-----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, DEUpkRC/b7NoaVQQeox284NCeuibktKPoveJ2dRgvu+X9ltwgldW6SD+X0BAXxtC HHkWR/pM7rb4vejTXe6wWw== 0000067716-03-000027.txt : 20030626 0000067716-03-000027.hdr.sgml : 20030626 20030626154919 ACCESSION NUMBER: 0000067716-03-000027 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 410423660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03480 FILM NUMBER: 03758666 BUSINESS ADDRESS: STREET 1: 918 EAST DIVIDE AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 BUSINESS PHONE: 7012227900 MAIL ADDRESS: STREET 1: 918 EAST DIVIDE AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 11-K 1 mdu401k2002.txt FORM 11-K UNITED STATES 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, 2002 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 (Full title of the plan) MDU RESOURCES GROUP, INC. (Name of issuer of securities held pursuant to the plan) MDU RESOURCES GROUP, INC. SCHUCHART BUILDING 918 EAST DIVIDE AVENUE P.O. BOX 5650 BISMARCK, NORTH DAKOTA 58506-5650 (Address of the plan and address of the issuer's principal executive offices) CONTENTS Required Information Financial Statements: Statements of Net Assets Available for Benefits -- December 31, 2002 and 2001 Statement of Changes in Net Assets Available for Benefits -- Year ended December 31, 2002 Notes to Financial Statements Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) Independent Auditors' Report Signature Exhibit: Consent of Independent Public Accountants Statement Furnished Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2002 2001 Assets: Investments (Notes 3 and 5) $203,125,630 $207,862,768 Cash and cash equivalents (Note 4) 1,833,636 2,189,126 204,959,266 210,051,894 Receivables: Employer contributions 2,411,697 1,275,226 Participant contributions 84,239 166,424 Dividends 1,338,641 1,276,410 Net assets available for benefits $208,793,843 $212,769,954 The accompanying notes are an integral part of these financial statements. MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2002 Additions to Net Assets Attributed to: Investment income: Dividends $ 5,118,625 Interest 713,375 5,832,000 Contributions: Employers 6,268,011 Employees 12,304,211 Employee rollover 2,906,148 21,478,370 Total additions 27,310,370 Deductions from Net Assets Attributed to: Net depreciation in fair value of investments (Note 3) 19,591,633 Distributions to terminated participants 11,633,121 Administrative expenses 61,727 Total deductions 31,286,481 Net decrease in net assets available for benefits (3,976,111) Net assets available for benefits at beginning of year 212,769,954 Net assets available for benefits at end of year $208,793,843 The accompanying notes are an integral part of this financial statement. MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of the Plan The following description of the MDU Resources Group, Inc. 401(k) Retirement Plan (the Plan) provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions. General -- The Plan, formerly the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan, was initially adopted by the Board of Directors of MDU Resources Group, Inc. (the Company) on August 4, 1983, to be effective January 1, 1984. The Plan is a defined contribution plan. On January 1, 1999, the name was changed and the Plan was amended to reflect the merger of the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees (the Bargaining Plan) into the 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 (the Code) and the regulations thereunder. The Company and any of its direct or indirect subsidiaries that participate in the Plan are the Employers (the Employers). The fiscal year of the Plan is the calendar year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Board of Directors of the Company may, at any time, amend, modify or terminate the Plan, and the Boards of Directors of the Employers may, at any time, terminate participation in the Plan with respect to the respective Employer. The Company has delegated to the Employee Benefits Administrative Committee (the Committee) the authority to amend or modify the Plan; however, certain amendments identified in the plan document are subject to approval by the Board of Directors of the Company. The Committee is the plan administrator. The Committee consists of those individuals serving from time to time in the position of or related position of the following: Chief Administrative Officer of the Company, Chief Financial Officer of the Company, Vice President - Human Resources of the Company, and any number of other individuals appointed by the Chief Executive Officer of the Company who are employed by the Company or an Affiliate of the Company. The recordkeeper and trustee of the Plan are New York Life Investment Management LLC (the Recordkeeper) and New York Life Trust Company (the Trustee), respectively. The Plan contains three parts: 1) The Deferred Savings feature, which allows an eligible employee to elect a pre-tax deferral of a portion of current compensation into a