-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/WuESTVFhkU8zQrahzP2ewd+oAZHa10v1dV3oiZCzj/a9uqEEVWQx/m0DqjNcQs P2EzJXYbJhPO4CDByLPWLA== 0000067716-98-000016.txt : 19980330 0000067716-98-000016.hdr.sgml : 19980330 ACCESSION NUMBER: 0000067716-98-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 410423660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03480 FILM NUMBER: 98576183 BUSINESS ADDRESS: STREET 1: 400 N FOURTH ST CITY: BISMARCK STATE: ND ZIP: 58501 BUSINESS PHONE: 7012227900 MAIL ADDRESS: STREET 1: 400 NORTH FOURTH ST CITY: BISMARCK STATE: ND ZIP: 58501 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 11-K 1 NON-UNION 11-K 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, 1997 TRANSITION REPORT PURSANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commision file number 1-3480 MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN MDU RESOURCES GROUP, INC. SCHUCHART BUILDING 918 EAST DIVIDE AVENUE BISMARCK, NORTH DAKOTA 58501 CONTENTS Required Information Financial Statements: Statements of Financial Condition -- December 31, 1997 and 1996 Statements of Income and Changes in Participants' Equity -- Years ended December 31, 1997, 1996 and 1995 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 page Exhibit: Consent of Independent Public Accountants MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1997 1996 Assets: Investments -- (Schedule II) MDU Resources Group, Inc. common stock (1997 -- 2,760,054 shares, cost $43,632,742; 1996 -- 2,838,640 shares, cost $43,045,573) $ 87,286,708 $65,289,050 Other 4,034,826 8,143,804 Cash and cash equivalents 12,908,879 2,690,638 Dividends and interest receivable 800,500 789,777 $105,030,913 $76,913,269 Participants' equity: Distributions due terminated participants $ 6,271 $ 1,768,833 Active participants' equity 105,024,642 75,144,436 $105,030,913 $76,913,269 The accompanying notes are an integral part of these statements. MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY Years ended December 31, 1997 1996 1995 Investment income:(Schedule III) Dividends $ 3,454,643 $ 3,325,827 $ 3,085,049 Interest 53,480 33,247 21,542 Capital gains 200,226 25,681 10,645 Other (890) (108,279) (19,297) Realized gain on distributions 6,976,940 1,369,749 1,238,330 Unrealized appreciation on investments 19,279,470 8,518,996 4,817,153 29,963,869 13,165,221 9,153,422 Contributions: Employers 1,213,664 1,170,200 1,236,820 Employees 3,553,477 3,332,996 2,921,030 Employee rollover 1,104 15,179 19,784 Total contributions 4,768,245 4,518,375 4,177,634 Distributions to terminated participants (6,769,572) (4,164,626) (4,694,993) Net transfers from Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees 155,102 600,455 678,285 Increase in participants' equity 28,117,644 14,119,425 9,314,348 Participants' equity at beginning of year 76,913,269 62,793,844 52,611,360 Merger of Profit Sharing feature (Note 1) --- --- 868,136 76,913,269 62,793,844 53,479,496 Participants' equity at end of year $105,030,913 $76,913,269 $62,793,844 The accompanying notes are an integral part of these statements. 1. Description of the Plan The MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan (the 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 Plan is a defined contribution plan established effective January 1, 1984. The Company and any of its direct or indirect subsidiaries who choose to participate in the Plan are the Employers. Effective January 1, 1988 (1988 Effective Date), the Plan was amended and restated to reflect the merger and transfer of eligible employees' accounts of the MDU Resources Group, Inc. Employee Stock Ownership Plan (ESOP) into the Plan. Effective January 1, 1995 (1995 Effective Date), the Plan was amended to reflect the merger and transfer of eligible employees' accounts of the Anchorage Sand and Gravel Company, Inc. (AS&G) Profit Sharing/401(k) Plan into the Plan. 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 five-member committee (the Committee) appointed by the Chief Executive Officer of the Company. 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 two 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, and 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. Unless otherwise noted, these disclosures are as of December 31, 1997. Deferred Savings Any employee who is at least 18 years of age, who has completed at least one year of service with a minimum of 1,000 hours worked and who is not a collective bargaining unit employee is eligible to participate in the Plan. An eligible employee may elect to participate in the Plan as of January 1, April 1, July 1 or October 1 following completion of one year of service and by filing a written election with the Committee to have savings contributions made on the employee's behalf. A former participant or eligible employee who is reemployed shall again become eligible to become a participant on the first day of the month following the employee's return to employment as an eligible employee. Each participant may change their contribution percent at anytime by filing a written election with the Committee or via the toll free telephone service. The toll free telephone service was operated by Norwest Bank Minnesota, N.A. as recordkeeper and trustee (See Note 2 -- Changes to the Plan for 1998). The Plan allows contributions by participants varying from one percent through 15 percent (10 percent through December 31, 1995), 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 to any or all of the seven available investment options. The investment election made must be designated in 10 percent increments of the total amount contributed by the participant to be invested 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 short-term investment fund. The small-cap and international fund options were available as investment options as of March 1, 1997. 