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): May 10, 2023
MDU Resources Group Inc
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Delaware | 1-03480 | 30-1133956 |
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:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| (Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) |
| Common Stock, par value $1.00 per share | MDU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Knife River Holding Company (“Knife River”), a wholly owned subsidiary of MDU Resources Group, Inc. (the “Company”), previously filed with the U.S. Securities and Exchange Commission a registration statement on Form 10, initially publicly filed on March 10, 2023 (as amended, the “Registration Statement”), relating to the distribution by the Company of approximately 90% of the outstanding shares of common stock of Knife River par value $0.01 per share (the “Knife River Common Stock”) to the Company’s stockholders. On May 10, 2023, the Registration Statement became effective. The Registration Statement includes a preliminary information statement that describes the distribution and provides information regarding Knife River’s business and management.
The final information statement, dated May 12, 2023 (the “Information Statement”), describes the separation and distribution and provides important information regarding the Company’s business and management, and is attached hereto as Exhibit 99.1.
As further described in the Information Statement, the Company expects to distribute one share of Knife River Common Stock for every four shares of Company common stock, par value $0.01 per share, held as of the close of business on May 22, 2023, the record date for the distribution. Subject to the satisfaction or waiver of the conditions for the distribution, which are described in the Information Statement, the distribution is expected to occur at 11:59 p.m., Eastern time, on May 31, 2023 (the “Distribution Date”).
Beginning on May 25, 2023, Knife River Common Stock will commence trading on a when-issued basis on the New York Stock Exchange under the ticker symbol “KNF WI” and will continue up to and through the Distribution Date. Following the completion of the distribution, MDU Resources common stock will continue to trade in the regular way on the NYSE under the ticker symbol “MDU” and Knife River Common Stock will commence trading in the regular way on the NYSE under the ticker “KNF.”
A copy of the Company’s press release announcing the matters described in this Item 7.01 is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.
In accordance with General Instructions B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
| Exhibit Number | | Description |
| | Information Statement of Knife River Holding Company, dated May 12, 2023. |
| | Press release of MDU Resources Group, Inc., dated May 12, 2023. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* * *
Cautionary Note on Forward Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this Current Report, including statements about the planned separation of Knife River, the distribution of Knife River common stock to the Company’s stockholders, the future state of the Company and future stock performance, are expressed in good faith and are believed by the Company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer to Item 1A-Risk Factors in MDU Resources’ most recent Form 10-Q and 10-K.
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.
Date: May 12, 2023
| | MDU Resources Group, Inc. |
| | |
| | By: | /s/ Karl A. Liepitz
|
| | | Karl A. Liepitz |
| | | Vice President, General Counsel |
| | | and Secretary |
