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-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
(701) 222-7900
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
(Full title of the plan)
HAROLD J. MELLEN, JR. WARREN L. ROBINSON RICHARD M. FARMER
President and Chief Vice President, Reid & Priest LLP
Executive Officer Treasurer 40 West 57th Street
MDU Resources Group, and Chief Financial New York, New York
Inc. Officer 10019
400 North Fourth Street MDU Resources Group, (212) 603-2000
Bismarck, North Dakota Inc.
58501 400 North Fourth Street
(701) 222-7900 Bismarck, North Dakota
58501
(701) 222-7900
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
to be maximum maximum Amount of
Title of regis- offering aggregate regis-
securities to be tered price offering tration
registered (1)(2) per share price fee
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Common Stock, $3.33 par 700,000 $20.94 $14,658,000 $5,055
value shares (3) (3)
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Preference Share 700,000 -- -- -- (4)
Purchase Rights rights
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended, this registration statement also covers such
indeterminable number of additional shares of common stock as may
become deliverable as a result of stock splits, stock dividends or
similar transactions in accordance with the provisions of the Plan.
(3) Based on the average of the high and the low prices of the Company's
common stock on the composite tape on June 13, 1996, pursuant to
Rule 457(c).
(4) 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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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is prepared pursuant to
General Instruction E to Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The document listed below is hereby incorporated by reference into
this registration statement, and all documents subsequently filed by MDU
Resources Group, Inc. (the "Company") or the MDU Resources Group, Inc. Tax
Deferred Compensation Savings Plan (the "Plan") pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange 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 subsequently filed by the Company or the Plan pursuant to
Section 13 or 15(d) of the Exchange Act prior to the filing with the
Securities and Exchange Commission (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 Form 10-K or Annual
Report on Form 11-K, as the case may be:
(a) The Company's Registration Statement on Form S-8 (Registration
No. 33-53896), as filed by the Company with the Commission on
October 29, 1992, pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), registering 500,000 shares of
the Company's Common Stock, $5.00 par value and 500,000
Preference Share Purchase Rights under the Plan, as such
Registration Statement was amended by Post-Effective Amendment
No. 1 filed by the Company with the Commission on October 13,
1995, pursuant to the Securities Act, reflecting a three-for-
two split of the Company's Common Stock effective October 13,
1995.
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 herein or 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 8. EXHIBITS.
*4(a) Composite 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, in 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, in File No. 1-3480.
*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.
*4(d) Indenture of Mortgage, dated as of May 1, 1939, as restated
in the Forty-fifth Supplemental Indenture, dated as of April
21, 1992, and the Forty-sixth through Forty-eighth
Supplements thereto 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
and Exhibits 4(e), 4(f) and 4(g) in Registration No. 33-
53896.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) 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) Consent of Lester H. Loble, II, Esq. (contained in opinion
filed as Exhibit 5(a) hereto).
23(e) Consent of Reid & Priest LLP (contained in opinion filed as
Exhibit 5(b) hereto).
24 Powers of Attorney (see signature pages).
______________________
*Incorporated herein by reference as indicated.
The undersigned registrant has submitted the Plan and has submitted,
or will submit, any amendments thereto to the Internal Revenue Service (the
"IRS") and has made, or will make, all changes required by the IRS in order
to qualify the Plan, as amended, under Section 401 of the Internal Revenue
Code.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(A) 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;
(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 and 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 20 percent
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 paragraphs (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 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement;
(B) That, for the purpose of determining any liability under the
Securities Act, 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;
(C) 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
(D) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
<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/her attorney-in-
fact to sign in his/her name and behalf, in any and all capacities stated
below, and to file with the Securities and Exchange 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 like authority to sign and file any
such amendment in its name and behalf.
SIGNATURES
The Registrant. 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-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bismarck, State of
North Dakota on the 14th day of June, 1996.
MDU RESOURCES GROUP, INC.
By: /s/ Harold J. Mellen, Jr.
