SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 1-3480
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
MDU RESOURCES GROUP, INC.
400 NORTH FOURTH STREET
BISMARCK, NORTH DAKOTA 58501
<PAGE>
CONTENTS
Required Information
Financial Statements:
Statements of Financial Condition -- December 31,
1995 and 1994
Statements of Income and Changes in Participants'
Equity -- Years ended December 31, 1995, 1994
and 1993
Notes to Financial Statements
Schedules -- Schedule I has been omitted because
the required information is shown in such
financial statements or the notes or supplemental
schedules thereto.
Schedule II -- Allocation of Plan Assets and
Liabilities to Investment Programs
Schedule III -- Allocation of Plan Income and
Changes in Plan Equity to Investment Programs
Report of Independent Public Accountants
Signature page
Exhibit:
Consent of Independent Public Accountants<PAGE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
1995 1994
Assets:
Investments -- (Schedule II)
MDU Resources Group, Inc. common
stock
(1995 -- 2,713,385 shares,
cost $39,410,816;
1994 -- 1,759,315 shares,
cost $36,580,556) $ 54,131,271 $ 47,731,283
Other 7,816,138 3,878,968
Cash 3 3
Contributions receivable --
Employers 100,000 83,086
Employees --- 210,358
Dividends and interest receivable 746,432 707,662
$ 62,793,844 $ 52,611,360
Participants' equity:
Distributions due terminated
participants $ 1,432,240 $ 1,747,667
Active participants' equity 61,361,604 50,863,693
$ 62,793,844 $ 52,611,360
The accompanying notes are an integral part
of these statements.<PAGE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Years ended December 31,
1995 1994 1993
Investment income:
(Schedule III)
Dividends $ 3,085,049 $ 2,791,695 $ 2,510,415
Interest 21,542 24,039 34,835
Capital gains 10,645 12,091 1,143
Other (19,297) (183) (465)
Realized gain on
distributions 1,238,330 996,155 762,719
Unrealized appreciation
(depreciation) on
investments 4,817,153 (8,370,711) 7,552,520
9,153,422 (4,546,914) 10,861,167
Contributions: (Schedule III)
Employers 1,236,820 1,081,356 929,657
Employees 2,921,030 2,755,294 2,403,883
Employee rollover 19,784 438,715 ---
Total contributions 4,177,634 4,275,365 3,333,540
Distributions to terminated
participants (4,694,993) (3,187,951) (2,219,246)
Net transfers from Tax
Deferred Compensation
Savings Plan for
Collective Bargaining
Unit Employees 678,285 168,444 238,929
Increase (decrease) in
participants' equity 9,314,348 (3,291,056) 12,214,390
Participants' equity at
beginning of year 52,611,360 55,902,416 43,688,026
Merger of Profit Sharing
feature (Note 1) 868,136 N/A N/A
53,479,496 55,902,416 43,688,026
Participants' equity at
end of year $62,793,844 $52,611,360 $55,902,416
The accompanying notes are an integral part
of these statements.<PAGE>
1. Description of the Plan
The MDU Resources Group, Inc. Tax Deferred Compensation Savings
Plan (the Plan) was adopted on August 4, 1983, by the Board of
Directors of MDU Resources Group, Inc. (the Company) to provide a
means for deferred savings and investment by eligible employees
and to afford additional security for their retirement. The Plan
is a defined contribution plan established effective January 1,
1984. The Company and any of its direct or indirect subsidiaries
who chose to participate in the Plan are the Employers. Effective
January 1, 1988 (1988 Effective Date), the Plan was amended and
restated to reflect the merger and transfer of eligible employees'
accounts of the MDU Resources Group, Inc. Employee Stock Ownership
Plan (ESOP) into the Plan. Effective January 1, 1995 (1995
Effective Date), the Plan was amended to reflect the merger and
transfer of eligible employees' accounts of the Anchorage Sand and
Gravel Company, Inc. (AS&G) Profit Sharing/401(k) Plan into the
Plan. The 401(k) feature of the AS&G Profit Sharing/401(k) Plan
was merged into the Deferred Savings feature of the Plan with the
Profit Sharing feature being merged into the Plan as a separate
feature. The fiscal year of the Plan (Plan Year) is the calendar
year.
