SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3480
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
MDU RESOURCES GROUP, INC.
SCHUCHART BUILDING
918 EAST DIVIDE AVENUE
P.O. BOX 5650
BISMARCK, NORTH DAKOTA 58506-5650
CONTENTS
Required Information
Financial Statements:
Statements of Financial Condition -- December 31,
1999 and 1998
Statements of Income and Changes in Participants'
Equity -- Years ended December 31, 1999, 1998
and 1997
Notes to Financial Statements
Schedules -- Schedule I has been omitted because
the required information is shown in such
financial statements or the notes or supplemental
schedules thereto.
Schedule II -- Allocation of Plan Assets and
Liabilities to Investment Programs
Schedule III -- Allocation of Plan Income and
Changes in Plan Equity to Investment Programs
Schedule IV -- Item 27d - Schedule of Reportable
Transactions
Report of Independent Public Accountants
Signature
Exhibit:
Consent of Independent Public Accountants
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
1999 1998
Assets:
Investments -- (Schedule II)
MDU Resources Group, Inc. common
stock
(1999 -- 6,332,494 shares,
cost $111,440,441
1998 -- 6,064,118 shares,
cost $103,035,875) $126,649,880 $159,562,105
Other 34,157,583 29,897,044
Cash and cash equivalents 1,411,021 1,711,482
Contributions receivable 1,894,388 ---
Dividends and interest receivable 1,335,917 1,281,649
Participant loans receivable 3,105,992 2,318,857
$168,554,781 $194,771,137
Liabilities:
Trustee payable (Note 2) $ 1,313,940 $ ---
$167,240,841 $194,771,137
Participants' equity:
Distributions due terminated
participants $ 490,885 $ 333,123
Active participants' equity 166,749,956 194,438,014
$167,240,841 $194,771,137
The accompanying notes are an integral part
of these financial statements.
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
Years ended December 31,
1999 1998 1997
Investment income:(Schedule III)
Dividends $ 5,586,272 $ 3,484,873 $ 3,454,643
Interest 351,055 193,431 53,480
Capital gains 1,302,794 603,798 200,226
Other (37,075) (20,091) (890)
Realized gains, net 2,918,999 8,693,580 6,976,940
Unrealized appreciation
(depreciation) on
investments (38,973,941) 14,766,451 19,279,470
(28,851,896) 27,722,042 29,963,869
Contributions:
Employers 3,209,539 1,274,909 1,213,664
Employees 7,074,574 3,885,912 3,553,477
Employee rollover 848,383 205,540 1,104
Total contributions 11,132,496 5,366,361 4,768,245
Distributions to terminated
participants (9,810,896) (8,998,730) (6,769,572)
Net transfers from Tax
Deferred Compensation
Savings Plan for
Collective Bargaining
Unit Employees --- 483,019 155,102
Transfers related to Coyote
Station (Note 4) --- (2,518,578) ---
Transfers related to
Merger of Plans (Note 1) --- 67,686,110 ---
Increase (decrease) in
participants' equity (27,530,296) 89,740,224 28,117,644
Participants' equity at
beginning of year 194,771,137 105,030,913 76,913,269
Participants' equity at
end of year $167,240,841 $194,771,137 $105,030,913
The accompanying notes are an integral part
of these financial statements.
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The MDU Resources Group, Inc. Tax Deferred Compensation Savings
Plan (the Non-Bargaining Plan) was adopted on August 4, 1983, by the
Board of Directors of MDU Resources Group, Inc. (the Company) to
provide a means for deferred savings and investment by eligible
employees and to afford additional security for their retirement. The
Non-Bargaining Plan is a defined contribution plan established
effective January 1, 1984. On January 1, 1999, the Non-Bargaining
Plan's name was changed to the MDU Resources Group, Inc. 401(k)
Retirement Plan (the Plan). The Company and any of its direct or
indirect subsidiaries who choose to participate in the Plan are the
Employers. Effective January 1, 1999, the Plan was amended to reflect
the merger of the MDU Resources Group, Inc. Tax Deferred Compensation
Savings Plan for Collective Bargaining Unit Employees (Bargaining
Plan) into the Plan. The assets of the Bargaining Plan were
transferred to the Plan on December 31, 1998. The Statements of
Income and Changes in Participants' Equity for 1998 and 1997 have not
been restated for the merger of the Non-Bargaining Plan and the
Bargaining Plan. Each participant in the Bargaining Plan
automatically became a participant in the Plan. The merger and the
transfer of assets were effectuated in accordance with Sections
401(a)(12), 411(d)(6) and 414(l) of the Internal Revenue Code of 1986,
as amended (Code) and the regulations thereunder. The fiscal year of
the Plan is the calendar year.
The Board of Directors of the Company may amend or modify the Plan,
and the Boards of Directors of the Employers may, at any time,
terminate the Plan with respect to the respective Employer.
