SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3480
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR
COLLECTIVE BARGAINING UNIT EMPLOYEES
MDU RESOURCES GROUP, INC.
SCHUCHART BUILDING
918 EAST DIVIDE AVENUE
P.O. BOX 5650
BISMARCK, NORTH DAKOTA 58506-5650
CONTENTS
Required Information
Financial Statements:
Statements of Financial Condition -- December 31,
1998 and 1997
Statements of Income and Changes in Participants'
Equity -- Years ended December 31, 1998, 1997
and 1996
Notes to Financial Statements
Schedules -- Schedule I has been omitted because
the required information is shown in such
financial statements or the notes or supplemental
schedules thereto.
Schedule II -- Allocation of Plan Assets and
Liabilities to Investment Programs
Schedule III -- Allocation of Plan Income and
Changes in Plan Equity to Investment Programs
Schedule IV -- Item 27d - Schedule of Reportable
Transactions
Report of Independent Public Accountants
Signature page
Exhibit:
Consent of Independent Public Accountants
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
STATEMENTS OF FINANCIAL CONDITION
December 31,
1998 1997
Assets:
Investments -- (Schedule II)
MDU Resources Group, Inc. common
stock
(1997 -- 1,669,440 shares,
cost $26,563,457) $ --- $52,796,040
Other --- 1,522,454
Cash and cash equivalents --- 5,980,216
Dividends and interest receivable --- 484,544
$ --- $60,783,254
Participants' equity:
Active participants' equity $ --- $60,783,254
The accompanying notes are an integral part
of these financial statements.
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Years ended December 31,
1998 1997 1996
Investment income:(Schedule III)
Dividends $ 2,029,521 $ 2,036,377 $ 1,937,445
Interest 104,330 14,073 4,670
Capital gains 246,443 76,567 12,043
Other (10,729) 7,552 (303)
Realized gains, net 13,933,433 3,635,702 766,715
Unrealized appreciation
on investments --- 12,020,131 4,645,842
16,302,998 17,790,402 7,366,412
Contributions:
Employers 757,603 763,276 759,161
Employees 2,248,308 2,216,040 2,149,607
Employee rollover 55,859 --- 1,418
3,061,770 2,979,316 2,910,186
Distributions to terminated
participants (5,055,307) (3,976,421) (2,130,534)
Net transfers to Tax
Deferred Compensation
Savings Plan (483,019) (155,102) (600,455)
Transfers related to Coyote
Station (Note 4) (6,923,586) --- ---
Transfers related to
Merger of Plans (Note 1) (67,686,110) --- ---
Increase (decrease) in
participants' equity (60,783,254) 16,638,195 7,545,609
Participants' equity at
beginning of year 60,783,254 44,145,059 36,599,450
Participants' equity at
end of year $ --- $60,783,254 $44,145,059
The accompanying notes are an integral part
of these financial statements.
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The MDU Resources Group, Inc. Tax Deferred Compensation Savings
Plan For Collective Bargaining Unit Employees (the Plan) was
adopted on November 6, 1986, by the Board of Directors of MDU
Resources Group, Inc. (the Company) to provide a means for
deferred savings and investment by eligible employees and to
afford additional security for their retirement. The Plan is a
defined contribution plan established effective January 1, 1987.
The Company and any of its direct or indirect subsidiaries who
choose to participate in the Plan are the Employers. Effective
January 1, 1988 (1988 Effective Date), the Plan was amended and
restated to reflect the merger and transfer of eligible employees'
accounts of the MDU Resources Group, Inc. Employee Stock Ownership
Plan (ESOP) into the Plan. Effective January 1, 1999, the Plan
was amended to reflect the merger of the Plan into the MDU
Resources Group, Inc. Tax Deferred Compensation Savings Plan
(Deferred Savings Plan). The assets of the Plan were transferred
to the Deferred Savings Plan on December 31, 1998. Effective
January 1, 1999, each participant in the Plan automatically became
a participant in the Deferred Savings Plan and their participation
is subject to the terms and conditions of the Deferred Savings
Plan. The merger and the transfer of assets were effectuated in
accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the
Internal Revenue Code of 1986, as amended (Code) and the
regulations thereunder. In addition, effective January 1, 1999,
the name of the Deferred Savings Plan was changed to the MDU
Resources Group, Inc. 401(k) Retirement Plan. The fiscal year of
the Plan is the calendar year.