The Board of Directors of the Company may amend or modify the
Plan, and the Boards of Directors of the Employers may, at any
time, terminate the Plan with respect to the respective Employer.
The Plan is administered for the Company by a five-member
committee (the Committee) appointed by the Chief Executive Officer
of the Company.
Administrative expenses of the Plan are paid by the Employers,
however, fees or commissions associated with each of the
investment options are paid primarily by participants as a
deduction from the amount invested or an offset to investment
earnings.
The Plan contains three parts: 1) The Deferred Savings feature
which is the part of the Plan related to an eligible employee's
ability to defer a portion of the employee's current compensation
into a tax-free trust, 2) The ESOP feature which is the part of
the Plan related to participation in the ESOP, as merged into the
Plan as of the 1988 Effective Date and 3) The Profit Sharing
feature which is the part of the Plan related to participation in
the AS&G Profit Sharing Plan, as merged into the Plan as of the
1995 Effective Date.
Deferred Savings
Any employee who is at least 18 years of age, who has completed
at least one year of service with a minimum of 1,000 hours worked
and who is not a collective bargaining unit employee is eligible
to participate in the Plan. An eligible employee may elect to
participate in the Plan on January 1, April 1, July 1 or October 1
following completion of one year of service and by filing a
written election with the Committee to have savings contributions
made on the employee's behalf. A former participant or eligible
employee who is reemployed shall again become eligible to become a
participant as defined in the respective Employer's summary plan
description.
Upon becoming a participant, and in January, April, July and
October of each subsequent year, each participant may, by filing a
written election with the Committee or via the Benefits Advantage
Hotline, authorize the participant's Employer to contribute to the
Plan on such participant's behalf by payroll reduction. The
Benefits Advantage Hotline is operated by the trustee, Norwest
Bank Minnesota, N.A. The Plan allows contributions by
participants varying from one percent through 10 percent (15
percent effective January 1, 1996) in one percent increments, of
eligible compensation for each pay period. In addition, effective
January 1, 1994, the Plan began accepting rollover contributions
from other qualified retirement plans or an Individual Retirement
Account (IRA) that only holds assets distributed from a qualified
plan as adjusted for earnings, losses and gains attributable
thereto. Such savings contributions on behalf of a participant
are credited to the participant's Savings Contribution Account.
An election is made by each participant to allocate contributions
to any or all of the five available investment options. The
investment election made must be designated in 10 percent
increments of the total amount contributed by the participant to
be invested in common stock of the Company, an equity indexed
mutual fund, a bond market indexed fund, a balanced fund and a
short-term investment fund. Such savings contributions reduce, on
a dollar-for-dollar basis, the participant's taxable earnings in
the year in which the savings contributions are withheld.
Eligible compensation is defined as the employee's total
compensation (not in excess of $150,000) from the Employer,
unreduced by any savings contributions of the eligible employee to
the Plan, and any amount contributed by the Employer pursuant to a
salary reduction agreement and which is not includible in the
gross income of an employee, excluding other contributions to the
Plan, contributions to other employee benefit plans and certain
additional items of compensation which do not constitute direct
earnings.
A participant may authorize suspension of such participant's
savings contributions to the Plan for a minimum period of three
months by filing a written election with the Committee or via the
Benefits Advantage Hotline. Such suspension of savings
contributions is effective no later than the first pay period
coincident with or next following 30 days after the election to
suspend is received by the Trustee or the Committee. Suspended
savings contributions may not be made up by savings contributions
at a later time.
Each participant's Employer makes a monthly contribution, equal
to a percentage of such participant's monthly savings
contributions as defined in the respective Employer's summary plan
description, which is credited to such participant's Matching
Contribution Account. All matching contributions are invested in
common stock of the Company.
A participant's interest in a Savings Contribution Account or a
Matching Contribution Account is at all times fully vested and
nonforfeitable.
