO. 33-66682.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
SUBJECT TO COMPLETION, DATED JUNE 17, 1996
PROSPECTUS
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MDU RESOURCES GROUP, INC.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
3,273,273 SHARES
COMMON STOCK
(PAR VALUE $3.33)
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The Automatic Dividend Reinvestment and Stock Purchase Plan (Plan) of MDU
Resources Group, Inc. (Company) provides investors with a simple and convenient
method of purchasing shares of the Company's Common Stock, without payment of
any brokerage commission or service charge.
Participation in the Plan is open to (1) stockholders of record of all
classes of the Company's capital stock, (2) to the extent described within,
beneficial owners of the Company's capital stock and (3) other interested
investors who are domiciled in the States of North Dakota, South Dakota, Montana
or Wyoming.
Participants in the Plan may:
- reinvest dividends automatically on all or any specified number of their
shares of the Company's capital stock and/or
- purchase shares of Common Stock with optional cash payments of not less
than $50 per payment and not more than $5,000 per month, including
automatic monthly electronic funds transfers from their banks.
Stockholders of record and eligible interested investors who wish to
join the Plan may enroll at any time by completing an Account Authorization Form
(Authorization Form) and returning it to Norwest Bank Minnesota, N.A. (Agent.)
In order to join the Plan, interested investors who are eligible and
are not already stockholders of the Company must make an initial cash payment at
the time of enrollment of not less than $50, but not more than $5,000.
Beneficial owners whose shares are held by brokers or other nominees
may participate in the reinvestment of dividends to purchase a whole number of
shares through participation by their brokers or nominees.
Participants who wish to make optional cash payments by means of
monthly electronic funds transfers may do so by completing and returning the
Authorization Form.
The Company has amended the Plan to allow interested investors in the
States of North Dakota, South Dakota, Montana and Wyoming to participate in the
Plan. The Company may expand the Plan in the future to permit participation by
interested investors in other states where the Company has ongoing operations
and perhaps in all 50 states.
THIS PROSPECTUS RELATES TO SHARES OF COMMON STOCK OF THE COMPANY, AND
THE PREFERENCE SHARE PURCHASE RIGHTS ATTACHED THERETO (RIGHTS), AVAILABLE FOR
PURCHASE UNDER THE PLAN. IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR
FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (Exchange Act), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(Commission). Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the offices of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common
Stock is listed on the New York and Pacific Stock Exchanges. Reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of such Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995; and
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in any
other subsequently filed document which is deemed to be incorporated 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 Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to: Office of the Treasurer, MDU Resources Group, Inc., 400 North Fourth Street,
Bismarck, North Dakota 58501, telephone (701) 222-7900.
THE COMPANY
The Company is the issuer of the Common Stock, par value $3.33, offered
hereby (Common Stock).
The Company is a diversified natural resource company which was
incorporated under the laws of the State of Delaware in 1924. Its principal
executive offices are at 400 North Fourth Street, Bismarck, North Dakota 58501,
telephone (701) 222-7900.
Montana-Dakota Utilities Co., the public utility division of the Company,
provides electric and/or natural gas and propane distribution service at retail
in North Dakota, eastern Montana, northern and western South Dakota and northern
Wyoming, and owns and operates electric power generation and transmission
facilities. The Company, through its wholly owned subsidiary, Centennial Energy
Holdings, Inc., owns Williston Basin Interstate Pipeline Company (Williston
Basin), Knife River Coal Mining Company (Knife River), the Fidelity Oil Group
(Fidelity Oil) and Prairielands Energy Marketing, Inc. (Prairielands). Williston
Basin produces natural gas and provides underground storage, transportation and
gathering services through an interstate pipeline system serving Montana, North
Dakota, South Dakota and Wyoming. Knife River surface mines and markets low
sulfur lignite coal at mines located in Montana and North Dakota, and through
its wholly owned subsidiary, KRC Holdings, Inc., surface mines and markets
aggregates and related construction materials in the Anchorage, Alaska area,
southern Oregon, north central California and the Hawaiian Islands. Fidelity Oil
owns oil and natural gas interests in the western United States, the Gulf Coast
and Canada through investments with several oil and natural gas producers.
Prairielands seeks new energy markets while continuing to expand present markets
for natural gas. Its activities include buying and selling natural gas and
arranging transportation services to end users, pipelines and local distribution
companies and, through its wholly owned subsidiary, Prairie Propane, Inc.,
operating bulk propane facilities in north central and southeastern North
Dakota.
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DESCRIPTION OF THE PLAN
Following are the provisions of the Plan in a question and answer format:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participants in the Plan with a
simple and convenient method of automatically investing all or a portion of
their cash dividends and/or making optional cash payments to purchase shares of
Common Stock of the Company, without payment of any brokerage commission or
service charge. When shares of Common Stock purchased under the Plan are
purchased from the Company, the Company will receive additional equity funds.
See "Use of Proceeds".
