As filed with the Securities and Exchange Commission on November 7, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
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 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
(701) 222-7900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
MARTIN A. WHITE WARREN L. ROBINSON THOMAS J. IGOE, JR., ESQ.
President and Chief Executive Officer Executive Vice President, Treasurer and Thelen Reid & Priest LLP
MDU Resources Group, Inc. Chief Financial Officer 40 West 57th Street
Schuchart Building MDU Resources Group, Inc. New York, New York 10019
918 East Divide Avenue, P.O. Box 5650 Schuchart Building (212) 603-2000
Bismarck, North Dakota 58506-5650 918 East Divide Avenue, P.O. Box 5650
(701) 222-7900 Bismarck, North Dakota 58506-5650
(701) 222-7900
</TABLE>
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF AGENTS FOR SERVICE)
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement, as determined by market
conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
-------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
--------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================== ================= ================== =================== ==============
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to offering price aggregate registration
securities to be registered be registered per unit offering price fee
--------------------------------- ----------------- ------------------ ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 4,500,000 shares $28.5625 (1) $128,531,250 (1) $33,932.25
Preference Share Purchase Rights 4,500,000 rights -- -- --(2)
----------------------------------- ----------------- ------------------ ------------------- --------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee
based on the average of the high and the low prices of MDU Resources' Common
Stock as reported on the New York Stock Exchange composite tape on November 3,
2000.
(2) 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 Preference Share Purchase
Rights, if any, is reflected in the market price of the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2000
4,500,000 SHARES
MDU RESOURCES GROUP, INC.
COMMON STOCK
MDU Resources Group, Inc. may issue and sell from time to time
authorized but unissued shares of its common stock, together with attached
preference share purchase rights (collectively, common stock).
MDU Resources will provide specific information regarding its common
stock, including the number of shares of its common stock to be sold and the
offering price, in supplements to this prospectus. The supplements may also add,
update or change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest.
MDU Resources' common stock is listed on the New York Stock Exchange
and the Pacific Exchange under the symbol "MDU." Any common stock sold pursuant
to this offering will be listed on the New York Stock Exchange and the Pacific
Exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The principal executive offices of MDU Resources are located at MDU
Resources Group, Inc., Schuchart Building, 918 East Divide Avenue, P.O. Box
5650, Bismarck, North Dakota 58506-5650, and its telephone number is (701)
222-7900.
MDU Resources may offer the common stock directly or through agents,
underwriters or dealers. If an agent of MDU Resources or any underwriter is
involved in the sale of any common stock in respect of which this prospectus is
being delivered, the names of those agents or underwriters, any applicable
discounts, commissions or allowances and a description of any indemnification
arrangements will be set forth in a prospectus supplement. The "Plan of
Distribution" section on page 9 of this prospectus provides more information on
the topic.
The date of this Prospectus is , 2000.
-------- ---
<PAGE>
TABLE OF CONTENTS
Page
----
FORWARD-LOOKING STATEMENTS....................................................3
WHERE YOU CAN FIND MORE INFORMATION ABOUT MDU RESOURCES.......................3
MDU RESOURCES GROUP, INC......................................................4
USE OF PROCEEDS...............................................................4
DESCRIPTION OF COMMON STOCK...................................................4
PLAN OF DISTRIBUTION..........................................................9
EXPERTS......................................................................10
LEGAL OPINIONS...............................................................10
2
<PAGE>
FORWARD-LOOKING STATEMENTS
This document and the documents incorporated by reference herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are all statements other than statements of
historical fact, including without limitation those statements that are
identified by the words anticipates, estimates, expects, intends, plans and
predicts. These statements are based on assumptions that MDU Resources believes
are reasonable, but are subject to a wide range of circumstances, including
without limitation political and economic risks, changes in and compliance with
environmental and safety laws and policies, weather conditions, population
growth rates and demographic policy, that may materially affect anticipated
revenues, costs and future performance. Therefore, no assurance can be given by
MDU Resources that actual results will not differ from those in the
forward-looking statements contained herein and in the incorporated documents.
For a discussion of other factors that may affect forward-looking statements
contained herein or in the incorporated documents, see MDU Resources' latest
Annual Report on Form 10-K or its most recent Quarterly Report on Form 10-Q.