The Plan is administered for the Company by a seven-member
committee (the Committee) appointed by the Chief Executive Officer of
the Company.
The recordkeeper and trustee of the Plan are New York Life
Benefits Services LLC (recordkeeper) and New York Life Trust Company
(trustee), respectively.
Administrative expenses of the Plan are paid by the Employers;
however, fees or commissions associated with each of the investment
options are paid primarily by participants as a deduction from the
amount invested or an offset to investment earnings.
The Plan contains three parts: 1) The Deferred Savings feature,
which is the part of the Plan related to an eligible employee's
ability to defer a portion of the employee's current compensation into
a tax-free trust, 2) The ESOP feature, which is the part of the Plan
related to participation in the ESOP, as merged into the Plan as of
the 1988 Effective Date, and 3) The profit sharing feature which was
added effective January 1, 1999. This profit sharing feature will
allow the Company and any of its direct or indirect subsidiaries who
choose to participate in the Plan to make discretionary contributions
to eligible employees, based on attainment of pre-determined earnings
levels.
Deferred Savings
Generally an employee may participate in the Plan upon hire if they
are at least 18 years of age and a regular full time or part time
employee. An eligible employee may elect to participate in the Plan
by filing an election with the Company to have savings contributions
made on the employee's behalf.
Each participant may change their contribution percentage at any
time via the recordkeeper's toll free telephone service or internet
website. The Plan allows contributions by participants varying from
one percent through 22 percent, in one percent increments, of eligible
compensation for each pay period. In addition, the Plan accepts
rollover contributions from other qualified retirement plans or an
Individual Retirement Account (IRA) that only holds assets distributed
from a qualified plan as adjusted for earnings, losses and gains
attributable thereto. Such savings contributions on behalf of a
participant are credited to the participant's Rollover Account. An
election is made by each participant to allocate contributions in one
percent increments to any or all of the seven available investment
options. Participants may choose to invest in common stock of the
Company, an equity indexed mutual fund, a bond market indexed fund, a
balanced fund, a small-cap fund, an international fund or a stable
value option. Such savings contributions reduce, on a dollar-for-
dollar basis, the participant's taxable earnings in the year in which
the savings contributions are made. Eligible compensation is defined
as the employee's total compensation (not in excess of $160,000 for
1999, 1998 and 1997) from the Employer, unreduced by any savings
contributions of the eligible employee to the Plan, and any amount
contributed by the Employer pursuant to a salary reduction agreement
and which is not includible in the gross income of an employee,
excluding other contributions to the Plan, contributions to other
employee benefit plans and certain additional items of compensation
which do not constitute direct earnings.
A participant may authorize suspension of such participant's
savings contributions to the Plan via the toll free telephone service
or internet website. Such suspension of savings contributions is
effective as soon as administratively feasible but not later than 30
days from the request. Suspended savings contributions may not be
made up by savings contributions at a later time.
Each participant's Employer may make a non-discretionary matching
contribution, equal to a percentage of such participant's monthly
savings contributions up to a specified percent of a participant's
compensation as provided under the Plan, which is credited to such
participant's Matching Contribution Account. Effective January 1,
1999, the Company may make an additional discretionary variable
matching contribution to a participant's Matching Contribution Account
based on attainment of pre-determined earnings levels. All matching
contributions are invested in common stock of the Company.
A participant's interest in a Savings Contribution Account or a
Matching Contribution Account is at all times fully vested and
nonforfeitable. Participant accounts are valued on a daily basis.
The Plan limits the elective deferral contribution for each
participant to the annual dollar limit as designated in Section 402(g)
of the Code for the calendar year, as adjusted. For each participant,
contributions (other than rollovers) credited to an account in any
plan year, when aggregated with contributions under all other
qualified plans maintained by the Employers, cannot be greater than
the maximum contribution permitted by Section 415 of the Code. The
deduction for contributions to the Plan, when taken together with all
other contributions made by the Employer to other qualified retirement
plans, cannot exceed the maximum amount deductible under Section 404
of the Code. The Plan also limits the aggregate savings contributions
which may be made on behalf of highly compensated employees.
Generally, once each month, the Employers remit all authorized
contributions made by the participants to the trustee to be held in
trust and invested for the respective accounts of the participants,
pursuant to the terms of a trust agreement effective January 1, 1998.