tax-exempt trust and allows Employers to provide for employer matching contributions (standard and effective January 1, 2003 prevailing wage law qualified) based on the amount of the eligible employee's pre-tax deferral contribution, 2) The MDU Resources Group, Inc. Employee Stock Ownership Plan (ESOP) feature, which is the part of the Plan related to participation in the ESOP, and 3) The Profit Sharing/Special Contribution feature, which allows the Employers to make discretionary contributions to the individual accounts of eligible employees, based on attainment of pre-determined earnings levels, and nondiscretionary contributions based on compensation of eligible employees. Deferred Savings Eligibility -- Generally employees may participate in the Plan upon hire if they are at least 18 years of age and regular full-time or part-time employees. Effective January 1, 2003, certain employees who perform services for an Employer under a public contract that is subject to the Davis-Bacon Act or similar prevailing state wage law and who otherwise meet the Plan's eligibility requirements may participate in the Plan. Contributions -- The Plan allows participants who are highly compensated employees to elect pre-tax deferral contributions varying from one percent through 22 percent and participants who are not highly compensated employees to elect pre-tax deferral contributions varying from one percent to 50 percent, in one percent increments, of eligible compensation for each pay period, up to a maximum pre-tax deferral contribution of $11,000 for the 2002 Plan year. The Plan also allows participants who are eligible to make pre-tax deferral contributions and will have attained age 50 before the close of the Plan year to make catch-up elective deferrals of up to $1,000 for 2002. All participant contributions are credited to the participant's Savings Contribution Account. In addition, the Plan accepts rollover contributions from an eligible retirement plan or an individual retirement account that holds only assets distributed from a qualified plan. Such savings contributions on behalf of a participant are credited to the participant's Rollover Account. Rollover contributions may not include after-tax employee contributions. An election is made by each participant to allocate contributions in one percent increments to any or all of the following 14 currently available investment options: - MDU Resources Group, Inc. Common Stock - New York Life Anchor Account - Stable Value Option - Baron Asset Fund - Growth Mutual Fund - Davis New York Venture Fund - Growth Mutual Fund - Dodge & Cox Balanced Fund - Growth and Income Mutual Fund - Eclipse Indexed Bond Fund - Income Mutual Fund - Eclipse Indexed Equity Fund - Growth and Income Mutual Fund - Eclipse Small Cap Value Fund - Growth Mutual Fund - Janus Balanced Fund - Growth and Income Mutual Fund - Janus Fund - Growth Mutual Fund - Janus Overseas Fund - International Equity Mutual Fund - Royce Total Return Fund - Small-Cap Value Fund - RS Emerging Growth Fund - Growth Mutual Fund - Templeton Foreign Fund - International Equity Mutual Fund Employer Contributions -- Each participant's Employer may elect to provide a standard matching contribution, equal to a percentage of such participant's monthly pre-tax deferral contributions up to a specified percent of the participant's compensation as provided under the Plan or as adopted by the Employer and approved by the Committee. In addition, the participant's Employer may make an additional discretionary variable matching contribution to a participant's Matching Contribution Account based on the Employer's attainment of pre-determined earnings levels. Standard matching contributions and variable matching contributions are credited to such participant's Matching Contribution Account. All matching contributions are initially invested in common stock of the Company but can be transferred, at the participant's discretion, to other investment options. 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 contributions, are used by the Trustee to purchase shares of MDU Resources Group, Inc. common 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. Vesting -- A participant's interest in a Savings Contribution Account, Rollover Account or a Matching Contribution Account is at all times fully vested and nonforfeitable. Participant accounts are valued on a daily basis. Distributions and Withdrawals -- The amount credited to a participant's Savings Contribution Account, Rollover Account and Matching Contribution Account shall become payable to the participant or the participant's beneficiary/beneficiaries, as applicable, 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. Effective April 1, 2002, the Plan was amended to allow only single sum distributions. A participant may make in-service withdrawals (hardship or age 59 1/2) from such participant's Savings Contribution Account or Matching Contribution Account under certain conditions. Participant Loans -- 