WHERE YOU CAN FIND MORE INFORMATION ABOUT MDU RESOURCES
MDU Resources files annual, quarterly and other reports and other
information with the Securities and Exchange Commission. You can read and copy
any information filed by MDU Resources with the Securities and Exchange
Commission at the Securities and Exchange Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain additional
information about the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-SEC-0330.
In addition, the Securities and Exchange Commission maintains an Internet
site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the Securities and Exchange Commission, including MDU Resources.
The Securities and Exchange Commission allows MDU Resources to "incorporate
by reference" the information that MDU Resources files with the Securities and
Exchange Commission which means that MDU Resources may disclose important
information to you by referring you to those documents in this prospectus. The
information incorporated by reference is an important part of this prospectus.
MDU Resources is incorporating by reference the documents listed below and any
future filings MDU Resources makes with the Securities and Exchange Commission
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until MDU Resources terminates this offering. Any of those future filings will
update, supersede and replace the information contained in any documents
incorporated by reference in this prospectus at the time of the future filings.
1. MDU Resources' Annual Report on Form 10-K for the year ended December
31, 1999 (including portions of the Annual Report to Stockholders);
2. MDU Resources' Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
3. MDU Resources' Registration Statement on Form 8-A dated November 12,
1998 and Amendment No. 1 thereto, dated March 23, 2000; and
4. MDU Resources' Current Reports on Form 8-K, dated as of July 10, 2000,
August 8, 2000, September 6, 2000, September 11, 2000, October 20,
2000 and October 27, 2000.
You may request a copy of these documents, at no cost to you, by writing or
calling Office of the Treasurer, MDU Resources Group, Inc., Schuchart Building,
918 East Divide Avenue, P.O. Box 5650, Bismarck, North Dakota 58506-5650,
telephone (701) 222-7900.
3
<PAGE>
You should rely only on the information contained in, or incorporated by
reference in, this prospectus and the prospectus supplement. MDU Resources has
not, and any underwriters, agents or dealers have not, authorized anyone else to
provide you with different information. MDU Resources is not, and any
underwriters, agents or dealers are not, making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information contained in this prospectus and the prospectus supplement is
accurate as of any date other than the date on the front of the prospectus
supplement or that the information incorporated by reference in this prospectus
is accurate as of any date other than the date on the front of those documents.
MDU RESOURCES GROUP, INC.
MDU Resources is a diversified natural resource company incorporated under
the laws of the State of Delaware in 1924. MDU Resources' principal executive
offices are located at the following address: Schuchart Building, 918 East
Divide Avenue, P.O. Box 5650, Bismarck, North Dakota 58506-5650, telephone (701)
222-7900.
Montana-Dakota Utilities Co., a public utility division of MDU Resources,
through the electric and natural gas distribution segments, generates, transmits
and distributes electricity, distributes natural gas and provides related
value-added products and services in the northern Great Plains. Great Plains
Natural Gas Co., a public utility division of MDU Resources, distributes natural
gas in eastern North Dakota and western Minnesota.
MDU Resources, through its wholly owned subsidiary, Centennial Energy
Holdings, Inc., owns WBI Holdings, Inc., Knife River Corporation and Utility
Services, Inc.
WBI Holdings is comprised of the pipeline and energy services and the oil
and natural gas production segments. The pipeline and energy services segment
provides natural gas transportation, underground storage and gathering services
through regulated and nonregulated pipeline systems and provides energy
marketing and management services throughout the United States. The oil and
natural gas production segment is engaged in oil and natural gas acquisition,
exploration and production throughout the United States and in the Gulf of
Mexico.
Knife River mines and markets aggregates and related value-added
construction materials products and services in the western United States,
including Alaska and Hawaii, and also operates lignite coal mines in Montana and
North Dakota.
Utility Services is a full-service engineering, design and build company
operating throughout the United States specializing in construction and
maintenance of power and natural gas distribution and transmission systems as
well as communication and fiber optic facilities.
USE OF PROCEEDS
Except as may otherwise be set forth in the prospectus supplement, the net
proceeds from the sale of the common stock may be used for the refunding of
outstanding debt obligations, for corporate development purposes (including the
potential acquisition of businesses and/or business assets), and for other
general business purposes.