Contributions for common stock, including the Employers' matching
contribution, are used by the trustee to purchase shares of MDU
Resources Group, Inc. common stock (MDU stock) directly on the open
market. All such market purchases may be made at such prices as the
trustee may determine in its sole and absolute discretion. The
trustee may also purchase shares of authorized but unissued common
stock directly from the Company if the Company chooses to issue new
stock. The funds contributed to the equity indexed mutual fund are
invested in the MainStay Institutional Indexed Equity Fund (MainStay
Equity), which trades in the 500 common stocks listed on the Standard
& Poor's 500 Composite Stock Price Index. The funds contributed to
the bond market indexed fund are invested in the MainStay
Institutional Indexed Bond Fund (MainStay Bond), which invests in
investment grade corporate and U.S. government bonds, mortgage-backed
securities and asset-backed securities. The funds contributed to the
balanced fund are invested in the Dodge & Cox Balanced Fund (Dodge &
Cox Balanced), which invests in stocks and bonds. The funds
contributed to the small-cap fund are invested in the Baron Asset Fund
(Small-Cap), which invests in common stock of small and medium-sized
companies. The funds contributed to the international fund are
invested in the Templeton Foreign Fund (Class I) (Templeton
International), which invests primarily in stocks of companies located
outside of the United States. The funds contributed to the stable
value option (Stable Value) are invested in the New York Life Anchor
Account, which also invests in cash and cash equivalents. On
January 2, 1998, the Vanguard Index - 500 Portfolio (Vanguard Equity),
Vanguard Total Bond Market Index Fund (Vanguard Bond), EuroPacific
Growth Fund (International) and the short-term investment fund (Money
Market) were replaced with the MainStay Equity, MainStay Bond,
Templeton International and Stable Value funds, respectively.
Any dividends, interest, gains, losses or other distributions on
the above mentioned investments and short-term investment income
allocated to a participant's accounts are reinvested in the
appropriate investment medium, which is credited to the participant's
accounts. As amounts are allocated to each participant's accounts,
they become fully vested.
The amount credited to a participant's Savings Contribution
Account and Matching Contribution Account shall become payable to the
participant or the participant's beneficiary/beneficiaries, as
applicable (see tax rules related to rollover options), upon death,
retirement, disability, or other termination of employment with the
Employers. The distribution of such amounts will be in accordance
with the Plan, based on the method of payment elected by the
participant or designated beneficiary/beneficiaries. Amounts
credited to such accounts will be paid as soon as practicable after
such amounts are ascertained; provided that such payment shall not be
made prior to the participant's attainment of age 62 without the
written consent of the participant if the value of such accounts
exceeds $5,000.
A participant may be eligible to obtain a loan from the Plan. The
maximum amount available for a loan is the lesser of $50,000 or one-
half of the participant's account balance, subject to certain
limitations. Loans must be repaid over specified periods through
payroll deduction and bear interest at the prevailing prime rate in
effect at the time the loan is made, plus one percentage point.
A participant may make other in-service withdrawals (hardship or
age 59 1/2) from such participant's Savings Contribution Account or
Matching Contribution Account under certain conditions.
ESOP
Participation in the ESOP feature of the Plan is limited to
participants in the ESOP as of January 1, 1988 (1988 Effective Date)
or the date as of which an ESOP Account is established under the Plan,
whichever is later.
As of the 1988 Effective Date, ESOP Accounts have been suspended
and no additional contributions shall be made by the Company to such
accounts, other than to reflect dividends or other earnings.
A participant's interest in an ESOP Account is at all times fully
vested and nonforfeitable.
Distributions are consistent with the Deferred Savings feature
previously mentioned, except for participant loans which are not
available to ESOP Accounts.
Each participant with an ESOP Account, who has both attained age 55
and completed at least 10 years of participation may elect to have the
entire ESOP account balance diversified within the Plan.
2. Summary of Significant Accounting Policies
Investment valuation --
Investments held by the Plan are carried at market value. Market
value for the Stable Value and Money Market funds approximates cost.
The Plan's other investment valuations are based on published market
quotations.
Contributions --
Employer and employee contributions are recorded by the Plan when
received or determined to be receivable. Employee contributions are
accumulated by the Employers through payroll reductions.
Other --
Securities transactions are recorded on a trade date basis.
Dividend income is recorded on the ex-dividend date. Interest income
is recorded as earned.
On the ex-dividend date of December 6, 1999, the trustee in error
purchased shares of stock for both the MDU Stock and MDU Stock ESOP funds.
These shares were to be purchased January 1, 2000. The trustee funded
this purchase, and the related payable is reflected as a liability in
the accompanying December 31, 1999 Statement of Financial Condition.