ADVANTAGES AND DISADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may (a) have cash dividends on all or a portion of
their shares of any class of the Company's capital stock registered in their own
names automatically reinvested and/or (b) invest by making optional cash
payments of not less than $50 per payment and not more than $5,000 per month. No
brokerage commission or service charge is paid by participants in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts. In addition, dividends with respect to such
fractions, as well as full shares, will be reinvested in additional shares and
such shares credited to participants' accounts. Participants can avoid the
cumbersome safekeeping of certificates for shares credited to their accounts
under the Plan, since stock certificates will not be issued for shares purchased
under the Plan unless requested. Regular statements of account provide
simplified record keeping.
Participants may also make optional cash payments automatically by
authorizing the Agent to withdraw such payments monthly from their bank accounts
by means of electronic funds transfers.
Beneficial owners whose shares are registered in the names of brokers or
other nominees may also participate in the Plan, as described in Question 7.
3. ARE THERE ANY DISADVANTAGES TO THE PLAN?
Since shares are purchased on specified dates or during specified periods
and are sold (if so requested by the participant) on the open market on dates
determined by the Agent, participants have no control over the price at which
shares are purchased or sold for their accounts. Therefore, participants bear
the risk of fluctuations in the market price of Common Stock.
In addition, no interest is paid on funds held by the Agent pending
investment under the Plan.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
Norwest Bank Minnesota, N. A. administers the Plan, purchases shares as
agent for participants, serves as custodian of shares held in the Plan,
maintains records, sends statements of account to participants and performs
other duties relating to the Plan. Shares of Common Stock purchased under the
Plan will be registered in the name of the Agent or its nominee. All
correspondence concerning the Plan should be addressed as follows:
MDU Resources Group, Inc.
c/o Norwest Shareowner Services
Invest Direct
PO Box 64863
Saint Paul, MN 55164-0863
If you need assistance or have any questions regarding the Plan, please
write the Agent at the above address or call the Agent toll free at
1-888-291-3713.
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PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Any holder of record of shares of any class of the Company's capital stock
is eligible to participate in the Plan. Beneficial owners whose shares are held
by brokers or other nominees may participate as described in Question 7.
Other interested investors who are individuals domiciled, or which are
corporations or other legal entities whose principal places of business are, in
the States of North Dakota, South Dakota, Montana or Wyoming, may also join the
Plan.
6. HOW DO STOCKHOLDERS OF RECORD AND ELIGIBLE INTERESTED INVESTORS PARTICIPATE?
A holder of record of shares of any class of the Company's capital stock
may join the Plan at any time by completing the Authorization Form and returning
it to the Agent. An Authorization Form must be signed by or on behalf of the
holder of record. When shares are owned by joint tenants, all must sign. When an
Authorization Form is signed by an executor, administrator, trustee or guardian,
or as attorney, the capacity in which the Authorization Form is signed must be
specified. An Authorization Form of a corporate or other organizational owner
should be signed by an authorized officer or other official identified as such.
Other interested investors who are individuals domiciled, or which are
corporations or other legal entities whose principal places of business are, in
the States of North Dakota, South Dakota, Montana or Wyoming, may join the Plan
by completing an Authorization Form and returning it to the Agent accompanied by
a payment of not less than $50 and not more than $5,000.
7. HOW MAY BENEFICIAL OWNERS PARTICIPATE IN THE PLAN?
Beneficial owners of shares of any class of the Company's capital stock,
whose shares are held by brokers or other nominees, may participate in the
dividend reinvestment feature of the Plan, if their brokers or other nominees
elect to join the Plan on their behalf. Reinvestment of dividends is limited to
the purchase of whole shares. Optional cash payments may not be made.
Brokers and other nominees may participate on behalf of beneficial owners
by completing a Broker and Nominee Authorization Form and returning it to the
Agent. If the Agent receives written instructions from a broker or nominee no
later than the second business day following each dividend record date, the
Agent reinvests that dividend in accordance with those instructions. The
reinvestment of dividends is limited with respect to each account designated on
such Form to the purchase of the largest number of whole shares that can be
purchased with the dividends attributable to such account. Any funds remaining
after reinvestment are remitted to the broker or other nominee. A dividend check
is mailed to the broker or nominee in the usual manner for all shares for which
reinvestment instructions are not received by the Agent. Standing instructions
are not permitted.
Since the Agent does not maintain records as to, or hold shares for the
accounts of, beneficial owner participants, such participants must look to their
brokers or other nominees for records of their participation and with respect to
the sale of shares purchased with reinvested dividends or the receipt of
certificates therefor.
A beneficial owner may also participate in the Plan by becoming a holder of
record. In order to participate in the Plan as a holder of record, a beneficial
owner of shares of common and/or preferred stock whose shares are registered in
names other than his own may have some or all of these shares transferred to his
name. He can then participate in the Plan as a record owner.
8. WHAT ARE THE ENROLLMENT DEADLINES?
If an Authorization Form directing reinvestment of dividends is received by
the Agent on or before the dividend record date, that dividend will be
reinvested in accordance with the participant's instructions in shares of Common
Stock, and such shares will be credited to the participant's account. If the
Authorization Form is received by the Agent after the record date, that dividend
will be paid in cash, and reinvestment will begin with the next dividend.
Dividends for both the common and preferred stocks are normally paid on the
first day of January, April, July and October. The dividend record date is
normally two weeks before the dividend payment date.