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Harold J. Mellen, Jr.
President and Chief Executive
Officer
<PAGE>
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 Officer June 14, 1996
------------------------ and Director
Harold J. Mellen, Jr.
/s/ Douglas C. Kane Chief Operating Officer June 14, 1996
------------------------ and Director
Douglas C. Kane
/s/ Warren L. Robinson Chief Financial Officer June 14, 1996
------------------------
Warren L. Robinson
/s/ Vernon A. Raile Chief Accounting Officer June 14, 1996
------------------------
Vernon A. Raile
/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
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John L. Olson
/s/ Homer A. Scott, Jr. Director June 14, 1996
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Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director June 14, 1996
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Joseph T. Simmons
/s/ Sister Thomas Welder Director June 14, 1996
------------------------
Sister Thomas Welder,
O.S.B.
<PAGE>
POWER OF ATTORNEY
The Plan hereby appoints the Agents for Service named in this
registration statement, and each of them severally, as its attorney-in-fact
to sign in its name and behalf and to file with the Securities and Exchange
Commission, any and all amendments including post-effective amendments, to
this registration statement.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan
Committee has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Bismarck, State of North Dakota, on the 14th day of June, 1996.
MDU RESOURCES GROUP, INC.
Tax Deferred Compensation Savings Plan
By: /s/ Douglas C. Kane
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Douglas C. Kane, Chairman
MDU Resources Group, Inc. Tax Deferred
Compensation
Savings Plan Committee
<PAGE>
EXHIBIT INDEX
*4(a) Composite 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, in
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, in File No. 1-3480.
*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.
*4(d) Indenture of Mortgage, dated as of May 1, 1939, as restated in
the Forty-fifth Supplemental Indenture, dated as of April 21,
1992, and the Forty-sixth through Forty-eighth Supplements
thereto 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 and Exhibits 4(e),
4(f) and 4(g) in Registration No. 33-53896.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) 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) Consent of Lester H. Loble, II, Esq. (contained in opinion
filed as Exhibit 5(a) hereto).
23(e) Consent of Reid & Priest LLP (contained in opinion filed as
Exhibit 5(b) hereto).
24 Powers of Attorney (see signature pages).
______________________
*Incorporated herein by reference as indicated.
Exhibit 5(a)
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-8 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 700,000 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 Tax Deferred Compensation
Savings Plan (the "Plan"), it is my opinion that:
1. 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 Board of Directors or a duly
authorized committee thereof shall have
approved the issuance and sale of the Stock
by the Company; and
(c) 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.
2. The Rights, when issued as contemplated by
the Registration Statement, will be validly issued.
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 1(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 the use of my
name therein.
Very truly yours,
/s/ Lester H. Loble, II
Lester H. Loble, II
General Counsel
and Secretary
Exhibit 5(b)
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-8 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 700,000 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 Tax Deferred Compensation
Savings Plan (the "Plan"), we are of the opinion that:
1. 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 Board of Directors or a duly
authorized committee thereof shall have
approved the issuance and sale of the Stock
by the Company; and
(c) 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.
2. The Rights, when issued as contemplated by
the Registration Statement, will be validly issued.
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 reports
dated January 24, 1996 and March 27, 1996 incorporated by reference in MDU
Resources Group Inc.'s Form 10-K for the year ended December 31, 1995 and
included in the Annual Report on Form 11-K of the MDU Resources Group, Inc.
Tax Deferred Compensation Savings Plan for the year ended December 31,
1995, respectively, 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 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.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Joseph Mustacchia Jr.
Executive Vice-President
Houston, Texas
June 14, 1996
Exhibit 23(c)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
registration statement of our report, dated May 9, 1994, which appears in
the MDU Resources Group, Inc. Annual Report on Form 10-K for the year ended
December 31, 1995.
WEIR INTERNATIONAL MINING CONSULTANTS
/s/ Kenneth J. Ginnard
Des Plaines, Illinois
June 14, 1996