The Board of Directors of the Company may amend or modify the
Plan, and the Boards of Directors of the Employers may, at any
time, terminate the Plan with respect to the respective Employer.
The Plan is administered for the Company by a seven-member
committee (the Committee) appointed by the Chief Executive Officer
of the Company.
The recordkeeper and trustee of the Plan are New York Life
Benefit Services, Inc. (recordkeeper) and New York Life Trust
Company (trustee), respectively.
Administrative expenses of the Plan are paid by the Employers;
however, fees or commissions associated with each of the
investment options are paid primarily by participants as a
deduction from the amount invested or by an offset to investment
earnings.
The Plan contains two parts: 1) The Deferred Savings feature,
which is the part of the Plan related to an eligible employee's
ability to defer a portion of the employee's current compensation
into a tax-free trust, and 2) The ESOP feature, which is the part
of the Plan related to participation in the ESOP, as merged into
the Plan as of the 1988 Effective Date.
Deferred Savings
Any employee who was at least 18 years of age, who had
completed at least one year of service with a minimum of 1,000
hours worked and who was a collective bargaining unit employee of
an employer whose collective bargaining unit had been offered the
Plan and accepted it was eligible to participate in the Plan. An
eligible employee may elect to participate in the Plan as of
January 1, April 1, July 1 or October 1 following completion of
one year of service and by filing an election with the Company to
have savings contributions made on the employee's behalf.
A former participant or eligible employee who was reemployed
became eligible to be a participant on the first day of the month
following the employee's return to employment as an eligible
employee.
Each participant may change their contribution percentage at
any time via the recordkeeper's toll free telephone service or
internet website. The Plan allows contributions by participants
varying from one percent through 15 percent, in one percent
increments, of eligible compensation for each pay period. In
addition, the Plan accepts rollover contributions from other
qualified retirement plans or an Individual Retirement Account
(IRA) that only holds assets distributed from a qualified plan as
adjusted for earnings, losses and gains attributable thereto.
Such savings contributions on behalf of a participant are credited
to the participant's Rollover Account. An election is made by
each participant to allocate contributions in one percent
increments to any or all of the seven available investment
options. Participants may choose to invest in common stock of the
Company, an equity indexed mutual fund, a bond market indexed
fund, a balanced fund, a small-cap fund, an international fund or
a stable value option. The small-cap and international fund
options were available as investment options as of March 1, 1997.
Such savings contributions reduce, on a dollar-for-dollar basis,
the participant's taxable earnings in the year in which the
savings contributions are made. Eligible compensation is defined
as the employee's total compensation (not in excess of $160,000
for 1998 and 1997 and not in excess of $150,000 for 1996) from the
Employer, unreduced by any savings contributions of the eligible
employee to the Plan, and any amount contributed by the Employer
pursuant to a salary reduction agreement and which is not
includible in the gross income of an employee, excluding other
contributions to the Plan, contributions to other employee benefit
plans and certain additional items of compensation which do not
constitute direct earnings.
A participant may authorize suspension of such participant's
savings contributions to the Plan via the toll free telephone
service or internet website. Such suspension of savings
contributions is effective as soon as administratively feasible
but not later than 30 days from the request. Suspended savings
contributions may not be made up by savings contributions at a
later time.
Each participant's Employer makes a matching contribution,
equal to a percentage of such participant's monthly savings
contributions up to a specified percent of a participant's
compensation as provided under the Plan, which is credited to such
participant's Matching Contribution Account. All matching
contributions are invested in common stock of the Company.
A participant's interest in a Savings Contribution Account or a
Matching Contribution Account is at all times fully vested and
nonforfeitable. Participant accounts are valued on a daily basis.