Enrollment by eligible interested investors or by stockholders who want to
make optional cash payments only may be done at any time since optional cash
payments are invested monthly. See Question 15 for the specific cut-off dates
for investment each month.
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9. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for enrollment in the Plan and for the
purchase of shares of Common Stock through the following investment options
offered under the Plan:
FULL DIVIDEND REINVESTMENT--Reinvest cash dividends in shares of Common
Stock on all shares of any class of the Company's capital stock held of record
by a participant.
PARTIAL DIVIDEND REINVESTMENT--Reinvest cash dividends in shares of Common
Stock on a specified number of shares of any class of the Company's capital
stock held of record by a participant.
OPTIONAL CASH PAYMENTS--Invest by making optional cash payments of not less
than $50 per payment and not more than $5,000 per month.
In each case, cash dividends on shares of Common Stock credited to the
participant's account under the Plan will be automatically reinvested in
additional shares of Common Stock.
Participants may change their investment options at any time by requesting
a new Authorization Form from the Agent. For a change in investment option to be
effective with respect to a particular dividend, the new Authorization Form must
be received by the Agent on or before the dividend record date.
10. WHERE CAN FORMS BE OBTAINED?
Authorization Forms, Automatic Monthly Deduction Forms, Broker and Nominee
Authorization Forms, Cash Payment Forms and instructions may be obtained at any
time from the Agent. All forms should be returned to the Agent.
11. MAY PARTICIPANTS GIVE TELEPHONE INSTRUCTIONS?
Participants may give instructions to the Agent by telephone after they
have completed the appropriate section on the Authorization Form and selected a
PIN number. Through the use of this feature, participants may obtain forms,
change their method or level of participation in the Plan, sell Plan shares,
receive certificates for shares credited under the Plan and withdraw from the
Plan by telephone. Participants cannot cancel or alter optional cash payments by
telephone. See Queston 17.
12. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. All costs of administration of the Plan are paid by the Company. There
will be no brokerage commissions or service charges to participants, whether
shares are purchased from the Company or on the open market or in negotiated
transactions. However, in the event a participant withdraws from the Plan and
requests the Agent to sell his shares, the participant will be charged a
brokerage commission and any other costs of the sale.
PURCHASES
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock may be purchased by the Agent directly from the
Company, on the open market, in negotiated transactions, or a combination of the
foregoing. The decision as to whether to purchase directly from the Company, on
the open market or in negotiated transactions will take into account the
Company's need for common equity and general market conditions.
14. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased depends on the amount of the
participant's reinvested dividends, optional cash payments, or both, and the
price of the shares of Common Stock. Each participant's account will be credited
with that number of shares, including fractions computed to three decimal
places, equal to the total amount to be invested divided by the purchase price.
No participant may designate a specific number of shares to be purchased.
15. WHEN WILL PURCHASES OF SHARES OF COMMON STOCK BE MADE AND WHAT WILL THE
PRICE BE?
PURCHASES FROM THE COMPANY
Shares purchased from the Company with reinvested dividends are purchased
and credited to participants' accounts as of each dividend payment date.
Dividend payment dates for both the common and preferred stock are usually the
first days of January, April, July and October. Shares purchased from the
Company with optional cash payments received by the Agent by the last business
day of any month are purchased and credited to participants' accounts as of the
first business day of the following month. Optional cash payments received by
the Agent subsequent to the last business day of any month will be used to
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purchase shares as of the first business day of the second following month. For
example, an optional cash payment received after June 28, 1996 will be used to
purchase shares on August 1, 1996.
The price of shares of Common Stock purchased from the Company will be the
average of the high and low sales prices for such shares as reported on the
composite tape for New York Stock Exchange listed companies on (i) the dividend
payment date, or the next day on which the New York Stock Exchange is open, if
it is closed on the dividend payment date, or (ii) in the case of shares
purchased during any month that is not a dividend payment month, the first day
of the month or the next business day on which the New York Stock Exchange is
open.
OPEN MARKET OR NEGOTIATED PURCHASES
When the Agent purchases shares on the open market, reinvested dividends
are used by the Agent to purchase shares during the periods commencing on the
dividend payment date and ending at the discretion of the Agent, but no later
than the last business days of such January, April, July and October. In no
event will dividends remain uninvested more than 30 days after the payment date.
Optional cash payments received no later than the last business day of any month
are used by the Agent to purchase shares during a period commencing on the first
business day of the next month and ending at the discretion of the Agent, but no
later than the last business day of such month. In no event will optional cash
payments remain uninvested more than 35 days after receipt by the Agent. The
number of shares purchased with reinvested dividends and optional cash payments
on any day during each purchase period and the prices paid for such shares are
determined by the Agent. Shares purchased on the open market will be credited to
participants' accounts as of the date on which all purchases for the month are
settled.
The price of shares of Common Stock purchased on the open market or in
negotiated transactions will be the weighted average price for all shares
purchased by the Agent for the Plan during the month.
OPTIONAL CASH PAYMENTS
16. HOW DOES THE OPTIONAL CASH PAYMENT OPTION WORK?
If a participant has checked the "Optional Cash Payment Only" box on the
Authorization Form, the Company will pay cash dividends on any shares registered
in the participant's name to the participant in the usual manner and will apply
any optional cash payment received from the participant to the purchase of
shares of Common Stock for the participant's account. Dividends payable on
shares of Common Stock credited to the account of the participant under the Plan
will be reinvested in additional shares of Common Stock.