DESCRIPTION OF COMMON STOCK
COMMON STOCK - GENERAL
The following is a description of MDU Resources' common stock. This
description is not complete, and MDU Resources qualifies this description by
referring to its restated certificate of incorporation, amended bylaws,
indenture of mortgage, all of which MDU Resources incorporates herein by
reference, and the laws of the state of Delaware. MDU Resources also refers to
the rights agreement, dated as of November 12, 1998, between MDU Resources and
Wells Fargo Bank Minnesota, N.A., as rights agent, that MDU Resources
incorporates herein by reference.
4
<PAGE>
MDU Resources' restated certificate of incorporation authorizes it to issue
152,000,000 shares of stock, divided into four classes:
o 500,000 shares of preferred stock, $100 par value;
o 1,000,000 shares of preferred stock A, without par value;
o 500,000 shares of preference stock, without par value; and
o 150,000,000 shares of common stock, $1.00 par value.
DIVIDEND RIGHTS
MDU Resources' board of directors may declare dividends on the common stock
from any funds legally available for this purpose. MDU Resources may pay
dividends on the common stock only if it has paid or provided for full
cumulative dividends on all outstanding shares of preferred stock, preferred
stock A and preference stock. MDU Resources' indenture of mortgage also contains
certain restrictions on the payment or declaration of cash dividends on its
common stock.
VOTING RIGHTS
MDU Resources' common stock has one vote per share. The holders of MDU
Resources' common stock are entitled to vote on all matters to be voted on by
stockholders. The holders of MDU Resources' common stock do not have cumulative
voting rights.
The holders of the preferred stock, preferred stock A and preference stock
do not have the right to vote, except as MDU Resources' board of directors
establishes or as provided in MDU Resources' restated certificate of
incorporation or bylaws or as determined by state law.
The restated certificate of incorporation gives the holders of the
preferred stock and the preferred stock A, or the preference stock, the right to
vote if dividends are unpaid, in whole or in part, on their shares for one year.
The holders have one vote per share until MDU Resources pays the dividend
arrearage, declares dividends for the current dividend period and sets aside the
funds to pay the current dividends. In addition, the holders of certain series
of the preferred stock and preferred stock A, and/or the holders of the
preference stock, must approve certain amendments to the restated certificate of
incorporation.
LIQUIDATION RIGHTS
If MDU Resources should liquidate, the holders of the preferred stock,
preferred stock A and the preference stock have the right to receive certain
amounts, as set forth in its restated certificate of incorporation, before MDU
Resources can make any payments to the holders of its common stock. After the
preferred and preference stock payments are made, the holders of MDU Resources'
common stock are entitled to share in all its remaining assets available for
distribution to stockholders.
OTHER RIGHTS
MDU Resources' common stock is not liable to further calls or assessment.
The holders of MDU Resources' common stock have no preemptive rights. MDU
Resources' common stock cannot be redeemed, and it does not have any conversion
rights or sinking fund provisions.
EFFECTS ON MDU RESOURCES' COMMON STOCK IF IT ISSUES PREFERRED OR PREFERENCE
STOCK
MDU Resources' board of directors has the authority, without further action
by the stockholders, to issue up to 500,000 shares of preferred stock, 1,000,000
shares of preferred stock A and 500,000 shares of preference stock, each in one
or more series. The board of directors has the authority to determine the terms
of each series of any preferred or preference stock, within the limits of the
restated certificate of incorporation and the laws of the state of Delaware.
5
<PAGE>
These terms include the number of shares in a series, dividend rights,
liquidation preferences, terms of redemption, conversion rights and voting
rights.
If MDU Resources issues any preferred or preference stock, it may
negatively affect the holders of its common stock. These possible negative
effects include diluting the voting power of shares of its common stock and
affecting the market price of its common stock. In addition, the ability of its
board of directors to issue preferred or preference stock may delay or prevent a
change in control of MDU Resources.
There are 166,000 shares of preferred stock currently outstanding, and MDU
Resources has reserved 60,000 shares of Series B preference stock for issuance
in connection with its rights plan.
PROVISIONS OF MDU RESOURCES' RESTATED CERTIFICATE OF INCORPORATION AND ITS
BYLAWS THAT COULD DELAY OR PREVENT A CHANGE IN CONTROL
MDU Resources' restated certificate of incorporation and bylaws contain
certain provisions which will make it difficult to obtain control of MDU
Resources if the board of directors does not approve the transaction. The
provisions include the following:
PROVISIONS RELATING TO MDU RESOURCES' BOARD OF DIRECTORS
CLASSIFIED BOARD
MDU Resources has divided the members of its board of directors into three
classes. The number of directors in each class is to be as nearly equal as
possible. Directors in each class are elected for a three-year term.