The Plan limits the elective deferral contribution for each
participant to the annual dollar limit as designated in Section
402(g) of the Code for the calendar year, as adjusted. For each
participant, contributions (other than rollovers) credited to an
account in any plan year, when aggregated with contributions under
all other qualified plans maintained by the Employers, cannot be
greater than the maximum contribution permitted by Section 415 of
the Code. The deduction for contributions to the Plan, when taken
together with all other contributions made by the Employer to
other qualified retirement plans, cannot exceed the maximum amount
deductible under Section 404 of the Code. The Plan also limits
the aggregate savings contributions which may be made on behalf of
highly compensated employees.
Generally, once each month, the Employers remit all authorized
contributions made by the participants to the trustee to be held
in trust and invested for the respective accounts of the
participants, pursuant to the terms of a trust agreement effective
January 1, 1998. Contributions for common stock, including the
Employers' matching contribution, are used by the trustee to
purchase shares of MDU Resources Group, Inc. common stock (MDU
stock) directly on the open market. All such market purchases may
be made at such prices as the trustee may determine in its sole
and absolute discretion. The trustee may also purchase shares of
authorized but unissued common stock directly from the Company if
the Company chooses to issue new stock. The funds contributed to
the equity indexed mutual fund are invested in the MainStay
Institutional Indexed Equity Fund (MainStay Equity), which trades
in the 500 common stocks listed on the Standard & Poor's 500
Composite Stock Price Index. The funds contributed to the bond
market indexed fund are invested in the MainStay Institutional
Indexed Bond Fund (MainStay Bond), which invests in investment
grade corporate and U.S. government bonds, mortgage-backed
securities and asset-backed securities. The funds contributed to
the balanced fund are invested in the Dodge & Cox Balanced Fund
(Dodge & Cox Balanced), which invests in stocks and bonds. The
funds contributed to the small-cap fund are invested in the Baron
Asset Fund (Small-Cap), which invests in common stock of small and
medium-sized companies. The funds contributed to the
international fund are invested in the Templeton Foreign Fund
(Class I) (Templeton International), which invests primarily in
stocks of companies located outside of the United States. The
funds contributed to the stable value option (Stable Value) are
invested in the New York Life Anchor Account which also invests in
cash and cash equivalents. On January 2, 1998, the Vanguard Index
- - 500 Portfolio (Vanguard Equity), Vanguard Total Bond Market
Index Fund (Vanguard Bond), EuroPacific Growth Fund
(International) and the short-term investment fund (Money Market)
were replaced with the MainStay Equity, MainStay Bond, Templeton
International and Stable Value funds, respectively. Effective
January 1, 1997, the Dodge & Cox Balanced replaced the Fidelity
Balanced Fund (Fidelity Balanced) and the Vanguard Bond replaced
the Dreyfus Bond Market Index Fund (Mellon Bond).
Any dividends, interest, gains, losses or other distributions
on the above mentioned investments and short-term investment
income allocated to a participant's accounts are reinvested in the
appropriate investment medium, which is credited to the
participant's accounts. As amounts are allocated to each
participant's accounts, they become fully vested.
The amount credited to a participant's Savings Contribution
Account and Matching Contribution Account shall become payable to
the participant or the participant's beneficiary/beneficiaries, as
applicable (see tax rules related to rollover options), upon
death, retirement, disability, or other termination of employment
with the Employers. The distribution of such amounts will be in
accordance with the Plan, based on the method of payment elected
by the participant or designated beneficiary/beneficiaries.
Amounts credited to such accounts will be paid as soon as
practicable after such amounts are ascertained; provided that such
payment shall not be made prior to the participant's attainment of
age 62 without the written consent of the participant if the value
of such accounts exceeds $5,000.
A participant may be eligible to obtain a loan from the Plan.
The maximum amount available for a loan is the lessor of $50,000
or one-half of the participant's account balance subject to
certain limitations. Loans must be repaid over specified periods
through payroll deduction and bear interest at the prevailing
prime rate in effect at the time the loan is made, plus one
percentage point.
A participant may make other in-service withdrawals (hardship
or age 59 1\2) from such participant's Savings Contribution Account
or Matching Contribution Account under certain conditions.
ESOP
Participation in the ESOP feature of the Plan is limited to
participants in the ESOP as of the 1988 Effective Date or the date
as of which an ESOP Account is established under the Plan,
whichever is later.
