As filed with the Securities and Exchange Commission on March 24, 2000.
Registration No. 333-27879
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
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 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.
1997 EXECUTIVE LONG-TERM
INCENTIVE PLAN
(Full title of the plan)
----------------------------------
Warren L. Robinson
Executive Vice President, Treasurer
and Chief Financial 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 agent for service)
================================================================================
<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 8. Exhibits.
*4(a) Restated Certificate of Incorporation, 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.
- ----------
*Incorporated herein by reference as indicated.
II-1
<PAGE>
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).
II-2
<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 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 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
post-effective amendment to the 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 and March 23, 2000
- -------------------------------- Director
Martin A. White
(President and Chief
Executive Officer)
* Chief Administrative and March 23, 2000
- -------------------------------- Corporate Development
Douglas C. Kane Officer and Director
(Executive Vice President, Chief
Administrative and Corporate
Development Officer)
/s/ Warren L. Robinson Chief Financial Officer March 23, 2000
- --------------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)
* Chief Accounting Officer March 23, 2000
- --------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
* Director March 23, 2000
John A. Schuchart
- --------------------------------
(Chairman of the Board)
* Director March 23, 2000
- --------------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)
* Director March 23, 2000
- --------------------------------
Thomas Everist
* Director March 23, 2000
- --------------------------------
Richard L. Muus
* Director March 23, 2000
- --------------------------------
Robert L. Nance
* Director March 23, 2000
- --------------------------------
John L. Olson
* Director March 23, 2000
- --------------------------------
Harry J. Pearce
* Director March 23, 2000
- --------------------------------
Homer A. Scott, Jr.
* Director March 23, 2000
- --------------------------------
Joseph T. Simmons
* Director March 23, 2000
- --------------------------------
Sister Thomas Welder, O.S.B.
*By: /s/ Warren L. Robinson March 23, 2000
--------------------------
Warren L. Robinson
as Attorney-in-fact
for each of the persons
indicated by an asterisk
II-4
<PAGE>
EXHIBIT INDEX
*4(a) Restated Certificate of Incorporation, 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.
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).
- ----------
*Incorporated herein by reference as indicated.
II-5
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 post-effective amendment to the registration
statement on Form S-8 (the registration statement as so amended being referred
to herein as 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 registration statement the Company registered
1,200,000 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. 1997 Executive
Long-Term Incentive Plan, which amount has been subsequently adjusted for stock
splits and issuances and now totals 1,673,615 shares of Stock and Rights, 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 post-effective amendment to 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 post-effective amendment No.
1 to the Company's registration statement on Form S-8 (the registration
statement as so amended being referred to herein as the "Registration
Statement") pursuant to which registration statement the Company registered
1,200,000 shares of its 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 1997 Executive Long-Term Incentive Plan (the
"Plan"), which amount has been subsequently adjusted for stock splits and
issuances and now totals 1,673,615 shares of Stock and Rights.
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 Agreement, resolutions, orders, instruments, certificates,
records and documents. We have also assumed the regularity of all corporate
procedures.
<PAGE>
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 post-effective amendment to 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 Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 filed by MDU Resources Group, Inc. with the Securities and
Exchange Commission (Registration No. 333-27879) 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