3. Investments
The cost basis for distributions from the Plan is calculated using
the average cost per participant. Information concerning
distributions to terminated participants and other participants
meeting certain conditions of the Plan during 1999, 1998 and 1997 was
as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1999 1998 1997 1999 1998 1997
<S> <C> <C> <C> <C> <C> <C>
MDU Stock:
Number of
shares 210,160 151,445 179,393 112,663 77,060 78,710
Market value $ 4,840,264 $ 4,691,953 $ 4,200,722 $ 2,556,809 $ 2,164,686 $ 1,701,461
Average cost $ 3,675,604 $ 2,294,918 $ 2,876,791 $ 1,914,331 $ 650,089 $ 966,733
Cash $ 2,298,161 $ 2,124,820 $ 856,763 $ 115,662 $ 17,271 $ 10,626
</TABLE>
The net changes in unrealized appreciation of Plan investments
during 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Deferred Savings ESOP
1999 1998 1997 1999 1998 1997
<S> <C> <C> <C> <C> <C> <C>
Unrealized
appreciation
- January 1 $41,901,085 $30,416,948 $16,363,392 $16,777,353 $13,495,039 $ 8,269,125
Change
during
the year (27,144,376) 11,484,137 14,053,556 (11,829,565) 3,282,314 5,225,914
Unrealized
appreciation
- December 31 $14,756,709 $41,901,085 $30,416,948 $ 4,947,788 $16,777,353 $13,495,039
</TABLE>
4. Transfers Related to Coyote Station
Effective July 1, 1998, Montana-Dakota Utilities Co., a division
of the Company, was replaced by Otter Tail Power Company (Otter Tail)
as operator of the Coyote electric generating station (Coyote Station)
at Beulah, North Dakota. At such time, employees at the Coyote
Station became employees of Otter Tail. Assets for those employees
who were participants in the Non-Bargaining Plan and Bargaining Plan
were transferred to the trustee of the Otter Tail defined contribution
retirement plan. Montana-Dakota Utilities Co. maintains its ownership
interest in the Coyote Station.
5. Federal Income Taxes
The Internal Revenue Service (IRS) has informed the Company that
the Plan, as amended through July 31, 1998, is qualified under Section
1.401-1 of the Income Tax Regulations. The Company intends to file
subsequent plan amendments with the IRS to receive final
determination. The Company believes the Plan, as amended, will remain
exempt from federal income tax under Section 501(a) of the Code.
Contributions under the Plan and earnings of the trust will not be
taxable to the participants until distributed. Except as stated
below, any distribution made to a participant is taxable as ordinary
income in the year of distribution.
Under applicable law with respect to distributions during the 1999
plan year, the amount taxable as ordinary income may be eligible for a
special five-year averaging method of taxation (participants who
reached age 50 before 1986 may be eligible for ten-year averaging) if
the participant has participated in the Plan for five years prior to
the year in which the distribution is received. Any net unrealized
appreciation at the time of distribution will be treated as long-term
capital gain upon the subsequent sale of the common stock (unless the
participant has previously elected to include this amount as income in
the year of distribution) and any further appreciation subsequent to
the date of distribution will be treated as long-term or short-term
capital gain depending on the participant's holding period.
Distributions from the Plan may qualify under the Code as "eligible
rollover distributions." An eligible rollover distribution is a
distribution paid directly from the Plan to an IRA or another employer
plan that accepts rollovers or paid to the participant and rolled over
by the participant within 60 days to a qualifying IRA or another
employer qualified plan. If a participant chooses either of these
options, such participant is not taxed on the amount rolled over until
the participant later receives a distribution from the IRA or the
employer plan.
The foregoing covers only the general federal income tax aspects
of Plan participation and distributions.
6. Related Party Transactions
The Stable Value investments are managed by New York Life Asset
Management LLC, which is the parent to the recordkeeper. These
arrangements therefore qualify as party-in-interest transactions that
are exempt from the Department of Labor's prohibitions.
SUPPLEMENTAL
SCHEDULES
<TABLE>
Schedule II
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1999
<CAPTION>
ESOP Deferred Savings and Profit Sharing
MainStay MainStay Dodge & Cox
