As filed with the Securities and Exchange Commission on March 24, 2000.
Registration No. 333-27879
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware No. 41-0423660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices, including zip code)
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MDU RESOURCES GROUP, INC.
1997 EXECUTIVE LONG-TERM
INCENTIVE PLAN
(Full title of the plan)
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Warren L. Robinson
Executive Vice President, Treasurer
and Chief Financial Officer
MDU Resources Group, Inc.
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(701) 222-7900
(Name, address and telephone number, including area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which MDU Resources Group, Inc. (the "Company")
has filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this registration statement:
1. Annual Report on Form 10-K for the year ended December 31, 1999,
including those portions of the Annual Report to Stockholders incorporated by
reference therein.
2. Description of the Company's common stock contained in the Company's
registration statement on Form 8-A/A, dated March 23, 2000, and any amendments
thereto.
3. Description of the Company's preference share purchase rights contained
in the registration statement on Form 8-A/A, dated March 23, 2000, and any
amendments thereto.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 8. Exhibits.
*4(a) Restated Certificate of Incorporation, filed as Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, in File No. 1-3480.
*4(b) By-laws of the Company, as amended to date, filed as Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, in File No. 1-3480.
*4(c) Rights Agreement, dated as of November 12, 1998, between the
Company and Norwest Bank Minnesota, N.A., filed as Exhibit 4.1 to
Form 8-A on November 12, 1998, in File No. 1-3480.
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*Incorporated herein by reference as indicated.
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5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to the
Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Company.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Lester H. Loble, II, Esq. (contained in opinion filed
as Exhibit 5(a) hereto).
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
opinion filed as Exhibit 5(b) hereto).
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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 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 the 23rd day of March, 2000.
MDU RESOURCES GROUP, INC.
By: /s/ Martin A. White
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Martin A. White
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Martin A. White Chief Executive Officer and March 23, 2000
- -------------------------------- Director
Martin A. White
(President and Chief
Executive Officer)
* Chief Administrative and March 23, 2000
- -------------------------------- Corporate Development
Douglas C. Kane Officer and Director
(Executive Vice President, Chief
Administrative and Corporate
Development Officer)
/s/ Warren L. Robinson Chief Financial Officer March 23, 2000
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Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)
* Chief Accounting Officer March 23, 2000
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Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)
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Signature Title Date
--------- ----- ----
* Director March 23, 2000
John A. Schuchart
- --------------------------------
(Chairman of the Board)
* Director March 23, 2000
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San W. Orr, Jr.
(Vice Chairman of the Board)
* Director March 23, 2000
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Thomas Everist
* Director March 23, 2000
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Richard L. Muus
* Director March 23, 2000
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Robert L. Nance
* Director March 23, 2000
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John L. Olson
* Director March 23, 2000
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Harry J. Pearce
* Director March 23, 2000
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Homer A. Scott, Jr.
* Director March 23, 2000
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Joseph T. Simmons
* Director March 23, 2000
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Sister Thomas Welder, O.S.B.
*By: /s/ Warren L. Robinson March 23, 2000
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Warren L. Robinson
as Attorney-in-fact
for each of the persons
indicated by an asterisk
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EXHIBIT INDEX
*4(a) Restated Certificate of Incorporation, filed as Exhibit
3(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999, in File No. 1-3480.
*4(b) By-laws of the Company, as amended to date, filed as
Exhibit 3(b) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998,
in File No. 1-3480.
*4(c) Rights Agreement, dated as of November 12, 1998,
between the Company and Norwest Bank Minnesota,
N.A., filed as Exhibit 4.1 to Form 8-A on November 12,
1998, in File No. 1-3480.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to
the Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel to the Company.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Lester H. Loble, II, Esq. (contained in
opinion filed as Exhibit 5(a) hereto).
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(contained in opinion filed as Exhibit 5(b) hereto).
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*Incorporated herein by reference as indicated.
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