AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998
REGISTRATION NO. 333-48647
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1*
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0423660
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 222-7900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARTIN A. WHITE WARREN L. ROBINSON RICHARD M. FARMER
President and Vice President, Thelen Reid &
Chief Executive Officer Treasurer and Chief Priest LLP
MDU Resources Group, Inc. Financial Officer 40 West 57th
Schuchart Building MDU Resources Group, Inc. Street
918 East Divide Avenue Schuchart Building New York, New York
P.O. Box 5650 918 East Divide Avenue 10019
Bismarck, North Dakota P.O. Box 5650 (212) 603-2000
58506-5650 Bismarck, North Dakota
(701) 222-7900 58506-5650
(701) 222-7900
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
With a copy to:
DOUGLAS E. DAVIDSON
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
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* This Post-Effective Amendment No. 1 is filed pursuant to Rule
416(b) under the Securities Act of 1933, as amended, with respect
to shares of Common Stock of the registrant, and the Preference
Share Purchase Rights attached thereto, to reflect a three-for-
two split of the registrant's Common Stock effective July 13,
1998.
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DESCRIPTION OF COMMON STOCK AND 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.
COMMON 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 and as further amended, (the "Indenture"). 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, to which reference is made.
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 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 any outstanding series of
the Preferred Stock, Preferred Stock A or Preference Stock are
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. Such voting rights remain in effect until
all arrears in the payment of the cumulative dividends shall have
been paid and the dividends thereon for the current dividend
period shall have been declared and the funds for the payment
thereof set aside. In addition, the consent of the holders, if
any, of specified percentages of certain series of the Preferred
Stock and Preferred Stock A is required in connection with
certain amendments to the Company's Certificate of Incorporation,
as amended, and certain increases in authorized amounts or
changes in stock senior to the Common Stock.
The holders of the Common Stock are entitled in liquidation to
share ratably in the assets of the Company after required
preferential payments to the holders 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:
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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 Transfer Agent and Registrar for the Common Stock is
Norwest Bank Minnesota, N.A., South Saint Paul, Minnesota.
RIGHTS. On November 3, 1988, the Board of Directors of the
Company declared a dividend of one Right for each outstanding
share of Common Stock. The description and terms of the Rights
are set forth in a Rights Agreement, dated as of November 3, 1988
(the "Rights Agreement"), between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent. Each Right entitles the
registered holder, until the earlier of November 18, 1998 and the
redemption of the Rights, to purchase from the Company four-
ninths of one one-hundredth (one two-hundred-and-twenty fifth) of
a share of Series A Preference Stock ("Preference Share") at an
exercise price of $50 per one one-hundredth ($22.22 per one two-
hundred-and-twenty fifth) of a Preference Share (the "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 a 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.
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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 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier
redeemed by the Company, in each case as described below.
At any time prior to the time any person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.00889 per Right
(the "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 shareholder 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
preferential quarterly dividend payment equal to the greater of
(a) $1 per share or (b) 225 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 225 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
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Common Stock are exchanged, each Preference Share will be
entitled to receive 225 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 shareholders 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 $.00889 per
Right.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Exhibit
No. Description
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23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Ralph E. Davis Associates, Inc.
23(c) Consent of Weir International Mining
Consultants.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Post-Effective Amendment No. 1 to the
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 13th day of July, 1998.
MDU RESOURCES GROUP, INC.
By: /s/ Martin A. White
--------------------------------------
Martin A. White
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Martin A. White
--------------------
Martin A. White Chief Executive Officer July 13, 1998
and Director
*Douglas C. Kane
-------------------- Chief Administrative and July 13, 1998
Douglas C. Kane Corporate Development
Officer and Director
/s/ Warren L. Robinson
--------------------
Warren L. Robinson Chief Financial Officer July 13, 1998
*Vernon A. Raile
-------------------- Chief Accounting Officer July 13, 1998
Vernon A. Raile
*John A. Schuchart
-------------------- Director July 13, 1998
John A. Schuchart
(Chairman of the Board)
*San W. Orr, Jr.
-------------------- Director July 13, 1998
San W. Orr, Jr.
(Vice Chairman of the
Board)
*Thomas Everist
-------------------- Director July 13, 1998
Thomas Everist
*H.J. Mellen, Jr.
-------------------- Director July 13, 1998
H.J. Mellen, Jr.
*Richard L. Muus
-------------------- Director July 13, 1998
Richard L. Muus
*Robert L. Nance
-------------------- Director July 13, 1998
Robert L. Nance
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*John L. Olson
-------------------- Director July 13, 1998
John L. Olson
*Harry J. Pearce
-------------------- Director July 13, 1998
Harry J. Pearce
*Homer A. Scott, Jr.
-------------------- Director July 13, 1998
Homer A. Scott, Jr.
*Joseph T. Simmons
-------------------- Director July 13, 1998
Joseph T. Simmons
*Sister Thomas Welder, O.S.B.
---------------------
Sister Thomas Welder, Director July 13, 1998
O.S.B.
By: /s/ Warren L. Robinson
---------------------------
Warren L. Robinson, as
Attorney-in-fact for each
of the persons indicated by an asterisk
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EXHIBIT INDEX
Exhibit Description
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23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Ralph E. Davis Associates, Inc.
23(c) Consent of Weir International Mining
Consultants.
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1
to the registration statement on Form S-3 filed by MDU Resources
Group, Inc. with the Securities and Exchange Commission
(Registration Statement No. 333-48647) of our report dated
January 22, 1998 incorporated by reference in the MDU Resources
Group, Inc. Annual Report on Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in
this Post-Effective Amendment No. 1 to such registration
statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
July 13, 1998
Exhibit 23(b)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the registration statement on
Form S-3 filed by MDU Resources Group, Inc. with the Securities
and Exchange Commission (Registration Statement No. 333-48647) of
our reports, each dated January 12, 1998, which appear in the MDU
Resources Group, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997 and to all references to Ralph E. Davis
Associates, Inc. in this Post-Effective Amendment No. 1 to such
registration statement.
RALPH E. DAVIS ASSOCIATES INC.
Houston, Texas
July 13, 1998
Exhibit 23(c)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the registration statement on
Form S-3 filed by MDU Resources Group, Inc. with the Securities
and Exchange Commission (Registration Statement No. 333-48647) 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, 1997 and to all references to Weir International
Mining Consultants in this Post-Effective Amendment No. 1 to such
registration statement.
WEIR INTERNATIONAL MINING CONSULTANTS
Des Plaines, Illinois
July 13, 1998