This classification of the board of directors may prevent stockholders from
changing the membership of the entire board of directors in a relatively short
period of time. At least two annual meetings, instead of one, generally will be
required to change the majority of directors. The classified board provisions
could have the effect of prolonging the time required for a stockholder with
significant voting power to gain majority representation on the board of
directors. Where majority or supermajority board of directors approval is
necessary for a transaction, such as an interested stockholder business
combination, the inability to immediately gain majority representation on the
board of directors could discourage takeovers and tender offers.
NUMBER OF DIRECTORS, VACANCIES, REMOVAL OF DIRECTORS
The restated certificate of incorporation provides that the board of
directors will have at least 6 and at most 15 directors. Two-thirds of the
continuing directors decide the exact number of directors at a given time. The
board fills any new directorships it creates and any vacancies.
Directors may be removed only for cause and then only by a majority of the
shares entitled to vote.
MEETINGS OF STOCKHOLDERS
NO CUMULATIVE VOTING
The restated certificate of incorporation does not provide for cumulative
voting.
ADVANCE NOTICE PROVISIONS
The bylaws require that for a stockholder to nominate a director or bring
other business before an annual meeting, the stockholder must give notice not
less than 120 days prior to the date corresponding to the date on which MDU
Resources first mailed its proxy materials for the prior year's annual meeting.
The restated certificate of incorporation prevents stockholders from
calling a special meeting. In addition, the restated certificate of
incorporation provides that stockholder action may be taken only at a
stockholders' meeting.
6
<PAGE>
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
The restated certificate of incorporation requires the affirmative vote of
80% of the common stock entitled to vote in order to amend certain provisions,
including provisions relating to the board of directors, unless two-thirds of
the continuing directors approve such amendment.
PROVISIONS RELATING TO THE AUTHORIZATION OF CERTAIN BUSINESS COMBINATIONS
The restated certificate of incorporation requires the affirmative vote of
80% of the common stock entitled to vote for directors in order to authorize
certain business combinations. Any business combination must also meet certain
fair price and procedural requirements. However, if two-thirds of the continuing
directors approve the business combination, then the vote of 80% of the common
stock and the fair price provisions will not be required.
There is also a provision permitting the board of directors to consider
certain specified factors in determining whether or not to approve certain
business combinations.
PROVISIONS OF DELAWARE LAW THAT COULD DELAY OR PREVENT A CHANGE IN CONTROL
MDU Resources is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Subject to certain exceptions, this law prohibits
it from engaging in certain business combinations with a person who owns 15% or
more of its outstanding voting stock for a three-year period after the person
acquires the stock. This prohibition does not apply if its board of directors
approved of the business combination or the acquisition of its stock before the
person acquired 15% of the stock. A business combination includes mergers,
consolidations, stock sales, asset sales and other transactions resulting in a
financial benefit to the interested stockholder.
TRANSFER AGENT; REGISTRAR
The transfer agent and registrar for the common stock is Wells Fargo Bank
Minnesota, N.A., South Saint Paul, Minnesota.
RIGHTS - GENERAL
On November 12, 1998, the board of directors declared a dividend of one
preference share purchase right for each outstanding share of common stock, par
value $1.00 per share. The dividend was paid on December 1, 1998 to the
stockholders of record on that date.
MDU Resources' board of directors has adopted a rights agreement to protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, it works by imposing a significant penalty upon any person or group which
acquires 15% or more of its outstanding common stock without the approval of the
board of directors. The rights agreement should not interfere with any merger or
other business combination approved by its board of directors.
For those interested in the specific terms of the rights agreement between
MDU Resources and Wells Fargo Bank Minnesota, N.A., as the rights agent, dated
as of November 12, 1998, MDU Resources provides the following summary
description. Please note, however, that this description is only a summary, and
is not complete, and should be read together with the entire rights agreement, a
copy of which is available free of charge from MDU Resources.
THE RIGHTS. MDU Resources' board of directors authorized the issuance of a
preference share purchase right with respect to each issued and outstanding
share of common stock on December 1, 1998. The preference share purchase rights
will initially trade with, and will be inseparable from, the common stock. The
preference share purchase rights are evidenced only by certificates that
represent shares of common stock. New preference share purchase rights will
accompany any new shares of common stock MDU Resources issues after December 1,
1998 until the distribution date described below.
