As filed with the Securities and Exchange Commission on March 24, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
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 No. 41-0423660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices, including zip code)
----------------------------
MDU RESOURCES GROUP, INC.
1998 OPTION AWARD PROGRAM
(Full title of the plan)
----------------------------
Martin A. White
President and Chief Executive Officer
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 222-7900
Douglas C. Kane
Executive Vice President,
Chief Administrative and
Corporate Development Officer
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 222-7900
(Name, address and telephone number, including
area code, of agents for service)
----------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(3) registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 420,000 shares $18.875 $7,927,500 $2,093
$1.00 par value
- ---------------------------------------------------------------------------------------------------------------------
Preference Share 420,000 rights -- -- -- (3)
Purchase Rights
=====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
(2) Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated reporting system on March 20, 2000,
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933.
(3) Since no separate consideration is paid for the preference share purchase
rights, the registration fee for such securities is included in the fee for the
common stock. The value attributable to the rights, if any, is reflected in the
market price of the common stock.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which MDU Resources Group, Inc. (the "Company")
has filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this registration statement:
1. Annual Report on Form 10-K for the year ended December 31, 1999,
including those portions of the Annual Report to Stockholders incorporated by
reference therein.
2. Description of the Company's common stock contained in the Company's
registration statement on Form 8-A/A, dated March 23, 2000, and any amendments
thereto.
3. Description of the Company's preference share purchase rights contained
in the registration statement on Form 8-A/A, dated March 23, 2000, and any
amendments thereto.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
Lester H. Loble, II, Vice President, General Counsel and Secretary of the
Company, whose opinion with respect to the common stock and rights is filed as
Exhibit 5(a) hereto, is an officer of the Company and owns, as of December 31,
1999, approximately 48,831 shares of Common Stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws include the following provision:
II-1
<PAGE>
7.07 Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable
to the Corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought, shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
II-2
<PAGE>
(d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee
or agent is proper in the circumstances because such person has met
the applicable standard of conduct as set forth in subsections (a) and
(b) of this Section. Such determination shall be made (1) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by a present or former
officer or director in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Section. Once the Corporation has
received the undertaking, the Corporation shall pay the officer or
director within 30 days of receipt by the Corporation of a written
application from the officer or director for the expenses incurred by
that officer or director. In the event the Corporation fails to pay
within the 30-day period, the applicant shall have the right to sue
for recovery of the expenses contained in the written application and,
in addition, shall recover all attorneys' fees and expenses incurred
in the action to enforce the application and the rights granted in
this Section 7.07. Expenses (including attorneys' fees) incurred by
other employees and agents shall be paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not
be deemed exclusive of any other rights to which those seeking
indemnity or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Section.
II-3
<PAGE>
(h) For the purposes of this Section, references to "the Corporation"
include all constituent corporations absorbed in a consolidation or
merger, as well as the resulting or surviving corporation, so that any
person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of
this Section with respect to the resulting or surviving corporation as
such person would if such person had served the resulting or surviving
corporation in the same capacity.
(i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participant or beneficiaries;
and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the Securities Act
of 1933. The Company maintains liability insurance protecting it, as well as its
directors and officers, against liability by reason of their being or having
been directors or officers.
Item 8. Exhibits.
*4(a) Restated Certificate of Incorporation of the Company, filed as
Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, in File No. 1-3480.
- ----------
*Incorporated herein by reference as indicated.
II-4
<PAGE>
*4(b) By-laws of the Company, as amended to date, filed as Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, in File No. 1-3480.
*4(c) Rights Agreement, dated as of November 12, 1998, between the
Company and Norwest Bank Minnesota, N.A., filed as Exhibit 4.1 to
Form 8-A on November 12, 1998, in File No. 1-3480.
*4(d) Indenture of Mortgage, dated as of May 1, 1939, as restated in
the Forty-fifth Supplemental Indenture, dated as of April 21,
1992, between the Company and The New York Trust Company (The
Bank of New York, successor Corporate Trustee) and A.C. Downing
(Douglas J. MacInnes, successor Co-Trustee), filed as Exhibit
4(a) in Registration No. 33-66682.