As of the 1988 Effective Date, ESOP Accounts have been
suspended and no additional contributions shall be made by the
Company to such accounts, other than to reflect dividends or other
earnings.
A participant's interest in an ESOP Account is at all times
fully vested and nonforfeitable.
Distributions are consistent with the Deferred Savings feature
previously mentioned, except for participant loans which are not
available to ESOP Accounts.
Each participant with an ESOP Account, who has attained age 55
and who has completed at least 10 years of participation under the
ESOP, the Plan or both, is entitled to elect the distribution of a
percentage of the value of the participant's ESOP Account
attributable to common stock acquired under the ESOP or ESOP
feature after December 31, 1986. This form of distribution is
offered to allow the participant to diversify the investment of a
portion of their ESOP account.
2. Summary of Significant Accounting Policies
Investment valuation --
Investments held by the Plan are carried at market value.
Market value for the Stable Value and Money Market funds
approximates cost. The Plan's other investment valuations
are based on published market quotations.
Contributions --
Employer and employee contributions are recorded by the Plan
when received or determined to be receivable. Employee
contributions are accumulated by the Employers through payroll
reductions.
2. Summary of Significant Accounting Policies (Continued)
Other --
Securities transactions are recorded on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned.
3. Investments
The cost basis for distributions from the Plan is calculated
using the average cost per participant. Information concerning
distributions to terminated participants and other participants
meeting certain conditions of the Plan during 1998, 1997 and 1996
was as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1998 1997 1996 1998 1997 1996
<S> <C> <C> <C> <C> <C> <C>
MDU Stock:
Number of
shares 73,770 83,949 43,186 71,481 54,948 47,798
Market value $2,298,124 $2,063,772 $943,533 $2,141,831 $1,327,177 $1,037,104
Average cost $1,175,423 $1,482,426 $728,258 $ 727,222 $ 684,293 $ 555,131
Cash $ 596,137 $ 584,875 $137,448 $ 19,215 $ 597 $ 12,449
</TABLE>
The net changes in unrealized appreciation of Plan investments
during 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1998 1997 1996 1998 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Unrealized
appreciation
- January 1 $ 14,561,707 $ 7,220,907 $3,918,743 $ 11,770,301 $ 7,090,970 $5,747,292
Change during
the year (14,561,707) 7,340,800 3,302,164 (11,770,301) 4,679,331 1,343,678
Unrealized
appreciation
- December 31 $ --- $14,561,707 $7,220,907 $ --- $11,770,301 $7,090,970
</TABLE>
4. Transfer Related to Coyote Station
Effective July 1, 1998, Montana-Dakota Utilities Co., a division
of the Company, was replaced by Otter Tail Power Company (Otter Tail)
as operator of the Coyote electric generating station (Coyote
Station) at Beulah, North Dakota. At such time, employees at the
Coyote Station became employees of Otter Tail. Assets for those
employees who were participants in the Plan and the Deferred Savings
Plan were transferred to the trustee of the Otter Tail defined
contribution retirement plan. Montana-Dakota Utilities, Co.
maintains its ownership interest in the Coyote Station.
5. Federal Income Taxes
The Internal Revenue Service (IRS) has informed the Company
that the Plan, as amended through July 31, 1998, is qualified under
Section 1.401-1 of the Income Tax Regulations. The Company intends
to file subsequent plan amendments with the IRS to receive final
determination. The Company believes the Plan, as amended, will
remain exempt from federal income tax under Section 501(a) of the
Code. Contributions under the Plan and earnings of the trust will
not be taxable to the participants until distributed. Except as
stated below, any distribution made to a participant is taxable as
ordinary income in the year of distribution.
Under current law, the amount taxable as ordinary income may be
eligible for a special five-year averaging method of taxation
(participants who reached age 50 before 1986 may be eligible for
ten-year averaging) if the participant has participated in the Plan
for five years prior to the year in which the distribution is
received. Any net unrealized appreciation at the time of
distribution will be treated as long-term capital gain upon the
subsequent sale of the common stock (unless the participant has
previously elected to include this amount as income in the year of
distribution) and any further appreciation subsequent to the date
of distribution will be treated as long-term or short-term capital
gain depending on the participant's holding period.