OPTIONAL CASH PAYMENTS RECEIVED AFTER THE LAST BUSINESS DAY OF ANY MONTH
WILL BE INVESTED THE SECOND FOLLOWING MONTH. NO INTEREST IS PAID ON OPTIONAL
CASH PAYMENTS HELD FOR INVESTMENT. THEREFORE, IT IS TO A PARTICIPANT'S ADVANTAGE
TO MAIL OPTIONAL CASH PAYMENTS SO THEY ARE RECEIVED BY THE AGENT SHORTLY BEFORE
THE LAST BUSINESS DAY OF ANY MONTH. SEE QUESTION 15.
17. HOW ARE OPTIONAL CASH PAYMENTS MADE?
An optional cash payment may not be less than $50 per payment nor more than
$5,000 per month.
An optional cash payment may be made by a participant by forwarding a check
or money order in U.S. dollars made payable to Norwest Shareowner Services,
accompanied by a Cash Payment Form. Please do not send cash. The same amount of
money need not be sent each month, and there is no obligation to make an
optional cash payment each month.
A participant who changes his mind and wants to cancel his most recent
optional cash payment must notify the Agent in writing. The notice must be
received by the Agent before investment and no later than two business days
before the end of the month. However, no refund will be made until the funds
from any check or money order have actually been collected by the Agent. Refunds
are made without interest.
18. HOW DO AUTOMATIC CASH PAYMENTS WORK?
A participant may elect to have monthly cash payments in a designated
amount automatically charged against his bank account by completing and sending
to the Agent the Automatic Monthly Deduction Form. The Agent will make the
necessary arrangements with the participant's bank so that, on or about four
business days before the end of each month, the participant's bank account will
be charged with the designated amount. A participant will not be required to
write any checks or mail any additional forms. A participant may discontinue
this arrangement at any time by notifying the Agent in writing by the tenth day
of any month. A participant may change the amount of the automatic cash payment
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by completing a new Automatic Monthly Deduction Form and providing it to the
Agent by the tenth day of any month.
REPORTS TO PARTICIPANTS
19. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Participants will be mailed a statement every time a purchase is made for
them in the Plan. For instance, participants who reinvest dividends under the
Plan will be sent a transaction statement in February, May, August and November.
If Plan shares are purchased with optional cash payments during a month when
dividend reinvestment is not occurring, participants will be sent a transaction
statement related to cash investment for that month. These statements are a
participant's continuing record of the cost of his purchases and should be
retained for income tax purposes. IT IS THE PARTICIPANT'S RESPONSIBILITY TO
RETAIN THESE RECORDS. THE AGENT WILL CHARGE A PARTICIPANT $15 PER YEAR FOR
DUPLICATE STATEMENTS.
In addition, each participant will receive copies of the same
communications sent to every other holder of shares of Common Stock, including
the Company's quarterly reports, annual report, notice of annual meeting and
proxy statement, and income tax information for reporting dividends paid.
DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes, except as described in the response to Question 7.
CERTIFICATES FOR SHARES
21. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Ordinarily, certificates for shares of Common Stock purchased under the
Plan will not be issued to participants. The number of shares credited to an
account under the Plan will be shown on the participant's statement of account.
This service protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a participant who wishes to
remain in the Plan. This request should be mailed to the Agent. Any remaining
full shares and fraction of a share will continue to be credited to the
participant's Plan account.
Shares credited to the account of a participant under the Plan may not be
pledged as collateral. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in his name.
Certificates for fractions of shares will not be issued under any
circumstances.
22. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Certificates for whole shares will be registered when issued in the name in
which the account under the Plan is maintained.
WITHDRAWAL
23. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time.
If the request to withdraw is received by the Agent on or before the record
date for any cash dividend payment, the participant shall be deemed to have
canceled his participation and the amount of the dividend which otherwise would
have been invested will be paid to the withdrawing participant. All subsequent
cash dividends will be paid to him in cash unless he re-enrolls in the Plan.
If the request to withdraw is received by the Agent between a dividend
record date and the completion of purchases related to that payment date, the
withdrawal will be effective as soon as those dividends are reinvested. The next
cash dividend and all subsequent cash dividends will be paid to him in cash
unless he re-enrolls in the Plan.
If a request to withdraw is received by the Agent not less than two
business days before the end of any month, any optional cash payment the Agent
is holding will be returned. If the request is received less than two business
days before the end of any month, any optional cash payment being held will be
invested, and the participant's withdrawal will be processed thereafter.
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<PAGE>
24. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan by written request to the Agent.
The form provided on the back of the participant's statement of account may be
used for this purpose.
When a participant withdraws from the Plan or upon termination of the Plan
by the Company, if the participant chooses the "share settlement option", a
certificate for whole shares of Common Stock credited to his account under the
Plan will be issued, and a cash payment will be made for any fraction of a
share.