EXERCISE PRICE. Each preference share purchase right will allow its holder
to purchase from MDU Resources one one-thousandth of a share of Series B
preference stock for $125, once the preference share purchase rights become
7
<PAGE>
exercisable. This portion of a share of Series B preference stock will give the
stockholder approximately the same dividend and liquidation rights as would one
share of common stock. Prior to exercise, the preference share purchase right
does not give its holder any dividend, voting, or liquidation rights.
EXERCISABILITY. The preference share purchase rights will not be
exercisable until
o 10 days after the public announcement that a person or group has
become an "acquiring person" by obtaining beneficial ownership of 15%
or more of MDU Resources' outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by MDU Resources' board
of directors before any person or group becomes an acquiring person)
after a person or group begins a tender or exchange offer which, if
consummated, would result in that person or group becoming an
acquiring person.
MDU Resources refers to the date when the preference share purchase rights
become exercisable as the "distribution date." Until that date, the common stock
certificates will also evidence the preference share purchase rights, and any
transfer of shares of common stock will constitute a transfer of preference
share purchase rights. After that date, the preference share purchase rights
will separate from the common stock and be evidenced by book-entry credits or by
preference share purchase rights certificates that MDU Resources will mail to
all eligible holders of common stock. Any preference share purchase rights held
by an acquiring person are void and may not be exercised.
MDU Resources' board of directors may reduce the threshold at which a
person or group becomes an acquiring person from 15% to not less than 10% of the
outstanding common stock.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
o FLIP IN. If a person or group becomes an acquiring person, all holders
of preference share purchase rights except the acquiring person may,
for $125, purchase shares of MDU Resources' common stock with a market
value of $250, based on the market price of the common stock prior to
such acquisition.
o FLIP OVER. If MDU Resources is later acquired in a merger or similar
transaction after the "preference share purchase rights distribution
date," all holders of preference share purchase rights except the
acquiring person may, for $125, purchase shares of the acquiring
corporation with a market value of $250, based on the market price of
the acquiring corporation's stock prior to such merger.
PREFERENCE SHARE PROVISIONS.
Each one one-thousandth of a share of Series B preference stock, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.001 per
share, or an amount equal to the dividend paid on one share of common
stock, whichever is greater.
o will entitle holders upon liquidation either to receive $1.00 per
share or an amount equal to the payment made on one share of common
stock, whichever is greater.
o will have no voting power, except as otherwise provided by Delaware
law or MDU Resources' restated certificate of incorporation.
8
<PAGE>
o will entitle holders to a per share payment equal to the payment made
on one share of common stock, if shares of MDU Resources' common stock
are exchanged via merger, consolidation, or a similar transaction.
The value of one one-thousandth interest in a share of Series B preference stock
should approximate the value of one share of common stock.
EXPIRATION. The preference share purchase rights will expire on December
31, 2008.
REDEMPTION. MDU Resources' board of directors may redeem the preference
share purchase rights for $.01 per preference share purchase right at any time
before any person or group becomes an acquiring person. If the board of
directors redeems any preference share purchase rights, it must redeem all of
the preference share purchase rights. Once the preference share purchase rights
are redeemed, the only right of the holders of preference share purchase rights
will be to receive the redemption price of $.01 per preference share purchase
right. The redemption price will be adjusted if MDU Resources has a stock split
or stock dividends of MDU Resources' common stock.
EXCHANGE. After a person or group becomes an acquiring person, but before
an acquiring person owns 50% or more of MDU Resources' outstanding common stock,
MDU Resources' board of directors may extinguish the preference share purchase
rights by exchanging one share of common stock or an equivalent security for
each such preference share purchase right, other than preference share purchase
rights held by the acquiring person.
ANTI-DILUTION PROVISIONS. MDU Resources' board of directors may adjust the
purchase price of a share of Series B preference stock, the number of shares of
Series B preference stock issuable and the number of outstanding preference
shares purchase rights to prevent dilution that may occur from a stock dividend,
a stock split, a reclassification of the Series B preference stock or common
stock. No adjustments to the exercise price of less than 1% will be made.