Distributions from the Plan may qualify under the Code as
"eligible rollover distributions." An eligible rollover
distribution is a distribution paid directly from the Plan to an
IRA or another employer plan that accepts rollovers or paid to the
participant and rolled over by the participant within 60 days to a
qualifying IRA or another employer qualified plan. If a
participant chooses either of these options, such participant is
not taxed on the amount rolled over until the participant later
receives a distribution from the IRA or the employer plan.
The foregoing covers only the general federal income tax
aspects of Plan participation and distributions.
SUPPLEMENTAL
SCHEDULES
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1998
<CAPTION>
ESOP Deferred Savings
Dodge & Templeton Total
MDU MDU MainStay MainStay Cox Inter- Stable Loan Deferred
Stock Stock Equity Bond Balanced Small-Cap national Value Fund Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants --- --- --- --- --- --- --- --- ---
Number of shares/
units --- --- --- --- --- --- --- --- --- --- ---
Cost $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ ---
Market value $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ ---
Cash and cash
equivalents --- --- --- --- --- --- --- --- --- --- ---
Dividends and
interest
receivable --- --- --- --- --- --- --- --- --- --- ---
$ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ ---
Participants' equity:
Active participants'
equity --- --- --- --- --- --- --- --- --- --- ---
$ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ ---
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1997
<CAPTION>
ESOP Deferred Savings Total
Vanguard Vanguard Dodge & Cox Small- Inter- Money Deferred
MDU Stock MDU Stock Equity Bond Balanced Cap national Market Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 536 697 391 144 139 103 65 30
Number of shares/
units 615,695 1,053,745 --- --- 11,149 14,455 16 76,280 1,155,645 1,771,340
Cost $ 7,701,054 $18,862,403 $ --- $ --- $712,847 $633,453 $ 449 $76,280 $20,285,432 $27,986,486
Market value $19,471,355 $33,324,685 $ --- $ --- $744,521 $701,234 $ 419 $76,280 $34,847,139 $54,318,494
Cash and cash
equivalents 9,660 152,254 5,116,364 494,785 --- --- 207,153 --- 5,970,556 5,980,216
Dividends and
interest
receivable 178,719 305,442 --- --- --- --- --- 383 305,825 484,544
$19,659,734 $33,782,381 $5,116,364 $494,785 $744,521 $701,234 $207,572 $76,663 $41,123,520 $60,783,254
Participants' equity:
Active participants'
equity 19,659,734 33,782,381 5,116,364 494,785 744,521 701,234 207,572 76,663 41,123,520 60,783,254
$19,659,734 $33,782,381 $5,116,364 $494,785 $744,521 $701,234 $207,572 $76,663 $41,123,520 $60,783,254
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1998
<CAPTION>
ESOP Deferred Savings
MainStay MainStay Dodge & Cox
MDU Stock MDU Stock Equity Bond Balanced Small-Cap
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 692,867 $ 1,204,935 $ 69,138 $ 29,674 $ 27,010 $ 666
Interest 4,469 21,903 --- 2,685 --- ---
Capital gains --- --- 188,154 --- 42,897 ---
Other 3,248 (13,827) (160) (39) 2 13
Realized gain (loss) 4,679,235 8,120,714 1,172,438 7,935 (20,724) 10,315
5,379,819 9,333,725 1,429,570 40,255 49,185 10,994
Contributions:
Employers --
MDU --- 539,283 --- --- --- ---
WBI Holdings --- 90,705 --- --- --- ---
Knife River --- 127,615 --- --- --- ---
--- 757,603 --- --- --- ---
Employees --
MDU --- 876,726 424,797 39,483 97,421 120,790
WBI Holdings --- 143,065 69,985 5,133 32,279 14,531
Knife River --- 261,095 68,170 12,737 10,889 12,816
--- 1,280,886 562,952 57,353 140,589 148,137
Employee rollover --
MDU --- --- --- 149 --- 148
