-----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, OF4a+7wVNt+FZb6LVv8lC/nuHXs+V1UEebFDXSpqtj6BCG832lu/IwZL8vT39MI+ aBJuI+e4NvQ//GZ5CCXXcQ== 0000950120-99-000067.txt : 19990219 0000950120-99-000067.hdr.sgml : 19990219 ACCESSION NUMBER: 0000950120-99-000067 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990218 EFFECTIVENESS DATE: 19990218 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: S-8 POS SEC ACT: SEC FILE NUMBER: 333-06103 FILM NUMBER: 99545331 BUSINESS ADDRESS: STREET 1: SCHUCHART BUILDING STREET 2: 918 EAST DIVIDE AVENUE CITY: BISMARCK STATE: ND ZIP: 58501 BUSINESS PHONE: 7012227900 MAIL ADDRESS: STREET 1: SCHUCHART BUILDING STREET 2: 918 EAST DIVIDE AVENUE, P.O. BOX 5650 CITY: BISMARCK STATE: ND ZIP: 58506-5650 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 2 TO S-8 As filed with the Securities and Exchange Commission on February 18, 1999 REGISTRATION NO. 333-06103 ========================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ MDU RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 41-0423660 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Schuchart Building 918 East Divide Avenue P.O. Box 5650 Bismarck, North Dakota (Address of principal executive 58506-5650 offices) (Zip Code) MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES (Full title of the plan) MARTIN A. WHITE WARREN L. ROBINSON THOMAS J. IGOE, JR. President and Chief Vice President, Thelen Reid & Executive Officer Treasurer Priest LLP MDU Resources Group, and Chief 40 West 57th Street Inc. Financial Officer New York, New York Schuchart Building MDU Resources 10019 918 East Divide Group, Inc. (212) 603-2240 Avenue Schuchart Building P.O. Box 5650 918 East Divide Bismarck, North Avenue Dakota 58506-5650 P.O. Box 5650 (701) 222-7900 Bismarck, North Dakota 58506-5650 (701) 222-7900 (Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service) ________________________ ================================================================= PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement, initially filed with the Securities and Exchange Commission on June 17, 1996, covered 600,000 shares of MDU Resources Group, Inc. Common Stock, $3.33 par value, and the Preference Share Purchase Rights appurtenant thereto, authorized for issuance under the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees ("Plan"). This registration statement was amended by Post-Effective Amendment No. 1 on July 13, 1998 to increase the number of shares of Common Stock and Preference Share Purchase Rights covered by this registration statement to reflect a three-for-two split of the Common Stock. Effective January 1, 1999, the Plan was merged into the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan, which was simultaneously amended and renamed the MDU Resources Group, Inc. 401(k) Retirement Plan (the "Surviving Plan"). A separate registration statement ("New Registration Statement") is being filed pursuant to General Instruction E of Form S-8 to register shares of Common Stock and Preference Share Purchase Rights issuable under the Surviving Plan. The shares of Common Stock registered on this registration statement and not issued prior to the date hereof are being carried forward to the New Registration Statement and may be issued pursuant to the terms of the Surviving Plan. ITEM 8. EXHIBITS. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Ralph E. Davis Associates, Inc. 23(c) Consent of Weir International Mining Consultants. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bismarck, State of North Dakota, on February 18, 1999. MDU RESOURCES GROUP, INC. By:/s/ Martin A. White --------------------- Martin A. White President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Martin A. White --------------------- Martin A. White Chief Executive February 18, 1999 (President and Chief Officer and Director Executive Officer) /s/ Douglas C. Kane -------------------- Douglas C. Kane Chief Administrative February 18, 1999 (Executive Vice and Corporate President, Chief Development Officer Administrative & and Director Corporate Development Officer) /s/ Warren L. Robinson ---------------------- Warren L. Robinson Chief Financial February 18, 1999 (Vice President, Officer Treasurer and Chief Financial Officer) /s/ Vernon A. Raile ---------------------- Vernon A. Raile (Vice Chief Accounting February 18, 1999 President, Controller Officer and Chief Accounting Officer) /s/ John A. Schuchart ---------------------- John A. Schuchart Director February 18, 1999 (Chairman of the Board) ---------------------- San W. Orr, Jr. (Vice Director February 18, 1999 Chairman of the Board) /s/ Thomas Everist ----------------------- Thomas Everist Director February 18, 1999 II-2 * Harold J. Mellen, Jr. Director February 18, 1999 ---------------------- Harold J. Mellen, Jr. /s/ Richard L. Muus ---------------------- Richard L. Muus Director February 18, 1999 /s/ Robert L. Nance ----------------------- Robert L. Nance Director February 18, 1999 /s/ John L. Olson ----------------------- John L. Olson Director February 18, 1999 ------------------------ Harry J. Pearce Director February 18, 1999 /s/ Homer A. Scott, Jr. ------------------------ Homer A. Scott, Jr. Director February 18, 1999 /s/ Joseph T. Simmons ------------------------ Joseph T. Simmons Director February 18, 1999 /s/ Sister Thomas Welder ------------------------ Sister Thomas Welder, Director February 18, 1999 O.S.B. By:/s/ Warren L. Robinson ------------------------ Warren L. Robinson, as Attorney-in-fact for each of the persons indicated by an asterisk SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the MDU Resources Group, Inc. Tax Deferred Compensation Saving Plan for Collective Bargaining Unit Employees Committee has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bismarck, State of North Dakota on February 18, 1999. MDU RESOURCES GROUP, INC. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees By:/s/ Douglas C. Kane ---------------------------------- Douglas C. Kane, Chairman MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees Committee II-3 EXHIBIT INDEX 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Ralph E. Davis Associates, Inc. 23(c) Consent of Weir International Mining Consultants. EX-23 2 EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the registration statement on Form S-8 filed by MDU Resources Group, Inc. with the Securities and Exchange Commission (Registration No. 333-06103) of our report dated January 22, 1998 incorporated by reference in the MDU Resources Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997 and our report dated March 18, 1998 incorporated by reference in the Annual Report on Form 11-K of the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees for the year ended December 31, 1997 and to all references to our Firm included in this Post-Effective Amendment No. 2 to such registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP February 18, 1999 Minneapolis, Minnesota EX-23 3 EXHIBIT 23(B) Exhibit 23(b) CONSENT OF ENGINEER We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the registration statement on Form S-8 filed by MDU Resources Group, Inc. with the Securities and Exchange Commission (Registration No. 333-06103) of the reference to our reports, each dated January 12, 1998, which appear in the MDU Resources Group, Inc. Annual Report on Form 10- K for the year ended December 31, 1997. RALPH E. DAVIS ASSOCIATES, INC. /s/ Joseph Mustacchia, Jr. Executive Vice President, February 18, 1999 Houston, Texas EX-23 4 EXHIBIT 23(C) Exhibit 23(c) CONSENT OF ENGINEER We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the registration statement on Form S-8 filed by MDU Resources Group, Inc. with the Securities and Exchange Commission (Registration No. 333-06103) of the reference to our report, dated May 9, 1994, which appears in the MDU Resources Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1997. WEIR INTERNATIONAL MINING CONSULTANTS /s/ Dennis N. Kostic February 18, 1999 Des Plaines, Illinois -----END PRIVACY-ENHANCED MESSAGE-----