AMENDMENTS. The terms of the rights agreement may be amended by MDU
Resources' board of directors without the consent of the holders of the
preference share purchase rights. However, the board of directors may not amend
the rights agreement to lower the threshold at which a person or group becomes
an acquiring person to below 10% of its outstanding common stock. In addition,
the board of directors may not cause a person or group to become an acquiring
person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an acquiring person, the
board of directors may not amend the agreement in a way that adversely affects
holders of the preference share purchase rights.
PLAN OF DISTRIBUTION
MDU Resources may sell the common stock offered by this prospectus in one
of four ways: (i) through the solicitation of proposals of underwriters or
dealers to purchase the common stock, (ii) through underwriters or dealers on a
negotiated basis, (iii) directly to a limited number of purchasers or to a
single purchaser or (iv) through agents. The prospectus supplement with respect
to the common stock will set forth the terms of the offering of the common
stock, including the name or names of any underwriters, dealers or agents, the
purchase price of the common stock and the net proceeds to MDU Resources from
such sale, any underwriting discounts, agents' commissions and other items
constituting underwriting compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the common stock will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The common
stock may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
underwriting firms. The underwriter or underwriters with respect to a particular
underwritten offering of the common stock will be named in the prospectus
supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth in the prospectus
supplement. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the common stock will be subject to
9
<PAGE>
certain conditions precedent and the underwriters will be obligated to purchase
all the common stock being offered if any is purchased. If a dealer is used in
the sale, MDU Resources will sell the common stock to the dealer as principal.
The dealer may then resell the common stock at varying prices determined at the
time of resale.
The common stock may be sold directly by MDU Resources or through agents
designated by MDU Resources from time to time. The applicable prospectus
supplement will set forth the name of any agent involved in the offer or sale of
the common stock and any commissions payable by MDU Resources to that agent.
Unless otherwise indicated in the prospectus supplement, that agent will be
acting on a reasonable best efforts basis for the period of its appointment.
If so indicated in the prospectus supplement with respect to the common
stock, MDU Resources may authorize agents, underwriters or dealers to solicit
offers by certain specified institutions to purchase the common stock from MDU
Resources at the initial public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The delayed delivery contracts will
be subject to those conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for solicitation of
the delayed delivery contracts.
Agents, underwriters and dealers may be entitled under agreements entered
into with MDU Resources to indemnification by MDU Resources against certain
civil liabilities, including certain liabilities under the Securities Act of
1933 or to contribution by MDU Resources with respect to payments which such
agents, underwriters and dealers may be required to make in respect thereof.
EXPERTS
MDU Resources' audited consolidated financial statements incorporated in
this prospectus by reference to MDU Resources' Annual Report on Form 10-K for
the year ended December 31, 1999, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon such report and upon the
authority of said firm as experts in accounting and auditing in giving said
report.
LEGAL OPINIONS
The validity of the common stock has been passed upon for MDU Resources by
Lester H. Loble, II, Esq., General Counsel for MDU Resources, and also by Thelen
Reid & Priest LLP, 40 West 57th Street, New York, New York 10019.
------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE COMMON STOCK OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Securities and Exchange Commission Registration Fee.... $ 33,932.25
Listing Fees........................................... $ 22,150.00
Printing and Engraving Expenses........................ $ 30,000.00
Transfer Agent Fees.................................... $ 0
Legal Fees and Expenses................................ $ 75,000.00
Accountants' Fees and Expenses......................... $ 10,000.00
Miscellaneous........................................... $ 3,917.75
-----------
Total $175,000.00
===========
------------------------
* All amounts other than the Securities and Exchange Commission registration
fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
MDU Resources' Bylaws include the following provision:
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 circumstances of the case, such person is fairly
II-1
<PAGE>
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.
(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.
(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.
II-2
<PAGE>
(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 participants 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 MDU Resources' directors and officers in a
variety of circumstances, which may include liabilities under the Securities Act
of 1933. MDU Resources 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 16. EXHIBITS.
Exhibit
No. Description
------- -----------
*4(a) Restated Certificate of Incorporation of MDU Resources, as
amended to date (filed as Exhibit 3(a) to Form 10-Q for the
quarter ended June 30, 1999, in File No. 1-3480).
*4(b) Bylaws of MDU Resources, as amended to date (filed as
Exhibit 3(b) to Form 10-Q for the quarter ended September
30, 1998, in File No. 1-3480).