WBI Holdings --- 55,562 --- --- --- ---
Knife River --- --- --- --- --- ---
--- 55,562 --- 149 --- 148
--- 2,094,051 562,952 57,502 140,589 148,285
Distributions to
terminated
participants (2,161,046) (2,472,701) (266,619) (31,394) (49,680) (20,796)
Net loan activity --- (937,176) (192,506) (10,550) (20,702) (18,227)
Transfers of
participants' equity:
Fund to Fund --- (39,848) (151,940) (29,768) 53,505 18,060
Plan to Plan (49,440) (382,027) (18,359) (13,068) (5,060) (682)
Plan to Plan
(Coyote Station) (1,657,731) (4,100,818) (589,282) (72,048) (133,779) (206,090)
Plan to Plan (Merger) (21,171,336) (37,277,587) (5,890,180) (435,714) (778,579) (632,778)
(22,878,507) (41,800,280) (6,649,761) (550,598) (863,913) (821,490)
Decrease in participants'
equity (19,659,734) (33,782,381) (5,116,364) (494,785) (744,521) (701,234)
Participants'
equity at
beginning of
year 19,659,734 33,782,381 5,116,364 494,785 744,521 701,234
Participants'
equity at end
of year $ --- $ --- $ --- $ --- $ --- $ ---
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS (Continued)
Year ended December 31, 1998
<CAPTION>
Deferred Savings (Continued)
Templeton Total
Inter- Stable Loan Deferred
national Value Fund Savings Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 5,231 $ --- $ --- $ 1,336,654 $ 2,029,521
Interest --- 9,699 65,574 99,861 104,330
Capital gains 15,392 --- --- 246,443 246,443
Other --- 34 --- (13,977) (10,729)
Realized gain (loss) (36,480) --- --- 9,254,198 13,933,433
(15,857) 9,733 65,574 10,923,179 16,302,998
Contributions:
Employers --
MDU --- --- --- 539,283 539,283
WBI Holdings --- --- --- 90,705 90,705
Knife River --- --- --- 127,615 127,615
--- --- --- 757,603 757,603
Employees --
MDU 40,459 3,013 --- 1,602,689 1,602,689
WBI Holdings 6,153 3,581 --- 274,727 274,727
Knife River 3,637 1,548 --- 370,892 370,892
50,249 8,142 --- 2,248,308 2,248,308
Employee rollover --
MDU --- --- --- 297 297
WBI Holdings --- --- --- 55,562 55,562
Knife River --- --- --- --- ---
--- --- --- 55,859 55,859
50,249 8,142 --- 3,061,770 3,061,770
Distributions to
terminated
participants (4,382) (30,081) (18,608) (2,894,261) (5,055,307)
Net loan activity (1,934) (572) 1,181,667 --- ---
Transfers of
participants' equity:
Fund to Fund (47,656) 197,647 --- --- ---
Plan to Plan (257) (14,126) --- (433,579) (483,019)
Plan to Plan
(Coyote Station) (35,418) (59,084) (69,336) (5,265,855) (6,923,586)
Plan to Plan (Merger) (152,317) (188,322) (1,159,297) (46,514,774) (67,686,110)
(235,648) (63,885) (1,228,633) (52,214,208) (75,092,715)
Decrease in participants'
equity (207,572) (76,663) --- (41,123,520) (60,783,254)
Participants'
equity at
beginning of
year 207,572 76,663 --- 41,123,520 60,783,254
Participants'
equity at end
of year $ --- $ --- $ --- $ --- $ ---
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1997
ESOP Deferred Savings Total
Vanguard Vanguard Dodge & Cox Inter- Money Deferred
MDU Stock MDU Stock Equity Bond Balanced Small-Cap national Market Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 711,945 $ 1,201,123 $ 72,394 $ 28,919 $ 19,208 $ --- $ 2,788 $ --- $ 1,324,432 $ 2,036,377
Interest 712 7,478 115 28 19 --- --- 5,721 13,361 14,073
Capital gains --- --- 32,926 --- 33,688 --- 9,953 --- 76,567 76,567
Other --- (3,740) 1,927 220 511 7,054 1,835 (255) 7,552 7,552
Realized gain (loss) 642,884 705,130 2,261,280 14,277 17,333 9,096 (14,298) --- 2,992,818 3,635,702
Unrealized appreciation
(depreciation) on
investments 4,679,331 8,367,131 (1,125,754) (1) 31,674 67,781 (31) --- 7,340,800 12,020,131
6,034,872 10,277,122 1,242,888 43,443 102,433 83,931 247 5,466 11,755,530 17,790,402
Contributions:
Employers --