MDU Stock MDU Stock Equity Bond Balanced Small-Cap
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 1,025 2,095 1,403 487 679 590
Number of shares/
units 1,718,914 4,613,580 607,444 176,257 56,853 48,591
Cost $29,430,492 $82,009,949 $18,911,730 $ 1,902,659 $ 3,813,462 $ 2,546,363
Market value $34,378,280 $92,271,600 $23,155,759 $ 1,752,000 $ 3,735,813 $ 2,855,674
Cash and cash equivalents 88,130 1,322,891 --- --- --- ---
Contributions receivable--
Employers --- --- --- --- --- ---
Employees --- --- --- --- --- ---
Dividends and interest
receivable 358,735 955,205 --- --- --- ---
Participant loans
receivable --- --- --- --- --- ---
$34,825,145 $94,549,696 $23,155,759 $ 1,752,000 $ 3,735,813 $ 2,855,674
Liabilities:
Trustee payable $ 358,735 $ 955,205 $ --- $ --- $ --- $ ---
$34,466,410 $93,594,491 $23,155,759 $ 1,752,000 $ 3,735,813 $ 2,855,674
Participants' equity:
Distributions due
terminated
participants $ 137,282 $ 337,323 $ 6,099 $ 2,836 $ 2,544 $ 1,459
Active participants'
equity 34,329,128 93,257,168 23,149,660 1,749,164 3,733,269 2,854,215
$34,466,410 $93,594,491 $23,155,759 $ 1,752,000 $ 3,735,813 $ 2,855,674
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
Schedule II
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS (Continued)
December 31, 1999
<CAPTION>
Deferred Savings and Profit Sharing (Continued)
Templeton Total
Inter- Stable Loan Contributions Deferred
national Value Fund Receivable Savings Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 329 295 237
Number of shares/
units 110,145 1,422,512 --- --- 7,035,382 8,754,296
Cost $1,065,799 $ 1,422,512 $ --- $ --- $111,672,474 $141,102,966
Market value $1,235,825 $ 1,422,512 $ --- $ --- $126,429,183 $160,807,463
Cash and cash equivalents --- --- --- --- 1,322,891 1,411,021
Contributions receivable--
Employers --- --- --- 1,131,735 1,131,735 1,131,735
Employees --- --- --- 762,653 762,653 762,653
Dividends and
interest
receivable --- 21,977 --- --- 977,182 1,335,917
Participant loans
receivable --- --- 3,105,992 --- 3,105,992 3,105,992
$1,235,825 $1,444,489 $3,105,992 $1,894,388 $133,729,636 $168,554,781
Liabilities:
Trustee payable $ --- $ --- $ --- $ --- $ 955,205 $ 1,313,940
$1,235,825 $1,444,489 $3,105,992 $1,894,388 $132,774,431 $167,240,841
Participants' equity:
Distributions due
terminated
participants $ 1,616 $ 1,726 $ --- $ --- $ 353,603 $ 490,885
Active participants'
equity 1,234,209 1,442,763 3,105,992 1,894,388 132,420,828 166,749,956
$1,235,825 $1,444,489 $3,105,992 $1,894,388 $132,774,431 $167,240,841
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
Schedule II
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS
December 31, 1998
<CAPTION>
ESOP Deferred Savings and Profit Sharing
MainStay MainStay Dodge & Cox
MDU Stock MDU Stock Equity Bond Balanced Small-Cap
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 1,080 1,811 1,134 407 512 383
Number of shares/
units 1,771,753 4,292,365 596,937 178,972 53,010 43,561
Cost $29,841,898 $ 73,193,977 $17,675,953 $1,958,405 $3,542,031 $2,124,587
Market value $46,619,251 $112,942,854 $19,931,733 $1,956,161 $3,457,324 $2,201,585
Cash and cash
equivalents 85,908 1,625,574 --- --- --- ---
Dividends and
interest
receivable 372,950 901,645 --- --- --- ---
Participant loans
receivable --- --- --- --- --- ---
$47,078,109 $115,470,073 $19,931,733 $1,956,161 $3,457,324 $2,201,585
Participants' equity:
Distributions due
terminated
participants $ 112,621 $ 135,293 $ 25,551 $ 9,898 $ 10,893 $ 19,121
Active participants'
equity 46,965,488 115,334,780 19,906,182 1,946,263 3,446,431 2,182,464
$47,078,109 $115,470,073 $19,931,733 $1,956,161 $3,457,324 $2,201,585
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
Schedule II
MDU RESOURCES GROUP, INC.
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN ASSETS AND
LIABILITIES TO INVESTMENT PROGRAMS (Continued)
December 31, 1998
<CAPTION>
Deferred Savings and Profit Sharing (Continued)
Templeton Total
Inter- Stable Loan Deferred
national Value Fund Savings Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments --
Participants 216 150 179
Number of shares/
units 91,918 1,579,053 --- 6,835,816 8,607,569
Cost $ 864,807 $1,579,053 --- $100,938,813 $130,780,711
Market value $ 771,188 $1,579,053 $ --- $142,839,898 $189,459,149
Cash and cash
equivalents --- --- --- 1,625,574 1,711,482
Dividends and
interest
receivable --- 7,054 --- 908,699 1,281,649
Participant loans
receivable --- --- 2,318,857 2,318,857 2,318,857