The participant may, if he desires, choose the "cash settlement option",
which provides for the sale of all of the shares of Common Stock, both whole and
fractional, credited to his account under the Plan. If he requests such sale,
whole shares will be sold on the New York Stock Exchange on the first business
day after receipt of the request. The participant will receive the proceeds of
the sale, less any related brokerage commission, any other costs of the sale and
Federal income tax withheld (if the participant is a foreign stockholder or is
otherwise subject to withholding such as backup withholding). A cash payment
representing the fractional share, if any, credited to his account under the
Plan will be mailed directly to the participant. Checks will be mailed to the
participant on the settlement date.
Without withdrawing from the Plan, a participant may change the number of
shares owned by him participating in the Plan or discontinue his participation
with reinvested dividends.
25. CAN A PARTICIPANT REJOIN THE PLAN?
A participant who withdraws from the Plan may rejoin the Plan by meeting
the requirements set out in Question 6 or 7. Numerous openings and closings of
an account are costly, so a particular request to rejoin the Plan could be
denied.
SALE OF SHARES
26. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS NAME HELD OUTSIDE THE PLAN?
If a participant disposes of all shares of Common or Preferred Stock
registered in his name held outside the Plan, the Agent will continue to
reinvest the dividends on the shares credited to his account under the Plan
until notified by such participant that he wishes to withdraw from the Plan.
27. CAN A PARTICIPANT SELL SHARES UNDER THE PLAN?
A participant can request the Agent to sell any Plan shares credited to his
account. To continue to participate in the Plan, a participant must keep at
least one whole share in his Plan account. Shares will be sold on the first
business day after receipt of the request, and a check for the proceeds of the
sale, less any related brokerage commission and any other costs of the sale,
will be mailed to the participant on the settlement date.
28. WHAT IF A PARTICIPANT SELLS ALL HIS SHARES UNDER THE PLAN?
As long as a participant's Plan account holds at least one whole share, the
account will remain active. Any Plan account with less than one whole share may
be closed, and the participant will be sent an account history statement for the
current year and a check for any fractional share, less any related brokerage
commission and any other costs of the sale.
OTHER INFORMATION
29. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to such
participant in the same manner as to stockholders who are not participating in
the Plan.
30. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF STOCKHOLDERS?
If shares registered in the name of a participant in the Plan are voted by
him by proxy card on any matter submitted to a meeting of stockholders, the
total number of shares owned by the participant, I.E., both shares credited to
his account under the Plan and those registered in the name of the participant,
will be shown on such proxy card and voted on such matter.
8
<PAGE>
If the proxy card is not returned or if it is returned unsigned, none of
the participant's shares will be voted unless the participant votes in person.
31. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The Federal income tax consequences to an individual or a corporate
participant in the Plan may be summarized as follows:
a. With respect to reinvested cash dividends used to purchase
authorized but unissued shares of Common Stock, a participant will be
treated for Federal income tax purposes as having received a distribution
in an amount equal to the fair market value on the dividend payment date of
the full number of shares and fractional share of Common Stock purchased
with reinvested dividends. The fair market value of such shares on the
dividend payment date will be treated as dividend income to the
participant. The basis of the shares so purchased will be equal to the fair
market value of such shares on the dividend payment date.
b. With respect to reinvested cash dividends used by the Agent to
purchase shares for participants in the open market, a participant will be
treated for Federal income tax purposes as having received a dividend
distribution in an amount equal to the cash reinvested plus any brokerage
commissions paid by the Company to obtain the shares. The basis of the
shares so purchased will be equal to the amount treated as a dividend
distribution to the participant.
c. A participant who purchases Common Stock with optional cash
payments will recognize no taxable income upon such purchases except to the
extent of any brokerage commissions paid by the Company. The basis of
shares purchased in this manner will be the amount of the optional cash
payment plus brokerage commissions.
d. A participant's holding period for shares of Common Stock acquired
pursuant to the Plan will begin on the day following the date the shares
are credited to the participant's account.
e. A participant will not realize taxable income as a result of
receipt of certificates for whole shares of Common Stock credited to the
participant's account, either upon the participant's request for those
shares or upon withdrawal from participation in or termination of the Plan.
f. A participant will realize gain or loss when the shares of Common
Stock are sold or exchanged, and, in the case of a fractional share, when
the participant receives a cash payment for a fraction of a share of Common
Stock credited to the participant's account upon termination of
participation in or termination of the Plan. The amount of such gain or
loss will be the difference between the amount that the participant
receives for the shares or fraction of a share and the tax basis thereof.
The information set forth above is only a summary and does not purport to
be a complete description of all tax consequences of participation in the Plan.
The description may be affected by future legislation, IRS rulings and
regulations, or court decisions. In addition, the taxation of foreign
stockholders, except as noted below, is not discussed in this prospectus.
Accordingly, participants should consult with their own tax advisors with
respect to the Federal, state, local and foreign tax consequences of
participation in the Plan. The foregoing discussion assumes that all dividend
distributions are supported by earnings and profits of the Company.
