As filed with the Securities and Exchange Commission on February 18, 1999
REGISTRATION NO. 333-06103
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
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.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota
(Address of principal executive 58506-5650
offices) (Zip Code)
MDU RESOURCES GROUP, INC.
TAX DEFERRED COMPENSATION SAVINGS PLAN FOR
COLLECTIVE BARGAINING UNIT EMPLOYEES
(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
600,000 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 for Collective
Bargaining Unit Employees ("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 merged into the MDU Resources
Group, Inc. Tax Deferred Compensation Savings Plan, which was
simultaneously amended and renamed the MDU Resources Group, Inc.
401(k) Retirement Plan (the "Surviving 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 Surviving Plan. 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
Surviving Plan.
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
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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
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Martin A. White Chief Executive February 18, 1999
(President and Chief Officer and Director
Executive Officer)
/s/ Douglas C. Kane
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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
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Warren L. Robinson Chief Financial February 18, 1999
(Vice President, Officer
Treasurer and Chief
Financial Officer)
/s/ Vernon A. Raile
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Vernon A. Raile (Vice Chief Accounting February 18, 1999
President, Controller Officer
and Chief Accounting
Officer)
/s/ John A. Schuchart
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John A. Schuchart Director February 18, 1999
(Chairman of the
Board)
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San W. Orr, Jr. (Vice Director February 18, 1999
Chairman of the Board)
/s/ Thomas Everist
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Thomas Everist Director February 18, 1999
II-2
<PAGE>
* Harold J. Mellen, Jr. Director February 18, 1999
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Harold J. Mellen, Jr.
/s/ Richard L. Muus
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Richard L. Muus Director February 18, 1999
/s/ Robert L. Nance
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Robert L. Nance Director February 18, 1999
/s/ John L. Olson
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John L. Olson Director February 18, 1999
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Harry J. Pearce Director February 18, 1999
/s/ Homer A. Scott, Jr.
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Homer A. Scott, Jr. Director February 18, 1999
/s/ Joseph T. Simmons
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Joseph T. Simmons Director February 18, 1999
/s/ Sister Thomas Welder
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Sister Thomas Welder, Director February 18, 1999
O.S.B.
By:/s/ Warren L. Robinson
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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. Tax Deferred Compensation
Saving Plan for Collective Bargaining Unit Employees 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.
Tax Deferred Compensation Savings Plan
for Collective Bargaining Unit
Employees
By:/s/ Douglas C. Kane
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Douglas C. Kane, Chairman
MDU Resources Group, Inc. Tax
Deferred Compensation Savings Plan
for Collective Bargaining Unit
Employees 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. 333-06103) 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 for Collective Bargaining Unit
Employees 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.
/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. 333-06103) 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. 333-06103) 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