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 vested account balance, subject to certain limitations. Loans must be repaid over specified periods through payroll deduction and bear interest at a commercially reasonable rate in effect at the time the loan is made, as determined by the Committee. ESOP Eligibility -- 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 was established under the Plan, whichever is later. Contributions -- As of the 1988 Effective Date, ESOP Accounts have been suspended and no additional contributions shall be made by the Company or participants to such accounts, other than to reflect dividends or other earnings. Vesting -- A participant's interest in an ESOP Account is at all times fully vested and nonforfeitable. Distributions -- 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 may diversify within the Plan their entire ESOP account balance. Profit Sharing/Special Contributions Contributions -- Profit sharing contributions are made based on the discretion of the Board of Directors of the Company or Board of Directors of any of the Employers. Special contributions are nondiscretionary contributions made to certain eligible employees equal to a certain percent of their eligible compensation. Profit sharing/special contributions are credited to such a participant's Profit Sharing Account. Participants may choose to invest profit sharing/special contributions allocated to their individual accounts in any or all of the available investment options. Vesting -- A participant's interest in a Profit Sharing Account is 100 percent vested after completing three years of service. Distributions and Withdrawals -- The vested portion of the Profit Sharing Account is distributed in the same manner as the Deferred Savings feature previously mentioned. Loans -- Loans may be made from the vested portion of the Profit Sharing Account in the same manner as the Deferred Savings feature previously mentioned. Forfeited Accounts -- At December 31, 2002, forfeited nonvested Profit Sharing Accounts totaled approximately $70,000. These forfeited nonvested accounts will be used to reinstate the profit sharing contributions of any reemployed participants pursuant to the terms of the Plan, reduce the employer profit sharing contributions to the Plan or reduce administrative expenses incurred by the Plan. 2. Summary of Significant Accounting Policies Basis of Accounting -- The financial statements of the Plan are maintained on an accrual basis. Investment Valuation -- Investments held by the Plan are carried at fair value. Fair value for the New York Life Anchor Account and Eclipse Money Market funds approximates cost. The Plan's other investment valuations are based on published market quotations. Participant loans are valued based upon remaining unpaid principal balance plus any accrued but unpaid interest. Benefit Payments -- Distributions to Plan participants are recorded when paid. Contributions -- Employer and participant contributions are recorded by the Plan when received or determined to be receivable. Participant contributions are deposited with the Plan by the Employers through payroll reductions. Administrative Expenses -- Administrative expenses of the Plan related to Trustee, recordkeeping, legal and audit fees are paid primarily by the Employers. Fees or commissions associated with each of the investment options other than MDU Resources Group, Inc. common stock are paid primarily by participants as a deduction from the amount invested or an offset to investment earnings and were approximately $335,000 for the year ended December 31, 2002. Administrative expenses of the Plan related to MDU Resources Group, Inc. common stock commissions and loan fees were paid by the Plan and were approximately $62,000 for the year ended December 31, 2002. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 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. 3. Investments The following presents investments that represent 5 percent or more of the Plan's net assets at December 31: 2002 2001 MDU Resources Group, Inc. Common Stock $144,211,284* $155,540,995* Eclipse Indexed Equity Fund 16,483,860 20,562,897 Dodge & Cox Balanced Fund 10,951,757 ** * Includes both participant and nonparticipant-directed investments **Investment did not represent 5 percent or more of Plan's net assets at December 31, 2001. During 2002, the fair value of the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated as follows: MDU Resources Group, Inc. Common Stock $11,667,428 Mutual Funds 7,924,205 $19,591,633 4. Cash and Cash Equivalents Cash and cash equivalents represents funds temporarily invested in the Eclipse Money Market Fund to provide liquidity for fund reallocations and distributions of MDU Resources Group, Inc. common stock. 