32. WHAT PROVISION IS MADE FOR FOREIGN STOCKHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDING?
In the case of those foreign stockholders whose dividends are subject to
United States income tax withholding, the Agent will apply the net amount of the
dividends of such foreign stockholders, after the deduction of taxes (including
taxes owing by reason of the purchase of shares of Common Stock with reinvested
Common Stock dividends), to the purchase of shares of Common Stock. The
statements confirming purchases made for foreign stockholders will indicate the
amount of Federal tax withheld. Income tax withheld by the Company may not be
refunded by the Company but may be claimed as a credit on an individual Federal
income tax return. If such foreign stockholders desire to invest the full amount
of their dividends, they may mail optional cash payments to the Agent in an
amount equal to the amount of the tax withheld, even if less than $50. In
addition, withholding will occur on any sale of shares if a participant is
subject to income tax withholding. The check sent to the participant will be
reduced by the amount of tax withheld, any related brokerage commission and any
other costs of sale.
Foreign stockholders who check the "Optional Cash Payments Only" box on the
Authorization Form will continue to receive cash dividends on shares registered
in their names in the same manner as if they were not participating in the Plan.
Optional cash payments received from them must be in United States dollars and
will be invested in the same manner as payments from other participants.
9
<PAGE>
33. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT UNDER THE PLAN?
Neither the Company nor the Agent will be liable in administering the Plan
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of the failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death and with respect to the prices at which
shares are purchased or sold for participants' accounts and the times at which
such purchases or sales are made; provided, however, that such limitation of
liability shall not affect any rights a participant may have under the
Securities Act of 1933 or other applicable federal securities laws.
A participant should recognize that the Company cannot assure him of a
profit or protect him against a loss on the shares purchased by him under the
Plan.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Notice of any such suspension, modification or termination will be
sent to all participants.
USE OF PROCEEDS
The Company will receive no proceeds from open market or negotiated
purchases. The proceeds from the purchase of Common Stock directly from the
Company are expected to be used for corporate development purposes, including,
without limitation, acquisitions made by or on behalf of the Company's
subsidiaries and other general corporate purposes, and may include the repayment
of a portion of outstanding short-term borrowings incurred for those purposes.
The Company has no basis for estimating either the number of shares of Common
Stock that will ultimately be sold pursuant to the Plan or the prices at which
such shares will be sold.
DESCRIPTION OF COMMON STOCK
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 March 31, 1996, there were outstanding 28,476,981 shares of
Common Stock; 20,000 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 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. Reference is also made to the
Rights Agreement, dated as of November 3, 1988 (Rights Agreement), between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent.
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.
10
<PAGE>
Whenever the cumulative dividends on 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 (Rights
Plan). 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").
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<PAGE>
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 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 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 stockholder 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 minimum 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 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
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<PAGE>
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 stockholders 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.
EXPERTS AND LEGAL OPINIONS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and for
the periods indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
The information set forth in the estimates, dated January 9 and 23, 1996,
of Ralph E. Davis Associates, Inc. concerning certain natural gas and oil
reserves, appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, have been reviewed and verified by Ralph E. Davis
Associates, Inc. and have been incorporated herein in reliance upon the
authority of said firm as experts.
The information set forth in the report, dated May 9, 1994, of Weir
International Mining Consultants relating to lignite coal reserves of Knife
River Coal Mining Company appearing in the Company's Annual Report on Form l0-K
for the year ended December 31, 1995, has been reviewed and verified by Weir
International Mining Consultants and has been incorporated herein in reliance
upon the authority of said firm as experts.
The validity of the Common Stock and Rights to be issued under the Plan has
been passed upon for the Company by Reid & Priest LLP, New York, New York and by
Lester H. Loble, II, Esq., General Counsel for the Company.
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================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES,
OR AN OFFERING OF THOSE SECURITIES TO WHICH IT RELATES TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
----------
TABLE OF CONTENTS
PAGE
----
Available Information............................ 2
Incorporation of Certain Documents
by Reference................................... 2
The Company...................................... 2
Description of the Plan.......................... 3
Purpose........................................ 3
Advantages and Disadvantages................... 3
Administration................................. 3
Participation.................................. 4
Purchases...................................... 5
Optional Cash Payments......................... 6
Reports to Participants........................ 7
Dividends...................................... 7
Certificates for Shares........................ 7
Withdrawal..................................... 7
Sale of Shares ................................ 8
Other Information.............................. 8
Use of Proceeds.................................. 10
Description of Common Stock...................... 10
Experts and Legal Opinions....................... 13
================================================================================
MDU RESOURCES
GROUP, INC.
3,273,273 SHARES
COMMON STOCK
OFFERED PURSUANT
TO ITS
AUTOMATIC DIVIDEND
REINVESTMENT AND
STOCK PURCHASE
PLAN
----------
PROSPECTUS
----------
, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
S.E.C. Filing Fee.......................... $ 21,663
Listing Fees .............................. 14,250
Printing Expenses*......................... 14,000
Accounting Fees and Expenses*.............. 5,000
Transfer Agent Fees*....................... 62,000
Legal Fees and Expenses*................... 40,000
Marketing Fees and Expenses*............... 28,000
Miscellaneous*............................. 15,087
--------
$200,000
========
----------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's By-Laws include the following provision:
SECTION 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
the 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.
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(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 were 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 by-law, 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 plan, its participants 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.
II-2
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- ----------------------
*3(a) --Composite Certificate of Incorporation of the Company, as
amended to date (filed as Exhibit 3(a) to Form 10-K for
the year ended December 31, 1994, in File No. 1-3480).