$ 771,188 $1,586,107 $2,318,857 $147,693,028 $194,771,137
Participants' equity:
Distributions due
terminated
participants $ 18,491 $ 1,255 $ --- $ 220,502 $ 333,123
Active participants'
equity 752,697 1,584,852 2,318,857 147,472,526 194,438,014
$ 771,188 $1,586,107 $2,318,857 $147,693,028 $194,771,137
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule III
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1999
<CAPTION>
ESOP Deferred Savings and Profit Sharing
MainStay MainStay Dodge & Cox
MDU Stock MDU Stock Equity Bond Balanced Small-Cap
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 1,420,286 $ 3,680,180 $ 220,693 $ 124,072 $ 110,932 $ ---
Interest 3,842 58,193 --- --- --- ---
Capital gains --- --- 1,033,393 --- 259,921 ---
Other (4,396) (32,544) (550) --- --- (7)
Realized gain (loss) 706,375 1,281,835 800,393 (11,823) 7,567 138,061
Unrealized appreciation
(depreciation) on
investments (11,829,565) (29,487,227) 1,988,249 (148,415) 7,059 232,313
(9,703,458) (24,499,563) 4,042,178 (36,166) 385,479 370,367
Contributions:
Employers --
MDU --- 1,076,110 --- --- --- ---
WBI Holdings --- 306,765 --- --- --- ---
Knife River --- 694,929 --- --- --- ---
--- 2,077,804 --- --- --- ---
Employees --
MDU --- 1,829,027 922,639 83,601 214,327 198,978
WBI Holdings --- 423,619 298,417 30,119 111,825 91,188
Knife River --- 884,109 550,492 77,622 156,759 131,831
--- 3,136,755 1,771,548 191,342 482,911 421,997
Employee rollover --
MDU --- 44,044 56,035 2,488 1,436 8,298
WBI Holdings --- 13,124 14,333 4,792 5,783 1,958
Knife River --- 113,614 150,664 27,572 43,778 161,819
--- 170,782 221,032 34,852 50,997 172,075
--- 5,385,341 1,992,580 226,194 533,908 594,072
Distributions to
terminated
participants (2,672,472) (5,128,877) (928,003) (48,804) (153,188) (62,806)
Net loan activity --- (469,260) (123,834) (3,677) (10,131) 8,440
Transfers of
participants' equity:
Fund to Fund (235,769) 2,836,777 (1,758,895) (341,708) (477,579) (255,984)
Increase (decrease) in
participants' equity (12,611,699) (21,875,582) 3,224,026 (204,161) 278,489 654,089
Participants'
equity at
beginning of
year 47,078,109 115,470,073 19,931,733 1,956,161 3,457,324 2,201,585
Participants'
equity at end
of year $34,466,410 $93,594,491 $23,155,759 $1,752,000 $3,735,813 $2,855,674
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule III
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS (Continued)
Year ended December 31, 1999
<CAPTION>
Deferred Savings and Profit Sharing (Continued)
Templeton Total
Inter- Stable Loan Contributions Deferred
national Value Fund Receivable Savings Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 30,109 $ --- $ --- $ --- $ 4,165,986 $ 5,586,272
Interest --- 78,967 210,053 --- 347,213 351,055
Capital gains 9,480 --- --- --- 1,302,794 1,302,794
Other --- 422 --- --- (32,679) (37,075)
Realized gain (loss) (3,409) --- --- --- 2,212,624 2,918,999
Unrealized appreciation
(depreciation) on
investments 263,645 --- --- --- (27,144,376) (38,973,941)
299,825 79,389 210,053 --- (19,148,438) (28,851,896)
Contributions:
Employers --
MDU --- --- --- 143,698 1,219,808 1,219,808
WBI Holdings --- --- --- 49,888 356,653 356,653
Knife River --- --- --- 938,149 1,633,078 1,633,078
--- --- --- 1,131,735 3,209,539 3,209,539
Employees --
MDU 76,854 39,717 --- 420,267 3,785,410 3,785,410
WBI Holdings 39,162 12,906 --- 117,573 1,124,809 1,124,809
Knife River 38,439 100,290 --- 224,813 2,164,355 2,164,355
154,455 152,913 --- 762,653 7,074,574 7,074,574
Employee rollover --
MDU 10,279 8,504 --- --- 131,084 131,084
WBI Holdings 1,032 5,557 --- --- 46,579 46,579
Knife River 94,104 79,169 --- --- 670,720 670,720
105,415 93,230 --- --- 848,383 848,383
259,870 246,143 --- 1,894,388 11,132,496 11,132,496
Distributions to
terminated
participants (80,537) (707,656) (28,553) --- (7,138,424) (9,810,896)
Net loan activity (2,690) (4,483) 605,635 --- --- ---
Transfers of
participants' equity:
Fund to Fund (11,831) 244,989 --- --- 235,769 ---
Increase (decrease) in
participants' equity 464,637 (141,618) 787,135 1,894,388 (14,918,597) (27,530,296)
Participants'
equity at
beginning of
year 771,188 1,586,107 2,318,857 --- 147,693,028 194,771,137
Participants'
equity at end
of year $ 1,235,825 $ 1,444,489 $ 3,105,992 $ 1,894,388 $132,774,431 $167,240,841
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule III
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1998
<CAPTION>
ESOP Deferred Savings and Profit Sharing
MainStay MainStay Dodge & Cox
