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 FOR
COLLECTIVE BARGAINING UNIT EMPLOYEES
(Full title of the plan)
HAROLD J. MELLEN, JR. WARREN L. ROBINSON RICHARD M. FARMER
President and Chief Vice President, Treasurer Reid & Priest LLP
Executive Officer and Chief Financial 40 West 57th Street
MDU Resources Group, Inc. Officer New York, New York
400 North Fourth Street MDU Resources Group, Inc. 10019
Bismarck, North Dakota 400 North Fourth Street (212) 603-2000
58501 Bismarck, North Dakota
(701) 222-7900 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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Proposed Proposed
Amount to maximum maximum Amount of
Title of be regis- offering aggregate regis-
securities to be tered price offering tration
registered (1)(2) per share price fee
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Common Stock, $3.33 600,000 $20.94 $12,564,000 $4,333
par value shares (3) (3)
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Preference Share 600,000 -- -- -- (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 For
Collective Bargaining Unit Employees (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. 33-53898), 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 350,000 shares of the Company's Common Stock,
$5.00 par value and 350,000 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 Power 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.
-------------------------
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 and June 14, 1996
----------------------------- Director
Harold J. Mellen, Jr.
/s/ Douglas C. Kane Chief Operating Officer and June 14, 1996
----------------------------- 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
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Richard L. Muus
/s/ Robert L. Nance Director June 14, 1996
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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
-----------------------------
Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director June 14, 1996
-----------------------------
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 For Collective Bargaining Unit
Employees 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
For Collective Bargaining Unit Employees
By: /s/ Douglas C. Kane
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Douglas C. Kane, Chairman
MDU Resources Group, Inc. Tax Deferred
Compensation Savings Plan For
Collective Bargaining Unit Employees
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 600,000 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 for Collective Bargaining Unit Employees (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 600,000 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 for Collective Bargaining Unit Employees (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 Collective Bargaining Unit Employees
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