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 1997 and not in excess of $150,000 for 1996 and 1995) 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. 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 makes a 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. 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. Effective March 1, 1997, 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 Internal Revenue Code of 1986 as amended (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, 1994 (See Note 2 -- Changes to the Plan for 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 in 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 were invested in the Vanguard Index-500 Portfolio (Vanguard 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 were invested in the Vanguard Total Bond Market Index Fund (Vanguard Bond), which invests in corporate bonds which attempt to match the Lehman Brothers Aggregate Bond Index. The funds contributed to the balanced fund are invested in the Dodge & Cox Balanced Fund (Dodge & Cox Balanced), which invests in well-established companies' 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 were invested in the EuroPacific Growth Fund (International), which invests in equity securities of issuers domiciled in Europe or the Pacific Basin, securities through depository receipts which may be denominated in various currencies or securities convertible into common stocks, straight debt securities, government securities, or nonconvertible preferred stocks. The funds contributed to the short-term investment fund (Money Market) were invested in short-term, high- quality, money market investments. Effective January 1, 1997, the Dodge & Cox Balanced replaced the Fidelity Balanced Fund (Fidelity Balanced) and the Vanguard Bond replaced the Dreyfus Bond Market Index Fund (Mellon Bond) (See Note 2 -- Changes to the Plan for 1998). 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 65 without the written consent of the participant if the value of such accounts exceeds $3,500. A participant may make withdrawals from such participant's Savings Contribution Account or Matching Contribution Account under certain conditions. On the 1995 Effective Date, the 401(k) feature of the AS&G Profit Sharing/401(k) Plan was merged into the Deferred Savings feature of the Plan with the Profit Sharing feature being merged into the Plan as a separate feature. On September 30, 1996, the assets of the Profit Sharing feature were liquidated and transferred to the available investment options of the Deferred Savings feature as directed by the AS&G participants. Participation in the Profit Sharing feature of the Plan is limited to participants who are non-bargaining employees of AS&G. On an annual basis, AS&G may contribute a discretionary amount to the non-highly compensated AS&G employees out of its current or accumulated net profit, as defined in the summary plan description. ESOP Participation in the ESOP feature of the Plan is limited to participants in the ESOP as of the 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, unless and to the extent the Company in its sole discretion shall make additional contributions. 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. Each participant with an ESOP Account, who has attained age 55 and who has completed at least 10 years of participation under the ESOP, the Plan or both, is entitled to elect the distribution of a percentage of the value of the participant's ESOP Account attributable to common stock acquired under the ESOP or ESOP feature after December 31, 1986. This form of distribution is offered to allow the participant to diversify the investment of a portion of their ESOP account. 