The Plan limits the elective deferral contribution for each
participant to the annual dollar limit as designated in Section
402(g) of the Internal Revenue Code (the Code) for the calendar
year. For each participant, contributions credited to an account
in any plan year, when aggregated with contributions under all
other qualified plans maintained by the Employers, cannot be
greater than the maximum contribution permitted by Section 415 of
the Code. The deduction for contributions to the Plan, when taken
together with all other contributions made by the Employer to
other qualified retirement plans, cannot exceed the maximum amount
deductible under Section 404 of the Code. The Plan also limits
the aggregate savings contributions which may be made on behalf of
highly compensated employees.
Once each month, the Employers pay all authorized contributions
withheld from the participants to the trustee to be held in trust
and invested for the respective accounts of the participants,
pursuant to the terms of the Trust Agreement executed with Norwest
Bank Minnesota, N.A. effective January 1, 1994. Contributions for
common stock, including the Employers' matching contribution, are
used by the trustee to purchase shares of MDU Resources Group,
Inc. common stock (MDU stock) directly in the open market. All
such market purchases may be made at such prices as the trustee
may determine in its sole and absolute discretion. Under the
terms of the Trust Agreement, the trustee may also purchase shares
of authorized but unissued common stock directly from the Company
if the Company chooses to issue new stock. The funds contributed
to the equity indexed mutual fund are invested in the Vanguard
Index-500 Portfolio (Vanguard), which trades in the 500 common
stocks listed on the Standard & Poor's 500 Composite Stock Price
Index. The funds contributed to the bond market indexed fund are
invested through Mellon Bank in the Dreyfus Bond Market Index Fund
(Mellon), which invests in corporate bonds which attempt to match
the Lehman Brothers Government/Corporate Bond Index. The funds
contributed to the balanced fund are invested in the Fidelity
Balanced Fund (Fidelity), which invests in high-yielding
securities including common stocks, preferred stocks and bonds.
The funds contributed to the short-term investment fund (STIF) are
invested in short-term, high quality, money market investments.
Any dividends, interest, gains, losses or other distributions
on the above mentioned investments and short-term investment
income allocated to a participant's accounts are reinvested in the
appropriate investment medium, which is credited to the
participant's accounts. As amounts are allocated to each
participant's accounts, they become fully vested.
The amount credited to a participant's Savings Contribution
Account and Matching Contribution Account shall become payable to
the participant or the participant's beneficiary/beneficiaries, as
applicable (see tax rules related to rollover options), upon
death, retirement, disability, or other termination of employment
with the Employers. The distribution of such amounts will be as
defined in the respective Employer's summary plan description and
as determined by the Committee based on the needs and preference
expressed by the participant or designated beneficiary. Amounts
credited to such accounts will be paid as soon as practicable
after such amounts are ascertained; provided that such payment
shall not be made prior to the participant's attainment of age 65
without the written consent of the participant if the value of
such accounts exceeds $3,500.
Upon written application to the Committee, a participant may
make withdrawals from such participant's Savings Contribution
Account or Matching Contribution Account under certain conditions.
ESOP
Participation in the ESOP feature of the Plan is limited to
participants in the ESOP as of the 1988 Effective Date or the date
as of which an ESOP account is established under the Plan,
whichever is later.
As of the 1988 Effective Date, ESOP Accounts have been
suspended and no additional contributions shall be made by the
Company to such accounts, other than to reflect dividends or other
earnings, unless and to the extent the Company in its sole
discretion shall make additional contributions.
A participant's interest in an ESOP Account is at all times
fully vested and nonforfeitable.
Distributions are consistent with the Deferred Savings feature
previously mentioned.
Each participant who has attained age 55 and who has completed
at least 10 years of participation under the ESOP or ESOP feature
of the Plan is entitled to elect the distribution of a percentage
of the value of the participant's ESOP Account attributable to
common stock acquired under the ESOP or ESOP feature after
December 31, 1986.
Profit Sharing
Participation in the profit sharing feature of the Plan is
limited to participants who had one or more account balances in
the AS&G Profit Sharing/401(k) Plan on December 31, 1994.
Subject to the limitations of the Plan, AS&G contributes a
discretionary amount out of its current or accumulated net profit,
as defined in the summary plan description, which shall be
allocated to the Non-Elective Contribution Accounts of each
participant to be held in trust and invested for the respective
accounts of the participants, pursuant to the terms of the Trust
Agreement effective December 12, 1989. Three individual employees
of AS&G are participants of the Plan and are the trustees under
that trust agreement.