*4(e) Forty-sixth, Forty-seventh and Forty-eighth Supplements to the
Indenture of Mortgage, dated as of May 1, 1939, as restated in
the Forty-fifth Supplemental Indenture, dated as of April 21,
1992, between the Company and The New York Trust Company (The
Bank of New York, successor Corporate Trustee) and A.C. Downing
(Douglas J. MacInnes, successor Co-Trustee), filed as Exhibits
4(e), 4(f) and 4(g), respectively, in Registration No. 33-53896.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Company.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Lester H. Loble, II, Esq. (contained in opinion filed
as Exhibit 5(a) hereto).
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
opinion filed as Exhibit 5(b) hereto).
24 Power of Attorney (see signature pages).
- ----------
*Incorporated herein by reference as indicated.
II-5
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934, that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the
II-6
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-7
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney- in-fact to sign in his
name and behalf, in any and all capacities stated below, and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such agent for service as its attorney-in-fact with
the authority to sign and file any such amendments in its name and behalf.
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
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 23rd day
of March, 2000.
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
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Martin A. White Chief Executive Officer March 23, 2000
- ----------------------------- and Director
Martin A. White
(President and Chief
Executive Officer)
/s/ Douglas C. Kane Chief Administrative and March 23, 2000
- ----------------------------- Corporate Development
Douglas C. Kane Officer and Director
(Executive Vice President,
Chief Administrative and
Corporate Development Officer)
II-8
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Warren L. Robinson Chief Financial Officer March 23, 2000
- -----------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)
/s/ Vernon A. Raile Chief Accounting Officer March 23, 2000
- -----------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
/s/ John A. Schuchart Director March 23, 2000
- -----------------------------
John A. Schuchart
(Chairman of the Board)
/s/ San W. Orr, Jr. Director March 23, 2000
- -----------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)
/s/ Thomas Everist Director March 23, 2000
- -----------------------------
Thomas Everist
/s/ Richard L. Muus Director March 23, 2000
- -----------------------------
Richard L. Muus
/s/ Robert L. Nance Director March 23, 2000
- -----------------------------
Robert L. Nance
/s/ John L. Olson Director March 23, 2000
- -----------------------------
John L. Olson
/s/ Harry J. Pearce Director March 23, 2000
- -----------------------------
Harry J. Pearce
II-9
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Homer A. Scott, Jr. Director March 23, 2000
- -----------------------------
Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director March 23, 2000
- -----------------------------
Joseph T. Simmons
/s/ Sister Thomas Welder, O.S.B. Director March 23, 2000
- -----------------------------
Sister Thomas Welder, O.S.B.
II-10
<PAGE>
EXHIBIT INDEX
*4(a) Restated Certificate of Incorporation of the Company,
filed as Exhibit 3(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, in
File No. 1-3480.
*4(b) By-laws of the Company, as amended to date, filed as
Exhibit 3(b) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998,
in File No. 1-3480.
*4(c) Rights Agreement, dated as of November 12, 1998,
between the Company and Norwest Bank Minnesota,
N.A., filed as Exhibit 4.1 to Form 8-A on November 12,
1998, in File No. 1-3480.
*4(d) Indenture of Mortgage, dated as of May 1, 1939, as
restated in the Forty-fifth Supplemental Indenture, dated
as of April 21, 1992, between the Company and The
New York Trust Company (The Bank of New York,
successor Corporate Trustee) and A.C. Downing
(Douglas J. MacInnes, successor Co-Trustee), filed as
Exhibit 4(a) in Registration No. 33-66682.
*4(e) Forty-sixth, Forty-seventh and Forty-eighth
Supplements to the Indenture of Mortgage, dated as of
May 1, 1939, as restated in the Forty-fifth Supplemental
Indenture, dated as of April 21, 1992, between the
Company and The New York Trust Company (The
Bank of New York, successor Corporate Trustee) and
A.C. Downing (Douglas J. MacInnes, successor Co-
Trustee), filed as Exhibits 4(e), 4(f) and 4(g),
respectively, in Registration No. 33-53896.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to
the Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel to the Company.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Lester H. Loble, II, Esq. (contained in
opinion filed as Exhibit 5(a) hereto).
<PAGE>
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(contained in opinion filed as Exhibit 5(b) hereto).
24 Power of Attorney (see signature pages).
- ----------
*Incorporated herein by reference as indicated.
