AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997.
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)
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MDU RESOURCES GROUP, INC.
1997 NON-EMPLOYEE DIRECTOR
LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
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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)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
TITLE OF BE OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED PRICE OFFERING REGISTRATION
REGISTERED (1) PER SHARE PRICE FEE
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Common Stock, 200,000 $24.0625(2) $4,812,500(2) $1,459
$3.33 par value shares
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Preference Share 200,000 -- -- -- (3)
Purchase Rights rights
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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 of the high and the low prices of the composite
tape on May 22, 1997, 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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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by MDU Resources Group,
Inc. (Company) with the Securities and Exchange Commission (Commission)
pursuant to the Securities Exchange Act of 1934, as amended (1934 Act), are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and
to be part hereof from the date of filing of such documents; provided,
however, that the documents enumerated above or subsequently filed by the
Company pursuant to Section 13 of the 1934 Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K shall
not be incorporated by reference in this registration statement or be a
part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF COMMON STOCK AND PREFERENCE SHARE PURCHASE RIGHTS.
The Company's authorized capital stock consists of 75,000,000 shares of
Common Stock, $3.33 par value; 500,000 shares of Preferred Stock, $100 par
value; 1,000,000 shares of Preferred Stock A, without par value; and
500,000 shares of Preference Stock, without par value.
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There presently are no shares of Preference Stock or Preferred Stock A
outstanding. At March 31, 1997, there were outstanding 28,606,128 shares
of Common Stock; 19,000 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.
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.
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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
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of $50 per one one-hundredth ($33.33 per one one-hundred-and-fiftieth) of a
Preference Share (Purchase Price), subject to certain adjustments.
Capitalized terms used in the following description and not otherwise
defined herein have the meanings set forth in the Rights Agreement.
The Rights initially are represented by the certificates for Common
Stock and will not be exercisable or transferable apart from the Common
Stock until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(Acquiring Person) has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Stock or (ii)
10 days following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 30% or more of
such outstanding Common Stock (the earlier of such dates being called the
"Distribution Date").
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right multiplied by the
number of one one-hundredths of a Preference Share for which a Right is
then exercisable, in accordance with the terms of the Rights Agreement,
such number of shares of common stock of the acquiring company as shall be
equal to the result obtained by (i) multiplying the then current exercise
price of 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.
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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 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
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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.
ITEM 5. EXPERTS.
The consolidated financial statements incorporated by reference 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 reports, dated January 9 and 31, 1997,
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, 1996, 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 Corporation (formerly known as Knife River Coal Mining Company)
appearing in the Company's Annual Report on Form l0-K for the year ended
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December 31, 1996, 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.
ITEM 6. 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.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under the foregoing provisions of this Section
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct as set forth in
subsections (a) and (b) of this Section. Such determination shall be made
(i) by a majority vote of the directors who 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.
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(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.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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*4(a) -- Restated 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).
*4(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,
1996, in File No. 1-3480).
*4(c) -- 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(d) -- 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(e) -- 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).
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Ralph E. Davis Associates, Inc.
23(c) -- Consent of Weir International Mining Consultants.
24 -- The Power of Attorney is on page II-12 of this
Registration Statement.
________________
*Incorporated herein by reference as indicated.
ITEM 9. 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
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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
(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 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-11
<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-12
<PAGE>
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 Chico, State of
California, on the 27th day of May, 1997.
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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Harold J. Mellen, Jr. Chief Executive Officer May 27, 1997
------------------------------- and Director
Harold J. Mellen, Jr.
(President and
Chief Executive Officer)
/s/ Douglas C. Kane Chief Operating Officer May 27, 1997
-------------------------------- and Director
Douglas C. Kane
(Executive Vice President
and Chief Operating Officer)
/s/ Warren L. Robinson Chief Financial Officer May 27, 1997
--------------------------------
Warren L. Robinson
(Vice President, Treasurer and
Chief Financial Officer)
/s/ Vernon A. Raile Chief Accounting Officer May 27, 1997
--------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
/s/ John A. Schuchart Director May 27, 1997
--------------------------------
John A. Schuchart
(Chairman of the Board)
/s/ San W. Orr, Jr. Director May 27, 1997
--------------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)
/s/ Thomas Everist Director May 27, 1997
--------------------------------
Thomas Everist
/s/ Richard L. Muus Director May 27, 1997
--------------------------------
Richard L. Muus
/s/ Robert L. Nance Director May 27, 1997
--------------------------------
Robert L. Nance
/s/ John L. Olson Director May 27, 1997
--------------------------------
John L. Olson
/s/ Harry J. Pearce Director May 27, 1997
--------------------------------
Harry J. Pearce
/s/ Homer A. Scott, Jr. Director May 27, 1997
--------------------------------
Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director May 27, 1997
--------------------------------
Joseph T. Simmons
/s/ Sister Thomas Welder, O.S.B. Director May 27, 1997
--------------------------------
Sister Thomas Welder, O.S.B.
II-13
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
*4(a) -- Restated 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).
*4(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, 1996, in File No. 1-
3480).
*4(c) -- 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(d) -- 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(e) -- 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).
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Ralph E. Davis Associates, Inc.
23(c) -- Consent of Weir International Mining
Consultants.
24 -- The Power of Attorney is on page II-12 of this
Registration Statement.
________________
*Incorporated herein by reference as indicated.
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 23, 1997 incorporated by reference in MDU Resources Group,
Inc.'s Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
May 27, 1997
EXHIBIT 23(B)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our estimates, dated January 31 and
9, 1997, which appear in the MDU Resources Group, Inc. Annual Report on
Form 10-K for the year ended December 31, 1996, and to all references to
our firm included in this Registration Statement.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Joseph Mustacchia Jr.
Executive Vice-President
Houston, Texas
May 27, 1997
EXHIBIT 23(C)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 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, 1996, and to all references to our firm included in
this Registration Statement.
/s/ Kenneth J. Ginnard
WEIR INTERNATIONAL MINING CONSULTANTS
Des Plaines, Illinois
May 27, 1997