2. Changes to the Plan for 1998 The recordkeeper and trustee of the Plan was changed on January 1, 1998 from Norwest Bank Minnesota, N.A. to New York Life Benefit Services, Inc. (NYLBSI) and New York Life Trust Company (NYLTC), respectively. A new trust agreement with NYLTC was entered into effective January 1, 1998. On January 2, 1998 four of the investment options were replaced due to the conversion to NYLBSI/NYLTC. The Vanguard Equity, Vanguard Bond, International and the Money Market Funds were replaced with the MainStay Institutional Indexed Equity Fund (MainStay Equity), MainStay Institutional Indexed Bond Fund (MainStay Bond), Templeton Foreign Fund Class I (Templeton) and New York Life Insurance Company Anchor Account (Anchor), respectively. The MainStay Equity invests in the 500 common stocks listed on the Standard & Poor's 500 Composite Stock Price Index. The MainStay Bond invests in investment grade corporate and U.S. government bonds, mortgage backed securities and asset backed securities. The Templeton invests primarily in stock and debt obligations of companies and governments outside the United States. The Anchor invests in high quality fixed income securities. Effective in 1998, a participant may be eligible to obtain a loan from the Plan. The maximum amount available for a loan is the lessor 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 percent. 3. Summary of Significant Accounting Policies Investment valuation - Investments held by the Plan are carried at market value. Market value for Mellon Bond was determined from several independent pricing sources. Market value for the Money Market 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. 4. 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 1997, 1996 and 1995 was as follows:
Deferred Savings ESOP 1997 1996 1995 1997 1996 1995 MDU Stock: Number of shares 179,393 123,334 116,987 78,710 61,030 48,350 Market value $4,200,722 $2,599,731 $2,986,213 $1,701,461 $1,283,160 $1,248,156 Average cost $2,876,791 $1,969,443 $2,361,202 $966,733 $715,030 $728,333 Cash $856,763 $264,405 $337,286 $10,626 $16,718 $17,582
Cash distributions made in 1996 and 1995 from the Profit Sharing feature were $612 and $105,756, respectively. The net changes in unrealized appreciation of Plan investments during 1997, 1996 and 1995 were as follows:
Deferred Savings ESOP 1997 1996 1995 1997 1996 1995 Unrealized appreciation - January 1 $16,363,392 $ 9,807,996 $5,865,526 $ 8,269,125 $6,305,525 $5,443,782 Change during the year 14,053,556 6,555,396 3,942,470 5,225,914 1,963,600 861,743 Unrealized appreciation - December 31 $30,416,948 $16,363,392 $9,807,996 $13,495,039 $8,269,125 $6,305,525
Profit Sharing 1995 Unrealized depreciation - January 1 $(46,874) Change during the year 12,940 Unrealized appreciation - December 31 $(33,934) Due to the transfer of assets for the Profit Sharing feature in 1996 to the Deferred Savings feature, 1997 and 1996 information is not presented for the Profit Sharing feature but has been included with the Deferred Savings feature above. 5. Federal income taxes The Internal Revenue Service (IRS) has informed the Company that the Plan, as amended through August 16, 1994, 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 current law, 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. SUPPLEMENTAL SCHEDULES ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS December 31, 1997
ESOP Deferred Savings Total Vanguard Vanguard Dodge & Cox Inter- Money Deferred MDU Stock MDU Stock Equity Bond Balanced Small-Cap national Market Savings Total Assets: Investments -- Participants 696 1,125 767 309 350 173 141 88 Number of shares/ units 705,683 2,054,371 --- --- 34,140 18,710 10 847,049 2,954,280 3,659,963 Cost $ 8,822,186 $34,810,556 $ --- $ --- $2,125,133 $804,336 $ 287 $847,049 $38,587,361 $ 47,409,547 Market value $22,317,225 $64,969,483 $ --- $ --- $2,279,861 $907,649 $ 267 $847,049 $69,004,309 $ 91,321,534 Cash and cash equivalents 10,507 122,890 11,065,111 1,256,913 --- --- 453,457 1 12,898,372 12,908,879 Dividends and interest receivable 203,173 592,784 --- --- --- --- --- 4,543 597,327 800,500 $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 Participants' equity: Distributions due terminated participants $ --- $ 5,138 $ 222 $ 164 $ --- $ --- $ --- $ 747 $ 6,271 $ 6,271 Active participants' equity 22,530,905 65,680,019 11,064,889 1,256,749 2,279,861 907,649 453,724 850,846 82,493,737 105,024,642 $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 The accompanying notes are an integral part of this schedule.
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS December 31, 1996
ESOP Deferred Savings Total Vanguard Mellon Fidelity Money Deferred Profit MDU Stock MDU Stock Equity Bond Balanced Market Savings Sharing Total Assets: Investments -- Participants 700 1,102 719 320 300 68 Number of shares/units 748,941 2,089,699 106,804 652 --- 750,577 2,947,732 --- 3,696,673 Cost $ 8,956,510 $34,089,046 $4,997,832 $ 6,371 $ --- $750,578 $39,843,827 $ --- $48,800,337 Market value $17,225,635 $48,063,415 $7,386,852 $ 6,375 $ --- $750,577 $56,207,219 $ --- $73,432,854 Cash and cash equivalents --- 19 --- 1,249,209 1,441,409 1 2,690,638 --- 2,690,638 Dividends and interest receivable 207,830 580,134 15 1 8 1,789 581,947 --- 789,777 $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: Distributions due terminated participants $ 481,177 $ 1,135,606 $ 97,219 $ 47,131 $ 6,894 $ 806 $ 1,287,656 $ --- $ 1,768,833 Active participants' equity 16,952,288 47,507,962 7,289,648 1,208,454 1,434,523 751,561 58,192,148 --- 75,144,436 $17,433,465 $48,643,568 $7,386,867 $1,255,585 $1,441,417 $752,367 $59,479,804 $ --- $76,913,269 The accompanying notes are an integral part of this schedule.