MDU --- 559,114 --- --- --- --- --- --- 559,114 559,114
Williston Basin --- 89,958 --- --- --- --- --- --- 89,958 89,958
Knife River --- 114,204 --- --- --- --- --- --- 114,204 114,204
--- 763,276 --- --- --- --- --- --- 763,276 763,276
Employees --
MDU --- 946,006 425,915 51,919 92,543 65,706 39,710 9,659 1,631,458 1,631,458
Williston Basin --- 143,677 77,388 8,167 21,153 8,752 4,350 4,136 267,623 267,623
Knife River --- 218,565 66,397 11,753 8,484 5,855 3,326 2,579 316,959 316,959
--- 1,308,248 569,700 71,839 122,180 80,313 47,386 16,374 2,216,040 2,216,040
Employee rollover --
MDU --- --- --- --- --- --- --- --- --- ---
Williston Basin --- --- --- --- --- --- --- --- --- ---
Knife River --- --- --- --- --- --- --- --- --- ---
--- --- --- --- --- --- --- --- --- ---
--- 2,071,524 569,700 71,839 122,180 80,313 47,386 16,374 2,979,316 2,979,316
Distributions to
terminated
participants (1,327,774) (2,201,403) (159,986) (32,428) (15,313) (1,317) (461) (237,739) (2,648,647) (3,976,421)
Transfers of
participants' equity:
Fund to Fund --- (872,000) 70,301 (85,813) 154,274 541,640 161,080 30,518 --- ---
Plan to Plan (27,156) (61,730) (64,375) 2,978 (797) (3,333) (680) (9) (127,946) (155,102)
(27,156) (933,730) 5,926 (82,835) 153,477 538,307 160,400 30,509 (127,946) (155,102)
Increase (decrease)
in participants'
equity 4,679,942 9,213,513 1,658,528 19 362,777 701,234 207,572 (185,390) 11,958,253 16,638,195
Participants' equity
at beginning of year 14,979,792 24,568,868 3,457,836 494,766 381,744 --- --- 262,053 29,165,267 44,145,059
Participants' equity
at end of year $19,659,734 $33,782,381 $ 5,116,364 $494,785 $744,521 $701,234 $207,572 $ 76,663 $41,123,520 $60,783,254
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1996
<CAPTION>
ESOP Deferred Savings Total
Vanguard Mellon Fidelity Money Deferred
MDU Stock MDU Stock Equity Bond Balanced Market Savings Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 711,730 $ 1,122,376 $ 60,055 $ 27,185 $ 16,099 $ --- $ 1,225,715 $ 1,937,445
Interest 208 2,312 294 82 55 1,719 4,462 4,670
Capital gains --- --- 12,043 --- --- --- 12,043 12,043
Other --- --- --- --- --- (303) (303) (303)
Realized gain 490,598 218,851 15,393 11,221 30,652 --- 276,117 766,715
Unrealized appreciation
(depreciation) on
investments 1,343,678 2,831,555 511,367 (26,310) (14,448) --- 3,302,164 4,645,842
2,546,214 4,175,094 599,152 12,178 32,358 1,416 4,820,198 7,366,412
Contributions:
Employers --
MDU --- 551,752 --- --- --- --- 551,752 551,752
Williston Basin --- 86,159 --- --- --- --- 86,159 86,159
Knife River --- 121,250 --- --- --- --- 121,250 121,250
--- 759,161 --- --- --- --- 759,161 759,161
Employees --
MDU --- 1,029,139 390,154 60,887 86,261 8,772 1,575,213 1,575,213
Williston Basin --- 155,618 74,084 8,968 8,363 4,220 251,253 251,253
Knife River --- 245,156 57,859 12,049 6,501 1,576 323,141 323,141
--- 1,429,913 522,097 81,904 101,125 14,568 2,149,607 2,149,607
Employee rollover --
MDU --- 871 547 --- --- --- 1,418 1,418
Williston Basin --- --- --- --- --- --- --- ---
Knife River --- --- --- --- --- --- --- ---
--- 871 547 --- --- --- 1,418 1,418
--- 2,189,945 522,644 81,904 101,125 14,568 2,910,186 2,910,186
Distributions to
terminated
participants (1,049,553) (977,874) (75,325) (14,638) (8,961) (4,183) (1,080,981) (2,130,534)
Transfers of
participants' equity:
Fund to Fund --- (346,851) 160,000 (6,723) (20,353) 213,927 --- ---
Plan to Plan (286,464) (214,882) (97,313) (1,796) --- --- (313,991) (600,455)
(286,464) (561,733) 62,687 (8,519) (20,353) 213,927 (313,991) (600,455)
Increase in
participants' equity 1,210,197 4,825,432 1,109,158 70,925 104,169 225,728 6,335,412 7,545,609