Exhibit 5(a)
Lester H. Loble, II
Vice President, General Counsel and Secretary
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
March 23, 2000
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or about the date hereof with the Securities and
Exchange Commission by MDU Resources Group, Inc. (the "Company") under the
Securities Act of 1933, as amended, (the "Securities Act"), and pursuant to
which the Company intends to register 420,000 additional shares of its Common
Stock, par value $1.00 (the "Stock") and the Preference Share Purchase Rights
attached thereto (the "Rights"), for offer and sale in connection with the MDU
Resources Group, Inc. 1998 Option Award Program, it is my opinion that:
1. When
(a) appropriate authorizations by the Federal Energy Regulatory
Commission, the Montana Public Service Commission and the Public
Service Commission of Wyoming with respect to the issuance and
sale of the Stock shall have been granted,
(b) the Company's Board of Directors or a duly authorized committee
thereof shall have approved the issuance and sale of the Stock by
the Company,
(c) the Registration Statement shall have become effective under the
Securities Act and
<PAGE>
(d) the Stock shall have been duly issued and delivered for the
consideration set forth in the aforesaid Registration Statement
and in accordance with the actions hereinabove mentioned,
the Stock will be validly issued, fully paid and non-assessable.
2. The Rights, when issued as contemplated by the Rights Agreement, dated
as of November 12, 1998, between the Company and Norwest Bank Minnesota, N.A.,
as Rights Agent, will be validly issued.
I am a member of the North Dakota and Montana Bars and do not hold myself
out as an expert on the laws of any other jurisdiction. Except as set forth in
paragraph 1(a) above, my opinions expressed above are limited to the laws of the
States of North Dakota and Montana. Insofar as the opinions expressed herein
relate to the General Corporation Law of the State of Delaware, the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting the Delaware laws, or the Federal laws of the United States of
America, I have relied on the opinion of even date herewith of LeBoeuf, Lamb,
Greene & MacRae, L.L.P., counsel to the Company, which opinion is to be filed as
an exhibit to the Registration Statement.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lester H. Loble, II
Lester H. Loble, II
Vice President, General
Counsel and Secretary
Exhibit 5(b)
LEBOEUF, LAMB, GREENE & MACRAE
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
March 23, 2000
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
Ladies and Gentlemen:
We are acting as counsel for MDU Resources Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Company's registration
statement on Form S-8 (the "Registration Statement") relating to the
registration of 420,000 shares of the Company's common stock, par value $1.00
per share (the "Stock"), and the preference share purchase rights attached
thereto (the "Rights"), to be issued pursuant to the Company's 1998 Option Award
Program (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Rights Agreement, dated as of November 12, 1998, between the
Company and Norwest Bank, Minnesota, N.A., as Rights Agent, together with the
exhibits thereto (the "Rights Agreement"), pursuant to which the Rights were
created, (iii) resolutions of the Board of Directors of the Company, dated
August 12, 1999, authorizing the issuance of the Stock, (iv) the orders of the
Federal Energy Regulatory Commission dated February 9, 2000, the Montana Public
Service Commission dated January 11, 2000 and the Public Service Commission of
Wyoming dated January 18, 2000, and (v) such other instruments, certificates,
records and documents, and such matters of law, as we have considered necessary
or appropriate for the purposes hereof. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid Registration
Statement, Rights
<PAGE>
Agreement, resolutions, orders, instruments, certificates, records and
documents. We have also assumed the regularity of all corporate procedures.
Based upon the foregoing, and subject to the limitations and qualifications
contained in this opinion, we are of the opinion that:
1. When
(a) appropriate authorizations by the Federal Energy Regulatory
Commission, the Montana Public Service Commission and the Public
Service Commission of Wyoming with respect to the issuance and
sale of the Stock shall have been granted,
(b) the Company's Board of Directors or a duly authorized committee
thereof shall have approved the issuance and sale of the Stock by
the Company,
(c) the Registration Statement shall have become effective under the
Securities Act and
(d) the Stock shall have been issued, delivered and paid for in
accordance with the terms of the Plan and the corporate and
governmental authorizations and instruments referred to above,
the Stock will be validly issued, fully paid and non-assessable.
2. The Rights, when issued in accordance with the terms of the Rights
Agreement, will be validly issued.
We express no opinion with respect to any laws other than the General
Corporation Law of the State of Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting the
Delaware laws, and the federal laws of the United States. Insofar as this
opinion involves matters of the laws of the States of Montana, North Dakota and
Wyoming, we have relied upon the opinion of even date herewith addressed to you
by Lester H. Loble, II, Vice President, General Counsel and Secretary of the
Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
January 24, 2000 incorporated by reference into the MDU Resources Group, Inc.
Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
March 23, 2000