*3(b) --By-laws of the Company, as amended to date (filed as
Exhibit 3(b) to Form 10-K for the year ended December 31,
1994, in File No. 1-3480).
*4(a) --Indenture of Mortgage, dated as of May 1, 1939, as
restated in the Forty-fifth Supplemental Indenture, dated as
of April 21, 1992, 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) filed as Exhibit 4(a) in Registration No.
33-66682).
*4(b) --The Forty-sixth, Forty-seventh and Forty-eighth
Supplements to the Indenture of Mortgage 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), (filed as Exhibits 4(e),
4(f) and 4(g), respectively, in Registration No. 33-53896).
*4(c) --Rights Agreement, dated as of November 3, 1988, between the
Company and Norwest Bank Minnesota, N.A., Rights Agent,
(filed as Exhibit 4(c) in Registration No. 33-66682).
5(a) --Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) and 8--Opinion of Reid & Priest LLP, counsel to the Company.
23(a) --Consent of Arthur Andersen LLP.
23(b) --Consent of Ralph E. Davis Associates, Inc.
23(c) --Consent of Weir International Mining Consultants.
23(d) --The consents of Lester H. Loble, II, Esq. and Reid & Priest
LLP are contained in their opinions filed as Exhibit 5(a),
and Exhibit 5(b) and 8, respectively, to this Registration
Statement.
24 --The Power of Attorney is on page II-5 of this Registration
Statement.
- ----------
*Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i) to
include any prospectus required by section 10(a) (3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that the registrant need not
file a post-effective amendment to include the information required to be
included by subsection (i) or (ii) if the information is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
II-3
<PAGE>
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below, and to file with the
Commission, any and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such agent
for service as its attorney-in-fact with the authority to sign and file any such
amendments in its name and behalf.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized to sign, in the City of Bismarck, and the State of North Dakota, on
the 14th day of June, 1996.
MDU RESOURCES GROUP, INC.
By: /s/ Harold J. Mellen, Jr.
----------------------------------------
Harold J. Mellen, Jr.
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
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 June 14, 1996
- ------------------------------- Officer and Director
Harold J. Mellen, Jr.
(President and
Chief Executive Officer)
/s/ Douglas C. Kane Chief Operating June 14, 1996
- ------------------------------- Officer and Director
Douglas C. Kane
(Executive Vice President
and Chief Operating Officer)
/s/ Warren L. Robinson Chief Financial June 14, 1996
- ------------------------------- Officer
Warren L. Robinson
(Vice President, Treasurer and
Chief Financial Officer)
/s/ Vernon A. Raile Chief Accounting Officer June 14, 1996
- -------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
/s/ John A. Schuchart Director June 14, 1996
- -------------------------------
John A. Schuchart
(Chairman of the Board)
/s/ San W. Orr, Jr. Director June 14, 1996
- -------------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)
/s/ Thomas Everist Director June 14, 1996
- -------------------------------
Thomas Everist
/s/ Richard L. Muus Director June 14, 1996
- -------------------------------
Richard L. Muus
/s/ Robert L. Nance Director June 14, 1996
- -------------------------------
Robert L. Nance
/s/ John L. Olson Director June 14, 1996
- -------------------------------
John L. Olson
/s/ Homer A. Scott Director June 14, 1996
- -------------------------------
Homer A. Scott
/s/ Joseph T. Simmons Director June 14, 1996
- -------------------------------
Joseph T. Simmons
/s/ Sister Thomas Welder, O.S.B. Director June 14, 1996
- -------------------------------
Sister Thomas Welder, O.S.B.
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- ----------------------
*3(a) --Composite Certificate of Incorporation of the Company, as
amended to date (filed as Exhibit 3(a) to Form 10-K for
the year ended December 31, 1994, in File No. 1-3480).
*3(b) --By-laws of the Company, as amended to date (filed as
Exhibit 3(b) to Form 10-K for the year ended December 31,
1994, in File No. 1-3480).
*4(a) --Indenture of Mortgage, dated as of May 1, 1939, as
restated in the Forty-fifth Supplemental Indenture, dated as
of April 21, 1992, 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) filed as Exhibit 4(a) in Registration No.
33-66682).
*4(b) --The Forty-sixth, Forty-seventh and Forty-eighth
Supplements to the Indenture of Mortgage 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), (filed as Exhibits 4(e),
4(f) and 4(g), respectively, in Registration No. 33-53896).
*4(c) --Rights Agreement, dated as of November 3, 1988, between the
Company and Norwest Bank Minnesota, N.A., Rights Agent,
(filed as Exhibit 4(c) in Registration No. 33-66682).
5(a) --Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) and 8--Opinion of Reid & Priest LLP, counsel to the Company.
23(a) --Consent of Arthur Andersen LLP.
23(b) --Consent of Ralph E. Davis Associates, Inc.
23(c) --Consent of Weir International Mining Consultants.
23(d) --The consents of Lester H. Loble, II, Esq. and Reid & Priest
LLP are contained in their opinions filed as Exhibit 5(a),
and Exhibit 5(b) and 8, respectively, to this Registration
Statement.
24 --The Power of Attorney is on page II-5 of this Registration
Statement.