The assets of the profit sharing feature consist of real
estate, stocks, bonds and other securities and will be liquidated
and transferred to Norwest Bank Minnesota, N.A. as soon as
practicable.
Any dividends, interest, gains, losses or other distributions
on the assets of the profit sharing feature, except real estate,
are reinvested in the appropriate investment medium, which is
credited to the participant's Non-Elective Contribution Account.
Participants shall vest in the balances in their Non-Elective
Contributions Accounts as defined in the summary plan description.
That portion of a participant's Non-Elective Contribution Account
which is not fully vested upon termination of employment shall be
forfeited as defined in the summary plan description. In 1995
there were no forfeited accounts.
The amount credited and fully vested to a participant's Non-
Elective Contribution Account shall become payable to the
participant or the participant's beneficiary/beneficiaries, as
applicable (see tax rules related to rollover options), upon
death, retirement, disability or other termination of employment
with the Employer. The distribution of such amounts will be as
defined in the summary plan description and as determined by the
Committee based on the needs and preference expressed by the
participant or designated beneficiary. Amounts credited to such
accounts will be paid as soon as practicable after such amounts
are ascertained; provided that such payment shall not be made
prior to the participant's attainment of age 65 without the
written consent of the participant if the value of such accounts
exceeds $3,500.
Upon written application to the Committee, a participant may
make withdrawals from such participant's Non-Elective Contribution
Account under certain conditions.
2. Summary of significant accounting policies
Investment valuation --
Investments held by the Plan are carried at market value.
Market value for Mellon is determined from several independent
pricing sources. Market value for STIF approximates cost. Market
value of the real estate is determined using a Letter of Opinion
from a real estate broker. Market value of the Plan's other
investments are based on published market quotations.
Contributions --
Employer and employee contributions are recorded by the Plan
when received or determined to be receivable. Employee
contributions are accumulated by the Employers through payroll
reductions.
Other --
Securities transactions are recorded on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned.
3. Investments
The cost basis for distributions from the Plan is calculated
using the average cost per participant. Information concerning
distributions to terminated participants and other participants
meeting certain conditions of the Plan during 1995, 1994 and 1993
was as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
MDU Stock:
Number
of
shares 116,987 66,558 44,875 48,350 34,169 26,089
Market
value $2,986,213 $1,995,339 $1,302,291 $1,248,156 $1,027,066 $753,857
Average
cost $2,361,202 $1,480,531 $928,280 $728,333 $553,429 $396,305
Cash $337,286 $152,158 $151,814 $17,582 $13,388 $11,284
</TABLE>
Cash distributions made in 1995 from the Profit Sharing feature
were $105,756.
The net changes in unrealized appreciation of Plan investments
during 1995, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Unrealized
appreciation
at 01/01 $5,865,526 $11,586,491 $ 6,355,085 $5,443,782 $8,093,528 $5,772,414
Change
during
the year 3,942,470 (5,720,965) 5,231,406 861,743 (2,649,746) 2,321,114
Unrealized
appreciation
at 12/31 $9,807,996 $ 5,865,526 $11,586,491 $6,305,525 $5,443,782 $8,093,528
</TABLE>
Profit
Sharing
1995
Unrealized
appreciation
at 01/01 $(46,874)
Change
during
the year 12,940
Unrealized
appreciation
at 12/31 $(33,934)
4. Federal income taxes
The Internal Revenue Service (IRS) has informed the Company that
the Plan, as amended through August 16, 1994, is qualified under
Section 1.401-1 of the Income Tax Regulations. The Company intends
to file subsequent plan amendments with the IRS to receive final
determination. The Company believes the Plan, as amended, will
remain exempt from federal income tax under Section 501(a) of the
Code. Contributions under the Plan and earnings of the trust will
not be taxable to the participants until distributed. Except as
stated below, any distribution made to a participant is taxable as
ordinary income in the year of distribution.