*4(c) Indenture of Mortgage, dated as of May 1, 1939, as restated
in the Forty-fifth Supplemental Indenture, dated as of April
21, 1992, and the Forty-sixth through Forty-eighth
Supplements thereto between MDU Resources and The New York
Trust Company (The Bank of New York, successor Co-Trustee)
and A.C. Downing (Douglas J. MacInnes, successor Co-Trustee)
(filed as Exhibit 4(a) in Registration No. 33-66682, and as
Exhibits 4(e), 4(f) and 4(g) in Registration No. 33-53896,
respectively).
4(c)(i) Forty-ninth Supplemental Indenture dated as of July 1, 2000,
between MDU Resources Group, Inc. and The Bank of New York
and Douglas J. MacInnes, Co-Trustees, Supplemental to the
Indenture of Mortgage dated as of May 1, 1939.
*4(d) Rights Agreement, dated as of November 12, 1998, between MDU
Resources and Norwest Bank Minnesota, N.A. (now, Wells Fargo
Bank Minnesota, N.A.), Rights Agent, (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 MDU
Resources.
5(b) Opinion of Thelen Reid & Priest LLP, counsel to MDU
Resources.
II-3
<PAGE>
23(a) Consent of Arthur Andersen LLP, independent public
accountants.
23(b) The consents of Lester H. Loble, II, Esq. and Thelen Reid &
Priest LLP are contained in their opinions filed as Exhibit
5(a) and Exhibit 5(b), respectively, to this Registration
Statement.
24 Power of Attorney is contained on the first of two signature
pages of this Registration Statement.
-------------------
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
(a) 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 SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if 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 SEC 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.
II-4
<PAGE>
(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 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(b) 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 15 above, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 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 Securities Act of
1933, and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
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-3 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 7th day of
November, 2000.
MDU RESOURCES GROUP, INC.
By: /s/ Martin A. White
------------------------------------
Martin A. White
President and Chief Executive Officer
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/her attorney-in-fact to sign in
his/her 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
like authority to sign and file any such amendment in its name and behalf.
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Martin A. White Chief Executive Officer November 7, 2000
---------------------------- and Director
Martin A. White
(President and Chief Executive
Officer)
/s/ Douglas C. Kane Chief Administrative & November 7, 2000
---------------------------- Corporate Development
Douglas C. Kane Officer and Director
(Executive Vice President, Chief
Administrative & Corporate
Development Officer)
/s/ Warren L. Robinson Chief Financial Officer November 7, 2000
----------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)
/s/ Vernon A. Raile Chief Accounting Officer November 7, 2000
----------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
/s/ John A. Schuchart Director November 7, 2000
----------------------------
John A. Schuchart
(Chairman of the Board)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ San W. Orr, Jr. Director November 7, 2000
----------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)
Director , 2000
---------------------------- -------- ---
Thomas Everist
/s/ Richard L. Muus Director November 7, 2000
----------------------------
Richard L. Muus
/s/ Robert L. Nance Director November 7, 2000
----------------------------
Robert L. Nance
Director , 2000
---------------------------- -------- ---
John L. Olson
/s/ Harry J. Pearce Director November 7, 2000
----------------------------
Harry J. Pearce
/s/ Homer A. Scott, Jr. Director November 7, 2000
----------------------------
Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director November 7, 2000
----------------------------
Joseph T. Simmons
/s/ Sister Thomas Welder, O.S.B. Director November 7, 2000
----------------------------
Sister Thomas Welder, O.S.B.
<PAGE>
EXHIBIT INDEX
Item No.
4(c)(i) Forty-ninth Supplemental Indenture dated as of July 1, 2000,
between MDU Resources Group, Inc. and The Bank of New York
and Douglas J. MacInnes, Co-Trustees, Supplemental to the
Indenture of Mortgage dated as of May 1, 1939.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to MDU
Resources.
5(b) Opinion of Thelen Reid & Priest LLP, counsel to MDU
Resources.
23(a) Consent of Arthur Andersen LLP, independent public
accountants.
23(b) The consents of Lester H. Loble, II, Esq. and Thelen Reid &
Priest LLP are contained in their opinions filed as Exhibit
5(a) and Exhibit 5(b), respectively, to this Registration
Statement.
24 Power of Attorney is contained on the first of two signature
pages of this Registration Statement.