- ----------
*Incorporated herein by reference as indicated.
EXHIBIT 5(A)
June 14, 1996
MDU Resources Group, Inc.
400 North Fourth Street
Bismarck, ND 58501
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to be filed on
or about the date hereof with the Securities and Exchange Commission by MDU
Resources Group, Inc. (the "Company") under the Securities Act of 1933, as
amended (the "Act"), and pursuant to which the Company intends to register
3,000,000 shares of its Common Stock, par value $3.33 (the "Stock") and the
Preference Share Purchase Rights attached thereto (the "Rights") for offer and
sale in connection with the Company's Automatic Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), it is my opinion that:
1. The Company is a corporation validly organized and existing under the
laws of the state of Delaware and is duly qualified to do business as a foreign
corporation in the states of Montana, North Dakota, South Dakota and Wyoming.
2. When
(a) appropriate authorizations by the Federal Energy Regulatory
Commission, the Montana Public Service Commission and the Public
Service Commission of Wyoming with respect to the issuance and sale
of the Stock shall have been granted;
(b) the Company's said Registration Statement on Form S-3 shall have
become effective;
(c) the Company's Board of Directors or a duly authorized committee
thereof shall have approved the issuance and sale of the Stock by
the Company; and
(d) the Stock shall have been duly issued and delivered for the
consideration set forth in the aforesaid Registration Statement and
in accordance with the actions hereinabove mentioned,
the Stock will be validly issued, fully paid and non-assessable.
3. The Rights, when issued as contemplated by the Registration Statement,
will be validly issued.
4. The Stock to be purchased on the open market is validly issued, fully
paid and non-assessable.
5. The Rights attached to the Stock to be purchased on the open market are
validly issued and outstanding.
I am a member of the North Dakota and Montana Bars and do not hold myself
out as an expert on the laws of any other state. Except as set forth in
paragraph 2(a) above, my opinions expressed above are limited to the law of the
states of North Dakota and Montana, the General Corporation Law of the state of
Delaware, and the Federal laws of the United States.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Very truly yours,
/s/ Lester H. Loble, II
Lester H. Loble, II
General Counsel
and Secretary
LHL/lml
EXHIBIT 5(B) AND 8
June 14, 1996
MDU Resources Group, Inc.
400 North Fourth Street
Bismarck, North Dakota 58501
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to be filed on or
about the date hereof with the Securities and Exchange Commission by MDU
Resources Group, Inc. (the "Company") under the Securities Act of 1933, as
amended (the "Act"), and pursuant to which the Company intends to register
3,000,000 shares of its Common Stock, par value $3.33 (the "Stock") and the
Preference Share Purchase Rights attached thereto (the "Rights") for offer and
sale in connection with its Automatic Dividend Reinvestment and Stock Purchase
Plan (the "Plan"), we are of the opinion that:
(1) The Company is a corporation validly organized and existing under the
laws of the State of Delaware.
(2) When
(a) appropriate authorizations by the Federal Energy Regulatory
Commission, the Montana Public Service Commission and the Public
Service Commission of Wyoming with respect to the issuance and sale
of the Stock shall have been granted;
(b) the Company's said Registration Statement on Form S-3 shall have
become effective;
(c) the Company's Board of Directors or a duly authorized committee
thereof shall have approved the issuance and sale of the Stock by
the Company; and
(d) the Stock shall have been duly issued and delivered for the
consideration set forth in the aforesaid Registration Statement and
in accordance with the actions hereinabove mentioned,
the Stock will be validly issued, fully paid and non-assessable.
(3) The Rights, when issued as contemplated by the Registration Statement,
will be validly issued.
(4) The Stock to be purchased in the open market is validly issued, fully
paid and non-assessable, and the Rights attached thereto are validly issued and
outstanding.
(5) The statements made in the Registration Statement under Question 31,
relating to Federal income tax consequences of participation in the Plan,
constitute an accurate description of the Federal income tax consequences to
participants in the Plan.
We are members of the New York Bar and do not hold ourselves out as experts
on the laws of any other state. Our opinions expressed above are limited to the
law of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States. As to all matters of
Montana, North Dakota, South Dakota and Wyoming law, we have relied upon the
opinion to you of even date herewith of Lester H. Loble, II, Esq., Bismarck,
North Dakota, the Company's General Counsel.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 24, 1996
incorporated by reference in MDU Resources Group, Inc.'s Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 14, 1996
EXHIBIT 23(B)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of our estimates, dated January 9
and 23, 1996, which appear in the MDU Resources Group, Inc. Annual Report on
Form 10-K for the year ended December 31, 1995, and to all references to our
firm included in this Registration Statement.
RALPH E. DAVIS ASSOCIATES, INC.
Houston, Texas /s/ Joseph Mustacchia Jr.
June 14, 1996 Executive Vice-President
EXHIBIT 23(C)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of our report, dated May 9, 1994,
which appear in the MDU Resources Group, Inc. Annual Report on Form 10-K for the
year ended December 31, 1995, and to all references to our firm included in this
Registration Statement.
WEIR INTERNATIONAL MINING CONSULTANTS
Des Plaines, Illinois /s/ Kenneth J. Ginnard
June 14, 1996
