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) December 31, 2001
MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3480 41-0423660
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Schuchart Building
918 East Divide Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices)
Registrant's telephone number, including area code (701) 222-7900
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
------------
On December 31, 2001, MDU Resources Group, Inc. (the "Company") sold to
Ensign Peak Advisors, Inc. ("Ensign Peak") 189,689 shares of Company common
stock, par value $1.00 per share (the "Ensign Peak Shares"), and the Preference
Share Purchase Rights appurtenant thereto (the "Ensign Peak Rights") at an
average purchase price of $26.359 per share, for a total purchase price of
$5,000,000, pursuant to a Purchase Agreement by and between the Company and
Ensign Peak, dated December 31, 2001 (filed as Exhibit 99(a) hereto). The
Company received proceeds from this sale of $5,000,000 and estimates its
expenses relating thereto to be $4,250. The Ensign Peak Shares and the Ensign
Peak Rights are registered under the Securities Act of 1933, as amended (the
"Securities Act"), on Form S-3.
On December 31, 2001, the Company sold to Carlson Capital, L.P.
("Carlson"), acting on behalf of Black Diamond Offshore Ltd, Double Black
Diamond Offshore LDC, Black Diamond Energy Offshore LDC, Black Diamond Relative
Value Offshore LDC, Black Diamond Capital I, Ltd. and Worldwide Transactions
Ltd., 379,376 shares of Company common stock (the "Carlson Shares"), and the
Preference Share Purchase Rights appurtenant thereto (the "Carlson Rights") at
an average purchase price of $26.359 per share, for a total purchase price of
$10,000,000, pursuant to a Purchase Agreement by and between the Company and
Carlson, dated December 31, 2001 (filed as Exhibit 99(b) hereto). The Company
received proceeds from this sale of $10,000,000 and estimates its expenses
relating thereto to be $8,250. The Carlson Shares and the Carlson Rights are
registered under the Securities Act on Form S-3.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(c) Exhibits.
99(a). Purchase Agreement, dated December 31, 2001, by and between MDU
Resources Group, Inc. and Ensign Peak Advisors, Inc.
99(b). Purchase Agreement, dated December 31, 2001, by and between MDU
Resources Group, Inc. and Carlson Capital, L.P.
3
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.
Dated: January 3, 2002
MDU RESOURCES GROUP, INC.
By: /s/ Warren L. Robinson
-----------------------------------------
Warren L. Robinson
Executive Vice President, Treasurer and
Chief Financial Officer
4
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99(a) Purchase Agreement, dated December 31, 2001, by and between MDU
Resources Group, Inc. and Ensign Peak Advisors, Inc.
99(b) Purchase Agreement, dated December 31, 2001, by and between MDU
Resources Group, Inc. and Carlson Capital, L.P.