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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 12, 1998
MDU RESOURCES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-03480 41-0423660
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of Principal Executive Offices)
(701) 222-7900
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Introduction
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On November 12, 1998, the Board of Directors of MDU Resources
Group, Inc. (the "Company") declared a dividend of one preference share purchase
right (a "Right") for each outstanding share of common stock, par value $3.33
per share, of the Company (the "Common Shares"). The dividend is payable on
December 1, 1998 (the "Record Date") to the stockholders of record on that date.
The description and terms of the Rights are set forth in an Agreement (the
"Agreement") between the Company and Norwest Bank Minnesota, N.A., as Rights
Agent (the "Rights Agent").
Purchase Price
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Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series B Preference Stock of the
Company, without par value (the "Preference Shares"), at a price of $125 per one
one-thousandth of a Preference Share (the "Purchase Price"), subject to
adjustment.
Flip-In
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In the event that any person or group of affiliated or
associated persons acquires beneficial ownership of 15% or more of the
outstanding Common Shares (an "Acquiring Person"), 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 that number of
Common Shares having a market value of two times the exercise price of the
Right.
Flip-Over
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If 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 after a person or group has become an Acquiring Person, each
holder of a Right (other than Rights beneficially owned by Acquiring Person,
which will be void) will thereafter have the right to receive that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
Distribution Date
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The distribution date is the earlier of
(i) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial ownership of
15% or more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be determined
by action of the Board of Directors of the Company prior to such time as any
person or group of affiliated
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persons becomes an Acquiring Person) 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 15% or more of the outstanding Common Shares.
Transfer and Detachment
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Until the Distribution Date, the Rights will be evidenced,
with respect to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of the Summary of
Rights to Purchase Preference Shares (the "Summary of Rights") attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares, and
transfer of those certificates will also constitute transfer of these Rights.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
Exercisability
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The Rights are not exercisable until the Distribution Date.
The Rights will expire on December 31, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
Adjustments
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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 in the event of
stock dividends, stock splits, reclassifications, or certain distributions with
respect to the Preference Shares. The number of outstanding Rights and the
number of one one-thousandths of a Preference Share issuable upon exercise of
each Right are also subject to adjustment if, prior to the Distribution Date,
there is a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares. 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-thousandth 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.
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Preference Shares
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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 of $1 per share but will be entitled to
an aggregate dividend of 1000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preference Shares will be entitled
to a minimum preferential liquidation payment of $1000 per share but will be
entitled to an aggregate payment of 1000 times the payment made per Common
Share. Each Preference Share will have no vote except as otherwise provided by
Delaware Law or the Company's Certificate of Incorporation. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preference Share will be entitled to receive 1000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
The value of the one one-thousandth interest in a Preference
Share purchasable upon exercise of each Right should, because of the nature of
the Preference Shares' dividend and liquidation rights, approximate the value of
one Common Share.
Exchange
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At any time after any person or group becomes an Acquiring
Person, and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-thousandth of a Preference Share, per Right (subject to
adjustment).
Redemption
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At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
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.
Amendments
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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 lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
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Rights and Holders
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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.
Further Information
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The Agreement is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
*(1) Rights Agreement, dated as of November 12, 1998,
between MDU Resources Group, Inc. and Norwest Bank
Minnesota, N.A., which includes the form of
Certificate of Designation of the Preference Stock as
Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights as Exhibit C.
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* Previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A, filed with the
Commission on November 12, 1998 (File No. 001-03480).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MDU RESOURCES GROUP, INC.
By: /s/ Warren L. Robinson
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Name: Warren L. Robinson
Title: Vice President, Treasurer and Chief
Financial Officer
Dated: November 25, 1998
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
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* (1) Rights Agreement, dated as of November 12 , 1998, between
MDU Resources Group, Inc. and Norwest Bank Minnesota, N.A.,
which includes the form of Certificate of Designation of
the Preference Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights as
Exhibit C.
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* Previously filed as Exhibit 4.1 to the Company's Registration Statement on
Form 8-A, filed with the Commission on November 12, 1998 (File No.
001-03480).
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