8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 3, 2007 (June 29, 2007)

MDU Resources Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-3480	41-0423660
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (701) 530-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement. 

On June 29, 2007, MDU Resources Group, Inc. (the “Company”) entered into a term loan agreement (the “Loan Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders thereunder, providing for a commitment amount of $310 million to be used in connection with the financing of the Cascade Natural Gas Corporation (“Cascade”) merger discussed in Item 2.01 below.  The Company borrowed $310 million under the Loan Agreement on July 2, 2007, in connection with the closing of the Cascade merger.  The loan matures on June 27, 2008, and is subject to mandatory prepayment provisions upon (i) the sale of the capital stock or assets of Centennial Power, Inc. or Colorado Energy Management, LLC, (ii) the incurrence of debt obligations by the Company or MDU Energy Capital, LLC, a subsidiary of the Company that indirectly owns Cascade (“Energy Capital”) or (iii) the issuance of capital stock by the Company or Energy Capital.

The Loan Agreement contains customary covenants and default provisions, including covenants of the Company not to permit, as of the end of any fiscal quarter, (i) the ratio of funded debt to total capitalization (determined on a consolidated basis) to be greater than 65 percent or (ii) the ratio of funded debt to capitalization (determined with respect to the Company only, excluding its subsidiaries) to be greater than 65 percent.  The Loan Agreement also includes a covenant requiring the ratio of the Company’s earnings before interest, taxes, depreciation and amortization to interest expense (determined with respect to the Company alone, excluding its subsidiaries), for the twelve-month period ended each fiscal quarter, to be greater than 2.5 to 1.

Item 2.01  Completion of Acquisition or Disposition of Assets.

On July 2, 2007, the Company issued a press release announcing that its merger with Cascade has been finalized.  As a result of the merger, a subsidiary of the Company now owns all of the outstanding equity securities of Cascade.  The merger is for cash consideration of $26.50 per share of Cascade common stock.  The total value of the transaction, including outstanding Cascade indebtedness, is approximately $475 million.   A copy of the press release is incorporated by reference herein and is attached as Exhibit 99.

The foregoing description of the merger does not purport to be complete and is qualified in its entirety by reference to the Agreement and Plan of Merger by and among the Company, Firemoon Acquisition, Inc. and Cascade, dated as of July 8, 2006, filed by Cascade as Exhibit 2.1 to its Form 8-K dated July 10, 2006, in File No. 1-7196.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is hereby incorporated by reference in this Item 2.03.

Item 9.01.  Financial Statements and Exhibits.

               (d) Exhibits

99 Press release issued July 2, 2007.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MDU RESOURCES GROUP, INC.
Dated:   July 3, 2007	By	/s/ Vernon A. Raile
		Vernon A. Raile
		Executive Vice President, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99	Press Release issued July 2, 2007

EX-99

Exhibit 99

Cascade Natural Gas Corp. merger completed; company joins MDU Resources Group

BISMARCK, N.D. – July 2, 2007– MDU Resources Group, Inc. (NYSE: MDU) announced today that its merger with Cascade Natural Gas Corp. has been finalized. Cascade is now a subsidiary of MDU Resources.

The merger is for cash consideration of $26.50 per share. The total value of the transaction, including outstanding Cascade indebtedness, is approximately $475 million.

“We are extremely pleased with this acquisition,” said Terry D. Hildestad, president and chief executive officer of MDU Resources. “Cascade is in a high-growth area, it’s a well-run company and it fits our long-term objective of growing our regulated utility as part of our overall business portfolio.

“We are committed to continue the high level of service that Cascade customers have come to expect.”

Cascade was founded in 1953 and employs nearly 380 people. The merger was originally announced on July 9, 2006.

Shareholders of Cascade with book-entry shares at Bank of New York will automatically receive payment by check. Shares held at a broker or another bank will be paid by those institutions. Shareholders of Cascade holding stock certificates will receive a notice in the mail containing instructions explaining the procedure for converting Cascade stock certificates to the per share merger payment. For more information, contact the exchange agent, Bank of New York, at 800-507-9357; or check online at www.cngc.com or www.mdu.com.

Cascade joins Montana-Dakota Utilities Co. and Great Plains Natural Gas Co. as a third utility business within MDU Resources. Montana-Dakota and Great Plains serve more than 250,000 natural gas customers and 120,000 electric customers in five Upper Midwest states. Cascade serves 246,000 customers in 93 communities – 65 of which are in Washington and 28 in Oregon. Cascade’s service areas are concentrated in western and south central Washington and south central and eastern Oregon.

MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides value-added natural resource products and related services that are essential to energy and transportation infrastructure. MDU Resources includes natural gas and oil production, natural gas pipelines and energy services, construction materials and mining, construction services, electric and natural gas utilities, and independent power production. For more information about MDU Resources, see the company's Web site at www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

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Contacts:

For financial inquiries, contact:

Vernon A. Raile, executive vice president, treasurer and chief financial officer, (701) 530-1003

Phyllis A. Rittenbach, director of investor relations, (701) 530-1057

For media inquiries, contact:

Mark Hanson, public relations representative, (701) 530-1093

Rick Matteson, director of communications and public relations, (701) 530-1700