MDU Stock MDU Stock Equity Bond Balanced Small-Cap
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 801,976 $ 2,333,142 $ 152,155 $ 92,387 $ 88,797 $ 1,265
Interest 5,238 36,939 --- 6,680 --- ---
Capital gains --- --- 414,078 --- 145,141 ---
Other 8,713 (27,686) (474) (59) (510) ---
Realized gain (loss) 2,102,658 6,080,362 264,327 13,417 161,748 74,095
Unrealized appreciation
(depreciation) on
investments 3,282,314 9,589,950 2,255,780 (2,244) (239,435) (26,315)
6,200,899 18,012,707 3,085,866 110,181 155,741 49,045
Contributions:
Employers --
MDU --- 698,974 --- --- --- ---
WBI Holdings --- 233,745 --- --- --- ---
Knife River --- 342,190 --- --- --- ---
--- 1,274,909 --- --- --- ---
Employees --
MDU --- 1,052,741 679,935 69,526 180,509 149,187
WBI Holdings --- 248,569 240,004 24,259 85,326 63,500
Knife River --- 361,501 347,623 51,514 98,367 33,610
--- 1,662,811 1,267,562 145,299 364,202 246,297
Employee rollover --
MDU --- 772 6,562 --- 173 12,592
WBI Holdings --- 1,703 7,177 851 5,110 3,222
Knife River --- 73,114 72,392 4,136 --- 13,527
--- 75,589 86,131 4,987 5,283 29,341
--- 3,013,309 1,353,693 150,286 369,485 275,638
Distributions to
terminated
participants (2,181,957) (4,912,143) (639,370) (108,825) (360,944) (86,699)
Net loan activity --- (859,025) (209,654) 2,802 (37,150) (25,006)
Transfers of
participants' equity:
Fund to Fund --- (1,747,822) (413,008) 149,241 316,352 484,684
Plan to Plan 49,440 382,027 18,359 13,068 5,060 682
Plan to Plan
(Coyote Station) (692,514) (1,381,724) (219,444) (53,219) (49,660) (37,186)
Plan to Plan (Merger) 21,171,336 37,277,587 5,890,180 435,714 778,579 632,778
20,528,262 34,530,068 5,276,087 544,804 1,050,331 1,080,958
Increase in participants'
equity 24,547,204 49,784,916 8,866,622 699,248 1,177,463 1,293,936
Participants'
equity at
beginning of
year 22,530,905 65,685,157 11,065,111 1,256,913 2,279,861 907,649
Participants'
equity at end
of year $47,078,109 $115,470,073 $19,931,733 $1,956,161 $3,457,324 $2,201,585
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule III
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS (Continued)
Year ended December 31, 1998
<CAPTION>
Deferred Savings and Profit Sharing (Continued)
Templeton Total
Inter- Stable Loan Deferred
national Value Fund Savings Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 15,151 $ --- $ --- $ 2,682,897 $ 3,484,873
Interest --- 83,797 60,777 188,193 193,431
Capital gains 44,579 --- --- 603,798 603,798
Other --- (75) --- (28,804) (20,091)
Realized gain (loss) (3,027) --- --- 6,590,922 8,693,580
Unrealized appreciation
(depreciation) on
investments (93,599) --- --- 11,484,137 14,766,451
(36,896) 83,722 60,777 21,521,143 27,722,042
Contributions:
Employers --
MDU --- --- --- 698,974 698,974
WBI Holdings --- --- --- 233,745 233,745
Knife River --- --- --- 342,190 342,190
--- --- --- 1,274,909 1,274,909
Employees --
MDU 83,604 30,170 --- 2,245,672 2,245,672
WBI Holdings 34,262 5,059 --- 700,979 700,979
Knife River 10,806 35,840 --- 939,261 939,261
128,672 71,069 --- 3,885,912 3,885,912
Employee rollover --
MDU 520 --- --- 20,619 20,619
WBI Holdings 1,155 852 --- 20,070 20,070
Knife River 841 841 --- 164,851 164,851
2,516 1,693 --- 205,540 205,540
131,188 72,762 --- 5,366,361 5,366,361
Distributions to
terminated
participants (36,107) (628,682) (44,003) (6,816,773) (8,998,730)
Net loan activity (6,330) (8,423) 1,142,786 --- ---
Transfers of
participants' equity:
Fund to Fund 129,344 1,081,209 --- --- ---
Plan to Plan 257 14,126 --- 433,579 483,019
Plan to Plan
(Coyote Station) (16,309) (68,522) --- (1,826,064) (2,518,578)
Plan to Plan (Merger) 152,317 188,322 1,159,297 46,514,774 67,686,110
265,609 1,215,135 1,159,297 45,122,289 65,650,551
Increase in participants'
equity 317,464 734,514 2,318,857 65,193,020 89,740,224
Participants'
equity at
beginning of
year 453,724 851,593 --- 82,500,008 105,030,913
Participants'
equity at end
of year $ 771,188 $ 1,586,107 $ 2,318,857 $147,693,028 $194,771,137
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule III
401(k) RETIREMENT PLAN
ALLOCATION OF PLAN INCOME AND CHANGES
IN PLAN EQUITY TO INVESTMENT PROGRAMS
Year ended December 31, 1997
<CAPTION>
ESOP Deferred Savings and Profit Sharing Total
Vanguard Vanguard Dodge & Cox Inter- Money Deferred
MDU Stock MDU Stock Equity Bond Balanced Small-Cap national Market Savings Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 815,775 $ 2,341,364 $ 154,705 $ 73,592 $ 62,110 $ --- $ 7,097 $ --- $ 2,638,868 $ 3,454,643