Under current law, the amount taxable as ordinary income may be
eligible for either a special five-year or ten-year averaging
method of taxation if the participant has participated in the Plan
for five years prior to the year in which the distribution is
received. Any net unrealized appreciation at the time of
distribution will be treated as long-term capital gain upon the
subsequent sale of the common stock (unless the participant has
previously elected to include this amount as income in the year of
distribution) and any further appreciation subsequent to the date
of distribution will be treated as long-term or short-term capital
gain depending on the participant's holding period.
Distributions from the Plan may qualify under the Code as
"eligible rollover distributions." An eligible rollover
distribution is a distribution paid directly from the Plan to an
IRA or another employer plan that accepts rollovers. If a
participant chooses this option, such participant is not taxed
until the participant later receives a distribution from the IRA or
the employer plan.
The foregoing covers only the general federal income tax aspects
of Plan participation and distributions.<PAGE>
SUPPLEMENTAL
SCHEDULES
<PAGE>
<TABLE>
SCHEDULE II
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1995
<CAPTION>
Total
ESOP Deferred Savings Deferred Profit
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Sharing Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 751 1,096 664 321 264 59 36
Number of
shares/units 748,388 1,964,997 82,876 107,263 56,860 245,299 2,457,295 * 3,205,683
Cost $ 8,568,740 $30,842,075 $3,548,880 $1,030,884 $752,153 $245,300 $36,419,292 $879,790 $45,867,822
Market value $14,874,265 $39,257,006 $4,832,501 $1,100,847 $791,635 $245,299 $46,227,288 $845,856 $61,947,409
Cash 1 --- 1 --- --- 1 2 --- 3
Contributions
receivable --
Employers --- ---- --- --- --- --- --- 100,000 100,000
Employees --- --- --- --- --- --- --- --- ---
Dividends and
interest
receivable 203,936 535,670 29 5,555 17 1,207 542,478 18 746,432
$15,078,202 $39,792,676 $4,832,531 $1,106,402 $791,652 $246,507 $46,769,768 $945,874 $62,793,844
Participants'
equity:
Distributions
due terminated
participants $ 463,796 $ 893,892 $ 45,729 $ 18,191 $ 5,682 $ 4,950 $ 968,444 $ --- $ 1,432,240
Active
participants'
equity 14,614,406 38,898,784 4,786,802 1,088,211 785,970 241,557 45,801,324 945,874 61,361,604
$15,078,202 $39,792,676 $4,832,531 $1,106,402 $791,652 $246,507 $46,769,768 $945,874 $62,793,844
*Due to the various type of investments held, which include real estate, stocks, bonds and other securities, the number of
shares/units is not presented because it does not correlate with cost or market value.
The accompanying notes are an integral part
of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule II
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1994
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 815 1,114 612 308 193 29
Number of shares/
units 511,654 1,247,661 64,798 83,896 21,628 64,938 1,482,921 1,994,575
Cost $ 8,436,469 $28,144,087 $2,587,680 $793,268 $274,502 $64,939 $31,864,476 $40,300,945
Market value $13,880,250 $33,851,033 $2,784,408 $763,798 $265,824 $64,938 $37,730,001 $51,610,251
Cash 1 --- --- --- 1 1 2 3
Contributions
receivable --
Employers --- 83,086 --- --- --- --- 83,086 83,086
Employees --- 129,889 49,913 12,006 17,265 1,285 210,358 210,358
Dividends and
interest receivable 205,481 497,855 --- 4,017 --- 309 502,181 707,662
$14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
Participants' equity:
Distributions due
terminated
participants $ 501,455 $ 1,208,696 $ 15,576 $ 10,270 $ 11,670 $ --- $ 1,246,212 $ 1,747,667
Active participants'
equity 13,584,277 33,353,167 2,818,745 769,551 271,420 66,533 37,279,416 50,863,693
$14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
The accompanying notes are an integral part
of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1995
<CAPTION>
Total
ESOP Deferred Savings Deferred Profit
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Sharing Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 811,566 $ 2,071,881 $ 94,903 $ 56,651 $ 25,695 $ --- $ 2,249,130 $ 24,353 $ 3,085,049
Interest 42 5,075 959 330 862 11,566 18,792 2,708 21,542