5. Nonparticipant-directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant- directed investments is as follows: December 31, 2002 2001 Net assets, at fair value: MDU Resources Group, Inc. Common Stock $43,964,961* $46,657,077* Eclipse Money Market Fund 936,518 880,856 Employer receivable 265,278 239,692 Dividends receivable 409,679 381,514 $45,576,436 $48,159,139 * Represents 5 percent or more of the Plan's net assets at December 31. Year Ended December 31, 2002 Changes in net assets: Contributions $ 3,987,551 Dividends 1,564,597 Interest 10,234 Net depreciation (3,759,387) Distributions to participants (1,738,812) Transfers to participant-directed options (2,641,793) Administrative expenses (5,093) $(2,582,703) 6. Federal Income Taxes The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated March 26, 2003, that the Plan and related trust are designed for qualification as exempt from federal income taxes in accordance with applicable sections of the Code. The IRS based its determination on the application the Plan submitted on February 22, 2002. Although the Plan has been amended since submitting the determination letter application, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. The Plan will take all necessary steps to maintain its qualified tax status. 7. Related-Party Transactions The New York Life Anchor Account is managed by the New York Life Stable Value Group and the Eclipse Indexed Bond Fund, Eclipse Indexed Equity Fund, Eclipse Money Market Fund and the Eclipse Small Cap Value Fund are managed by New York Life Investment Management LLC, which are related parties to the Recordkeeper. These arrangements therefore qualify as party-in-interest transactions. 8. Prohibited Transactions There were no non-exempt prohibited transactions with respect to the Plan during the plan year ending December 31, 2002. SUPPLEMENTAL SCHEDULE MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN EMPLOYER IDENTIFICATION NUMBER (41-0423660) - PLAN NUMBER (004) SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2002 Current Issuer Description Cost Value MDU Resources Group, Inc. Common Stock * 5,587,419 shares $108,867,379 $144,211,284 Mutual Funds: Baron Asset Fund 117,048 units 5,612,983 4,028,790 Davis New York Venture Fund 3,481 shares 73,454 72,894 Dodge & Cox Balanced Fund 180,276 units 11,643,850 10,951,757 Eclipse Indexed Bond Fund * 437,578 units 4,689,116 4,795,853 Eclipse Indexed Equity Fund * 816,437 units 24,417,096 16,483,860 Eclipse Small Cap Value Fund * 110,702 units 1,384,502 1,271,967 Janus Balanced Fund 111,978 units 2,256,580 2,002,175 Janus Fund 123,313 units 3,581,146 2,197,440 Janus Overseas Fund 56,788 units 1,389,451 868,284 RS Emerging Growth Fund 87,882 units 1,964,752 1,682,935 Templeton Foreign Fund 226,952 units 2,197,144 1,885,974 Money Market Fund: Eclipse Money Market Fund * 1,833,636 units 1,833,636 1,833,636 Pooled Separate Account: New York Life Anchor Account * 8,902,412 units 8,902,412 8,902,412 Participant Loan Funds * 5.25% to 5.75% --- 3,770,005 $178,813,501 $204,959,266 *Indicates party-in-interest investment INDEPENDENT AUDITORS' REPORT To MDU Resources Group, Inc.: We have audited the accompanying statements of net assets available for benefits of MDU Resources Group, Inc. 401(k) Retirement Plan (the Plan) as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as whole. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Minneapolis, Minnesota June 6, 2003 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Administrative 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: June 26, 2003 By /s/ WARREN L. ROBINSON Warren L. Robinson Chairman, Employee Benefits Administrative Committee EX-23 3 exh23.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the previously filed Registration Statement No. 333-70622 of MDU Resources Group, Inc. on Form S-8 of our report dated June 6, 2003, appearing in the Annual Report on this Form 11-K of MDU Resources Group, Inc. 401(k) Retirement Plan for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Minneapolis, Minnesota June 26, 2003 EX-99 4 exh99.txt SARBANES-OXLEY ACT OF 2002 MDU RESOURCES GROUP, INC. 401(k) Retirement Plan Statement Furnished Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 On behalf of the MDU Resources Group, Inc. 401(k) Retirement Plan (the "Plan"), each of the undersigned, MARTIN A. WHITE, the Chairman of the Board, President and Chief Executive Officer, and WARREN L. ROBINSON, the Executive Vice President, Treasurer and Chief Financial Officer of MDU RESOURCES GROUP, INC. (the "Company"), DOES HEREBY CERTIFY that: 1. The Plan's Report on Form 11-K for the fiscal year ended December 31, 2002 (the "Report"), fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Plan. IN WITNESS WHEREOF, each of the undersigned has executed this statement this 26th day of June, 2003. /s/ Martin A. White Martin A. White Chairman of the Board, President and Chief Executive Officer /s/ Warren L. Robinson Warren L. Robinson Executive Vice President, Treasurer and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the MDU Resources Group, Inc. 401(k) Retirement Plan and will be retained by the MDU Resources Group, Inc. 401(k) Retirement Plan and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----