Participants' equity
at beginning of year 13,769,595 19,743,436 2,348,678 423,841 277,575 36,325 22,829,855 36,599,450
Participants' equity
at end of year $14,979,792 $24,568,868 $3,457,836 $494,766 $381,744 $262,053 $29,165,267 $44,145,059
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE
BARGAINING UNIT EMPLOYEES
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
As of December 31, 1998
Series of Transactions within the Plan Year in Aggregate Involving more than Five Percent:
<CAPTION>
Purchases Sales/Redemptions Gain on
Fund Description Number Amount Number Amount Transactions
<S> <C> <C> <C> <C> <C> <C>
ESOP
MDU Stock MDU Resources Group, Inc.
Common Stock --- --- 35 $24,892,276* $13,939,159
DEFERRED SAVINGS
MDU Stock MDU Resources Group, Inc.
Common Stock 26 $3,275,886 86 $44,721,285* $19,371,637
MDU Stock MainStay Inst. Money Market 88 $7,744,500 126 $ 7,744,500* ---
MainStay Equity MainStay Index - 500 Portfolio 72 $6,313,074 90 $ 7,742,805* $ 1,172,438
MainStay Bond No reportable transactions
Dodge & Cox Balanced No reportable transactions
Small-Cap No reportable transactions
Templeton International No reportable transactions
Stable Value No reportable transactions
Single Security Transaction within the Plan Year Involving more than Five Percent:
Current Value
Purchase Selling Cost of of asset on Gain on
Fund Description Price Price Asset Transaction Date Transactions
ESOP
MDU Stock MDU Resources Group, Inc.
Common Stock --- $20,963,353* $ 7,069,899 $20,963,353 $13,893,454
DEFERRED SAVINGS
MDU Stock MDU Resources Group, Inc.
Common Stock --- $36,544,484* $18,076,159 $36,544,484 $18,468,325
MainStay Equity MainStay Index - 500 Portfolio $ 5,116,364 --- --- $ 5,116,364 ---
MainStay Equity MainStay Index - 500 Portfolio --- $ 5,890,180* $ 4,949,999 $ 5,890,180 $ 940,181
<FN>
* Includes amounts related to Merger of Plans (Note 1)
</FN>
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To MDU Resources Group, Inc.:
We have audited the accompanying statements of financial condition
of MDU Resources Group, Inc. Tax Deferred Compensation Savings
Plan for Collective Bargaining Unit Employees as of December 31,
1998 and 1997, and the related statements of income and changes in
participants' equity for each of the three years in the period
ended December 31, 1998. These financial statements and the
schedules referred to below are the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on
these financial statements and supplemental schedules based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MDU
Resources Group, Inc. Tax Deferred Compensation Savings Plan For
Collective Bargaining Unit Employees as of December 31, 1998 and
1997, and the results of its operations and the changes in its
participants' equity for each of the three years in the period
ended December 31, 1998 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules are presented for purposes of additional analysis and
are not a required part of the basic financial statements. This
information has been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 15, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Tax Deferred Compensation Savings Plan For Collective
Bargaining Unit Employees committee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
MDU Resources Group, Inc.
Tax Deferred Compensation
Savings Plan for Collective
Bargaining Unit Employees
Date: March 29, 1999 By /s/ Douglas C. Kane
Douglas C. Kane (Chairman)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Registration Statements (Form S-8 No.
333-06103 and No. 333-72595).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 29, 1999