Interest 866 11,446 509 218 48 --- --- 40,393 52,614 53,480
Capital gains --- --- 70,544 --- 103,511 --- 26,171 --- 200,226 200,226
Other 37 (193) 329 7 108 2 --- (1,180) (927) (890)
Realized gain
(loss) 739,779 1,431,823 4,775,215 37,316 21,409 6,756 (35,358) --- 6,237,161 6,976,940
Unrealized
appreciation
(depreciation) on
investments 5,225,914 16,184,557 (2,389,019) (3) 154,728 103,313 (20) --- 14,053,556 19,279,470
6,782,371 19,968,997 2,612,283 111,130 341,914 110,071 (2,110) 39,213 23,181,498 29,963,869
Contributions:
Employers --
MDU --- 670,480 --- --- --- --- --- --- 670,480 670,480
Williston Basin --- 218,362 --- --- --- --- --- --- 218,362 218,362
Knife River --- 324,822 --- --- --- --- --- --- 324,822 324,822
--- 1,213,664 --- --- --- --- --- --- 1,213,664 1,213,664
Employees --
MDU --- 959,057 682,656 78,641 182,436 66,127 66,775 15,606 2,051,298 2,051,298
Williston Basin --- 274,374 225,684 27,707 60,831 21,744 17,609 7,898 635,847 635,847
Knife River --- 332,457 339,315 50,247 87,863 6,042 4,081 46,327 866,332 866,332
--- 1,565,888 1,247,655 156,595 331,130 93,913 88,465 69,831 3,553,477 3,553,477
Employee rollover --
MDU --- --- --- --- --- --- --- --- --- ---
Williston Basin --- --- --- --- --- --- --- --- --- ---
Knife River --- 552 --- --- 221 110 221 --- 1,104 1,104
--- 552 --- --- 221 110 221 --- 1,104 1,104
--- 2,780,104 1,247,655 156,595 331,351 94,023 88,686 69,831 4,768,245 4,768,245
Distributions to
terminated
participants (1,712,087) (4,265,456) (441,830) (135,612) (91,652) (5,574) (6,567) (110,794) (5,057,485) (6,769,572)
Transfers of
participants'
equity:
Fund to Fund --- (1,503,786) 195,761 (127,807) 256,034 705,796 373,035 100,967 --- ---
Plan to Plan 27,156 61,730 64,375 (2,978) 797 3,333 680 9 127,946 155,102
27,156 (1,442,056) 260,136 (130,785) 256,831 709,129 373,715 100,976 127,946 155,102
Increase in
participants'
equity 5,097,440 17,041,589 3,678,244 1,328 838,444 907,649 453,724 99,226 23,020,204 28,117,644
Participants'
equity at
beginning of
year 17,433,465 48,643,568 7,386,867 1,255,585 1,441,417 --- --- 752,367 59,479,804 76,913,269
Participants'
equity at end
of year $22,530,905 $65,685,157 $11,065,111 $1,256,913 $2,279,861 $ 907,649 $ 453,724 $ 851,593 $82,500,008 $105,030,913
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<TABLE>
MDU RESOURCES GROUP, INC. Schedule IV
401(k) RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
As of DECEMBER 31, 1999
Series of Transactions within the Plan Year in Aggregate Involving more than Five Percent:
<CAPTION>
Purchases Sales/Redemptions Gain on
Fund Description Number Amount Number Amount Transactions
<S> <C> <C> <C> <C> <C>
DEFERRED SAVINGS
MDU Stock MDU Stock and MainStay Inst. 166 $11,963,513 --- --- ---
Money Market
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To MDU Resources Group, Inc.:
We have audited the accompanying statements of financial position of MDU
Resources Group, Inc. 401(k) Retirement Plan as of December 31, 1999 and
1998, and the related statements of income and changes in participants'
equity for each of the three years in the period ended December 31, 1999.
These financial statements and the schedules referred to below are the
responsibility of the plan administrator. Our responsibility is to
express an opinion on these financial statements and supplemental
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MDU Resources
Group, Inc. 401(k) Retirement Plan as of December 31, 1999 and 1998, and
the results of its operations and the changes in participants' equity for
each of the three years in the period ended December 31, 1999, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules are
presented for purposes of additional analysis and are not a required part
of the basic financial statements. This information has been subjected
to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 3, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the MDU Resources Group, Inc. 401(k) Retirement Plan committee has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
MDU Resources Group, Inc.
401(k) Retirement Plan
Date: March 17, 2000 By /S/ DOUGLAS C. KANE
Douglas C. Kane (Chairman)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into the
Company's previously filed Registration Statements (Form S-8 No. 333-
06103, No. 333-06105 and No. 333-72595).
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
March 17, 2000