Capital gains --- --- 10,645 --- --- --- 10,645 --- 10,645
Other --- 4,864 1,162 --- 809 (292) 6,543 (25,840) (19,297)
Realized gain
(loss) on
distributions 525,653 641,926 977 (82) 523 --- 643,344 69,333 1,238,330
Unrealized
appreciation
on investments 861,743 2,707,985 1,086,893 99,432 48,160 --- 3,942,470 12,940 4,817,153
2,199,004 5,431,731 1,195,539 156,331 76,049 11,274 6,870,924 83,494 9,153,422
Contributions:
Employers--
MDU --- 738,820 --- --- --- --- 738,820 --- 738,820
Williston Basin --- 183,574 --- --- --- --- 183,574 --- 183,574
Knife River --- 214,426 --- --- --- --- 214,426 100,000 314,426
--- 1,136,820 --- --- --- --- 1,136,820 100,000 1,236,820
Employees--
MDU --- 1,151,433 491,880 95,396 191,473 21,074 1,951,256 --- 1,951,256
Williston Basin --- 287,190 112,832 28,823 40,012 2,748 471,605 --- 471,605
Knife River --- 238,396 127,147 34,792 65,950 31,884 498,169 --- 498,169
--- 1,677,019 731,859 159,011 297,435 55,706 2,921,030 --- 2,921,030
Employee rollover--
MDU --- 17,660 --- --- --- 1,742 19,402 --- 19,402
Williston Basin --- --- --- --- --- --- --- --- ---
Knife River --- 344 38 --- --- --- 382 --- 382
--- 18,004 38 --- --- 1,742 19,784 --- 19,784
Total
contributions --- 2,831,843 731,897 159,011 297,435 57,448 4,077,634 100,000 4,177,634
Distributions to
terminated
participants (1,265,738) (3,172,483) (94,019) (29,841) (17,489) (9,667) (3,323,499) (105,756) (4,694,993)
Transfers of
participants'
equity:
Fund to fund --- 4,803 24,383 11,857 9,225 (50,268) --- --- ---
Plan to Plan 59,204 134,919 140,410 29,223 143,342 171,187 619,081 --- 678,285
59,204 139,722 164,793 41,080 152,567 120,919 619,081 --- 678,285
Increase
in participants'
equity 992,470 5,230,813 1,998,210 326,581 508,562 179,974 8,244,140 77,738 9,314,348
Participants'
equity
at beginning
of year 14,085,732 34,561,863 2,834,321 779,821 283,090 66,533 38,525,628 868,136 53,479,496
Participants'
equity
at end
of year $15,078,202 $39,792,676 $4,832,531 $1,106,402 $791,652 $246,507 $46,769,768 $945,874 $62,793,844
The accompanying notes are an integral part
of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1994
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 802,609 $ 1,884,703 $ 70,960 $ 29,186 $ 4,237 $ --- $ 1,989,086 $ 2,791,695
Interest 2,535 8,745 167 11,167 51 1,374 21,504 24,039
Capital gains --- --- 12,091 --- --- --- 12,091 12,091
Other --- --- (10) (145) --- (28) (183) (183)
Realized gain (loss) on
distributions 479,306 521,651 4,224 (9,026) --- --- 516,849 996,155
Unrealized depreciation
on investments (2,649,746) (5,599,607) (57,553) (55,127) (8,678) --- (5,720,965) (8,370,711)
(1,365,296) (3,184,508) 29,879 (23,945) (4,390) 1,346 (3,181,618) (4,546,914)
Contributions:
Employers --
MDU --- 720,221 --- --- --- --- 720,221 720,221
Williston Basin --- 175,905 --- --- --- --- 175,905 175,905
Knife River --- 185,230 --- --- --- --- 185,230 185,230
--- 1,081,356 --- --- --- --- 1,081,356 1,081,356
Employees --
MDU --- 1,184,767 472,737 103,467 120,326 5,903 1,887,200 1,887,200
Williston Basin --- 268,320 116,208 33,893 29,222 2,008 449,651 449,651
Knife River --- 280,741 87,549 38,720 8,224 3,209 418,443 418,443
--- 1,733,828 676,494 176,080 157,772 11,120 2,755,294 2,755,294
Employee rollover --
MDU --- 9,617 483 240 2 --- 10,342 10,342
Williston Basin --- --- --- --- --- --- --- ---
Knife River --- 181,845 124,131 122,397 --- --- 428,373 428,373
--- 191,462 124,614 122,637 2 --- 438,715 438,715
Total contributions --- 3,006,646 801,108 298,717 157,774 11,120 4,275,365 4,275,365
Distributions to
terminated
participants (1,040,454) (2,071,259) (53,547) (21,441) (1,250) --- (2,147,497) (3,187,951)
Transfers of
participants' equity:
Fund to fund --- 81,140 (190,274) (75,889) 130,956 54,067 --- ---
Plan to Plan 53,095 95,911 14,642 4,796 --- --- 115,349 168,444
53,095 177,051 (175,632) (71,093) 130,956 54,067 115,349 168,444
Increase (decrease) in
participants' equity (2,352,655) (2,072,070) 601,808 182,238 283,090 66,533 (938,401) (3,291,056)
Participants' equity
at beginning of year 16,438,387 36,633,933 2,232,513 597,583 --- --- 39,464,029 55,902,416
Participants' equity
at end of year $14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360
The accompanying notes are an integral part
of this schedule.