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1997 ESOP Deferred Savings Total Vanguard Vanguard Dodge & Cox Inter- Money Deferred MDU Stock MDU Stock Equity Bond Balanced Small-Cap national Market Savings Total 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) on distri- butions 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 invest- ments 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 partici- pants (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 The accompanying notes are an integral part of this schedule.
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1996
ESOP Deferred Savings Total Vanguard Mellon Fidelity Money Deferred Profit MDU Stock MDU Stock Equity Bond Balanced Market Savings Sharing Total Investment income: Dividends $ 832,432 $ 2,240,465 $ 127,247 $ 68,953 $ 52,482 $ --- $ 2,489,147 $ 4,248 $ 3,325,827 Interest 4 3,911 560 386 211 16,229 21,297 11,946 33,247 Capital gains --- --- 25,681 --- --- --- 25,681 --- 25,681 Other --- --- --- --- --- (760) (760) (107,519) (108,279) Realized gain on distributions 572,641 648,125 214 31,722 103,641 --- 783,702 13,406 1,369,749 Unrealized appreciation (depreciation) on investments 1,963,600 5,559,439 1,105,398 (69,959) (39,482) --- 6,555,396 --- 8,518,996 3,368,677 8,451,940 1,259,100 31,102 116,852 15,469 9,874,463 (77,919) 13,165,221 Contributions: Employers-- MDU --- 695,789 --- --- --- --- 695,789 --- 695,789 Williston Basin --- 199,352 --- --- --- --- 199,352 --- 199,352 Knife River --- 275,059 --- --- --- --- 275,059 --- 275,059 --- 1,170,200 --- --- --- --- 1,170,200 --- 1,170,200 Employees-- MDU --- 1,096,580 674,281 90,944 200,526 18,738 2,081,069 --- 2,081,069 Williston Basin --- 310,752 161,998 32,790 44,514 3,183 553,237 --- 553,237 Knife River --- 284,305 254,419 44,331 88,674 26,961 698,690 --- 698,690 --- 1,691,637 1,090,698 168,065 333,714 48,882 3,332,996 --- 3,332,996 Employee rollover MDU --- 536 2,073 --- --- --- 2,609 --- 2,609 Williston Basin --- --- --- --- --- --- --- --- --- Knife River --- --- 5,028 3,771 3,771 --- 12,570 --- 12,570 --- 536 7,101 3,771 3,771 --- 15,179 --- 15,179 --- 2,862,373 1,097,799 171,836 337,485 48,882 4,518,375 --- 4,518,375 Distributions to terminated participants (1,299,878) (2,642,325) (151,907) (50,023) (14,099) (5,782) (2,864,136) (612) (4,164,626) Transfers of participants' equity: Fund to Fund --- (35,978) 252,031 (5,528) 209,527 447,291 867,343 (867,343) --- Plan to Plan 286,464 214,882 97,313 1,796 --- --- 313,991 --- 600,455 286,464 178,904 349,344 (3,732) 209,527 447,291 1,181,334 (867,343) 600,455 Increase (decrease) in participants' equity 2,355,263 8,850,892 2,554,336 149,183 649,765 505,860 12,710,036 (945,874) 14,119,425 Participants' equity at beginning of year 15,078,202 39,792,676 4,832,531 1,106,402 791,652 246,507 46,769,768 945,874 62,793,844 Participants' equity at end 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 The accompanying notes are an integral part of this schedule.
