As filed with the Securities and Exchange Commission on February 18, 1999
REGISTRATION NO. 333-06105
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
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.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive (Zip Code)
offices)
MDU RESOURCES GROUP, INC.
401(K) RETIREMENT PLAN
(Full title of the plan)
MARTIN A. WHITE WARREN L. ROBINSON THOMAS J. IGOE, JR.
President and Chief Vice President, Thelen Reid &
Executive Officer Treasurer Priest LLP
MDU Resources Group, and Chief 40 West 57th Street
Inc. Financial Officer New York, New York
Schuchart Building MDU Resources 10019
918 East Divide Group, Inc. (212) 603-2240
Avenue Schuchart Building
P.O. Box 5650 918 East Divide
Bismarck, North Avenue
Dakota 58506-5650 P.O. Box 5650
(701) 222-7900 Bismarck, North
Dakota 58506-5650
(701) 222-7900
Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
_____________________
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement, initially filed with the
Securities and Exchange Commission on June 17, 1996, covered
700,000 shares of MDU Resources Group, Inc. Common Stock, $3.33
par value, and the Preference Share Purchase Rights appurtenant
thereto, authorized for issuance under the MDU Resources Group,
Inc. Tax Deferred Compensation Savings Plan ("Plan"). This
registration statement was amended by Post-Effective Amendment
No. 1 on July 13, 1998 to increase the number of shares of Common
Stock and Preference Share Purchase Rights covered by this
registration statement to reflect a three-for-two split of the
Common Stock. Effective January 1, 1999, the Plan was amended
and renamed the MDU Resources Group, Inc. 401(k) Retirement Plan.
A separate registration statement ("New Registration Statement")
is being filed pursuant to General Instruction E of Form S-8 to
register shares of Common Stock and Preference Share Purchase
Rights issuable under the Plan, as amended and renamed. The
shares of Common Stock registered on this registration statement
and not issued prior to the date hereof are being carried forward
to the New Registration Statement and may be issued pursuant to
the terms of the Plan, as amended and renamed.
ITEM 8. EXHIBITS.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Ralph E. Davis Associates, Inc.
23(c) Consent of Weir International Mining Consultants.
<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
Post-Effective Amendment No. 2 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
February 18, 1999.
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 of 1933,
this Post-Effective Amendment No. 2 to the 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 February 18, 1999
(President and Chief Officer and Director
Executive Officer)
/s/ Douglas C. Kane
-------------------
Douglas C. Kane Chief Administrative February 18, 1999
(Executive Vice and Corporate
President, Chief Development Officer
Administrative & and Director
Corporate Development
Officer)
/s/ Warren L. Robinson
----------------------
Warren L. Robinson (Vice Chief Financial February 18, 1999
President, Treasurer and Officer
Chief Financial Officer)
/s/ Vernon A. Raile
---------------------
Vernon A. Raile (Vice Chief Accounting February 18, 1999
President, Controller Officer
and Chief Accounting
Officer)
/s/ John A. Schuchart
---------------------
John A. Schuchart Director February 18, 1999
(Chairman of the Board)
----------------------
San W. Orr, Jr. (Vice Director February 18, 1999
Chairman of the Board)
/s/ Thomas Everist
---------------------
Thomas Everist Director February 18, 1999
II-2
<PAGE>
*Harold J. Mellen, Jr.
----------------------- Director February 18, 1999
Harold J. Mellen, Jr.
/s/ Richard L. Muus
-----------------------
Richard L. Muus Director February 18, 1999
/s/ Robert L. Nance
-----------------------
Robert L. Nance Director February 18, 1999
/s/ John L. Olson
-----------------------
John L. Olson Director February 18, 1999
-----------------------
Harry J. Pearce Director February 18, 1999
/s/ Homer A. Scott, Jr.
-----------------------
Homer A. Scott, Jr. Director February 18, 1999
/s/ Joseph T. Simmons
-----------------------
Joseph T. Simmons Director February 18, 1999
/s/ Sister Thomas Welder
-------------------------
Sister Thomas Welder, Director February 18, 1999
O.S.B.
By:/s/ Warren L. Robinson
----------------------
Warren L. Robinson,
as Attorney-in-fact
for each of the
persons indicated by
an asterisk
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the MDU Resources Group, Inc. 401(k) Retirement Plan
Committee has duly caused this Post-Effective Amendment No. 2 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 February 18, 1999.
MDU RESOURCES GROUP, INC.
401(k) Retirement Plan
By: /s/ Douglas C. Kane
--------------------------------
Douglas C. Kane, Chairman
MDU Resources Group, Inc. 401(k)
Retirement Plan Committee
II-3
<PAGE>
EXHIBIT INDEX
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. 2
to the registration statement on Form S-8 filed by MDU Resources
Group, Inc. with the Securities and Exchange Commission
(Registration No. 333-06105) 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 our
report dated March 18, 1998 incorporated by reference in the
Annual Report on Form 11-K of the MDU Resources Group, Inc. Tax
Deferred Compensation Savings Plan (now named the MDU Resources
Group, Inc. 401(k) Retirement Plan) for the year ended December
31, 1997 and to all references to our Firm included in this Post-
Effective Amendment No. 2 to such registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Arthur Andersen LLP
February 18, 1999
Minneapolis, Minnesota
Exhibit 23(b)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 2 to the registration statement on
Form S-8 filed by MDU Resources Group, Inc. with the Securities
and Exchange Commission (Registration No. 333-06105) of the
reference to 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.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Joseph Mustacchia, Jr.
Executive Vice-President
February 18, 1999
Houston, Texas
Exhibit 23(c)
CONSENT OF ENGINEER
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 2 to the registration statement on Form
S-8 filed by MDU Resources Group, Inc. with the Securities and
Exchange Commission (Registration No. 333-06105) of the reference
to 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.
WEIR INTERNATIONAL MINING CONSULTANTS
/s/ Dennis N. Kostic
February 18, 1999
Des Plaines, Illinois