</TABLE>
<PAGE>
<TABLE>
Schedule III
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1993
<CAPTION>
Total
ESOP Deferred Savings Deferred
MDU Stock MDU Stock Vanguard Mellon Savings Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 780,816 $ 1,678,437 $ 51,162 $ --- $ 1,729,599 $ 2,510,415
Interest --- --- --- 34,835 34,835 34,835
Capital gains --- --- 1,143 --- 1,143 1,143
Other --- --- (10) (455) (465) (465)
Realized gain on distributions 363,469 395,807 3,443 --- 399,250 762,719
Unrealized appreciation
on investments 2,321,113 5,104,567 114,118 12,722 5,231,407 7,552,520
3,465,398 7,178,811 169,856 47,102 7,395,769 10,861,167
Contributions:
Employers --
MDU --- 675,823 --- --- 675,823 675,823
Williston Basin --- 175,143 --- --- 175,143 175,143
Knife River --- 78,691 --- --- 78,691 78,691
--- 929,657 --- --- 929,657 929,657
Employees --
MDU --- 1,113,838 508,800 128,763 1,751,401 1,751,401
Williston Basin --- 256,273 138,068 41,357 435,698 435,698
Knife River --- 158,257 47,823 10,704 216,784 216,784
--- 1,528,368 694,691 180,824 2,403,883 2,403,883
Total contributions --- 2,458,025 694,691 180,824 3,333,540 3,333,540
Distributions to terminated
participants (765,141) (1,414,028) (29,057) (11,020) (1,454,105) (2,219,246)
Transfers of participants' equity:
Fund to fund --- 121,180 (101,643) (19,537) --- ---
Plan to Plan 87,392 125,933 22,014 3,590 151,537 238,929
87,392 247,113 (79,629) (15,947) 151,537 238,929
Increase in participants' equity 2,787,649 8,469,921 755,861 200,959 9,426,741 12,214,390
Participants' equity at
beginning of year 13,650,738 28,164,012 1,476,652 396,624 30,037,288 43,688,026
Participants' equity at
end of year $16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416
The accompanying notes are an integral part
of this schedule.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To MDU Resources Group, Inc.:
We have audited the accompanying statements of financial condition
of MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS
PLAN as of December 31, 1995 and 1994, and the related statements
of income and changes in participants' equity for each of the
three years in the period ended December 31, 1995. These
financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is
to express an opinion on these financial statements and
supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MDU
Resources Group, Inc. Tax Deferred Compensation Savings Plan as of
December 31, 1995 and 1994, and the results of its operations and
the changes in participants' equity for each of the three years in
the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules are presented for purposes of additional analysis and
are not a required part of the basic financial statements. This
information has been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 27, 1996
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Tax Deferred Compensation Savings Plan committee has
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION
SAVINGS PLAN
Date: March 29, 1996 By /s/ Douglas C. Kane
Douglas C. Kane (Chairman)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Registration Statement (Form S-8
No. 33-53896).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 29, 1996