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1995
ESOP Deferred Savings Total Vanguard Mellon Fidelity Money Deferred Profit MDU Stock MDU Stock Equity Bond Balanced Market Savings Sharing Total Investment income: Dividends $ 811,566 $ 2,071,881 $ 94,903 $ 56,651 $ 25,695 $ --- $ 2,249,130 $ 24,353 $ 3,085,049 Interest 42 5,075 959 330 862 11,566 18,792 2,708 21,542 Capital gains --- --- 10,645 --- --- --- 10,645 --- 10,645 Other --- 4,864 1,162 --- 809 (292) 6,543 (25,840) (19,297) Realized gain (loss) on distributions 525,653 641,926 977 (82) 523 --- 643,344 69,333 1,238,330 Unrealized appreciation on investments 861,743 2,707,985 1,086,893 99,432 48,160 --- 3,942,470 12,940 4,817,153 2,199,004 5,431,731 1,195,539 156,331 76,049 11,274 6,870,924 83,494 9,153,422 Contributions: Employers-- MDU --- 738,820 --- --- --- --- 738,820 --- 738,820 Williston Basin --- 183,574 --- --- --- --- 183,574 --- 183,574 Knife River --- 214,426 --- --- --- --- 214,426 100,000 314,426 --- 1,136,820 --- --- --- --- 1,136,820 100,000 1,236,820 Employees-- MDU --- 1,151,433 491,880 95,396 191,473 21,074 1,951,256 --- 1,951,256 Williston Basin --- 287,190 112,832 28,823 40,012 2,748 471,605 --- 471,605 Knife River --- 238,396 127,147 34,792 65,950 31,884 498,169 --- 498,169 --- 1,677,019 731,859 159,011 297,435 55,706 2,921,030 --- 2,921,030 Employee rollover-- MDU --- 17,660 --- --- --- 1,742 19,402 --- 19,402 Williston Basin --- --- --- --- --- --- --- --- --- Knife River --- 344 38 --- --- --- 382 --- 382 --- 18,004 38 --- --- 1,742 19,784 --- 19,784 --- 2,831,843 731,897 159,011 297,435 57,448 4,077,634 100,000 4,177,634 Distributions to terminated participants (1,265,738) (3,172,483) (94,019) (29,841) (17,489) (9,667) (3,323,499) (105,756) (4,694,993) Transfer of participants' equity: Fund to Fund --- 4,803 24,383 11,857 9,225 (50,268) --- --- --- Plan to Plan 59,204 134,919 140,410 29,223 143,342 171,187 619,081 --- 678,285 59,204 139,722 164,793 41,080 152,567 120,919 619,081 --- 678,285 Increase in participants' equity 992,470 5,230,813 1,998,210 326,581 508,562 179,974 8,244,140 77,738 9,314,348 Participants' equity at beginning of year 14,085,732 34,561,863 2,834,321 779,821 283,090 66,533 38,525,628 868,136 53,479,496 Participants' equity at end of year $15,078,202 $39,792,676 $4,832,531 $1,106,402 $791,652 $246,507 $46,769,768 $945,874 $62,793,844 The accompanying notes are an integral part of this schedule.
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS As of DECEMBER 31, 1997 Series of Transactions within the Plan Year in Aggregate Involving more than Five Percent:
Purchases Sales/Redemptions Gain on Fund Description Number Amount Number Amount Transactions ESOP MDU Stock No reportable transactions DEFERRED SAVINGS MDU Stock Norwest Short-term Investment Fund 160 $6,409,074 175 $6,022,426 --- MDU Resources Group, Inc. Common Stock 29 $4,628,537 9 $353,128 $112,942 Vanguard Equity Vanguard Index - 500 Portfolio 94 $2,117,131 57 $11,889,917 $4,775,215 Vanguard Bond No reportable transactions Dodge & Cox Balanced No reportable transactions Small-Cap No reportable transactions International No reportable transactions Money Market No reportable transactions Single Security Transaction within the Plan Year Involving more than Five Percent: Current Value Purchase Selling Cost of of asset on Gain on Fund Description Price Price Asset Transaction Date Transactions Vanguard Equity Vanguard Index - 500 Portfolio --- $11,065,109 $6,608,660 $11,065,109 $4,456,449
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To MDU Resources Group, Inc.: We have audited the accompanying statements of financial condition of MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan as of December 31, 1997 and 1996, and the related statements of income and changes in participants' equity for each of the three years in the period ended December 31, 1997. 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. Tax Deferred Compensation Savings Plan as of December 31, 1997 and 1996 and the results of its operations and the changes in participants' equity for each of the three years in the period ended December 31, 1997 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 ARTHUR ANDERSEN LLP Minneapolis, Minnesota, March 18, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Tax Deferred Compensation Savings Plan committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan Date: March 27, 1998 By /s/ Douglas C. Kane Douglas C. Kane (Chairman) EX-23 2 CONSENT FOR NON-UNION 11-K 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. 33-53896 and No. 333-06105). /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota, March 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----