SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MDU Resources Group, Inc
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
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SCHUCHART BUILDING JOHN A. SCHUCHART
918 EAST DIVIDE AVENUE CHAIRMAN OF THE BOARD
MAILING ADDRESS:
P.O. BOX 5650
BISMARCK, ND 58506-5650
(701) 222-7900
March 9, 1998
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held on Tuesday, April 28, 1998, at 11:00 a.m., Central Daylight Savings Time,
at 909 Airport Road, Bismarck, North Dakota 58504. The other Directors and the
officers join me in extending this invitation.
The formal matters to be acted upon at the meeting are described in the
accompanying Notice of Meeting and Proxy Statement. In addition to the formal
issues, a brief report on current matters of interest will be presented.
Luncheon will be served following the meeting.
We were pleased with the response of our stockholders at the 1997 Annual
Meeting at which 88.9 percent of the Common Stock was represented in person or
by proxy. We hope that participation by our stockholders in the affairs of the
Company will increase and that there will be an even greater representation at
the 1998 meeting. If you are unable to attend the meeting but have questions or
comments on the Company's operations, we would like to hear from you.
You will notice that we have changed the format of the proxy from a proxy
card to a letter proxy. The new format is larger and is easier to read. It also
provides the convenience of voting your proxy by Touchtone telephone if you are
a stockholder of record. The instructions are on the letter proxy.
Representation of your shares at the meeting is very important. Accordingly,
whether or not you plan to attend the meeting, we urge you to submit your proxy
promptly by one of the two methods offered: (1) by marking, dating, signing, and
returning the enclosed letter proxy in the envelope provided, or (2) by
following the instructions and voting your proxy by Touchtone telephone by
calling the toll free telephone number on the proxy. In either event, if you do
attend the meeting, you may, if you wish, withdraw your proxy and vote in
person.
I hope you will find it possible to attend the meeting.
Sincerely,
SIGNATURE
JOHN A. SCHUCHART
MDU RESOURCES GROUP, INC.
SCHUCHART BUILDING
918 EAST DIVIDE AVENUE
MAILING ADDRESS:
P.O. BOX 5650
BISMARCK, ND 58506-5650
(701) 222-7900
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1998
------------------------
March 9, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU
Resources Group, Inc. will be held at 909 Airport Road, Bismarck, North Dakota
58504, on Tuesday, April 28, 1998, at 11:00 a.m., Central Daylight Savings Time,
for the following purposes:
(1) To elect five Directors to three year terms; and
(2) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 27, 1998,
as the record date for the determination of common stockholders who will be
entitled to notice of, and to vote at, the meeting.
All stockholders who find it convenient to do so are cordially invited and
urged to attend the meeting in person. It is requested that you either (1) mark,
date, sign, and return the enclosed letter proxy in the envelope provided (no
postage is necessary if mailed in the United States), or (2) submit your proxy
by Touchtone telephone by calling the toll free number on the proxy. The
instructions for using your telephone are printed on the letter proxy. Your
cooperation is appreciated.
By order of the Board of Directors,
[SIGNATURE]
LESTER H. LOBLE, II
SECRETARY
MDU RESOURCES GROUP, INC.
SCHUCHART BUILDING
918 EAST DIVIDE AVENUE
MAILING ADDRESS:
P.O. BOX 5650
BISMARCK, ND 58506-5650
(701) 222-7900
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PROXY STATEMENT
---------------------
This Proxy Statement is furnished to the holders of Common Stock of MDU
Resources Group, Inc. (Company) on behalf of the Board of Directors of the
Company in connection with the solicitation of proxies to be used in voting at
the Annual Meeting of Stockholders to be held on April 28, 1998. The proxy
material was first forwarded to the holders of Common Stock on March 9, 1998.
Stockholders of record may vote their proxies by Touchtone telephone by
calling the toll free telephone number on the proxy or they may mark, date,
sign, and return the enclosed letter proxy in the envelope provided (no postage
is necessary if mailed in the United States). If your shares are held in the
name of a bank or broker, you MAY be able to vote by telephone. Follow the
instructions you receive from your bank or broker.
Any stockholder giving a proxy may revoke it at any time prior to its use at
the meeting by filing with the Secretary either a written instrument of
revocation or a duly executed proxy bearing a later date. In addition, the
powers of a proxy holder are suspended if the person executing the proxy is
present at the meeting and informs the Secretary in open meeting that he wishes
to revoke his proxy and vote in person. Attendance at the meeting will not, in
and of itself, revoke a proxy.
The Company will bear the cost of the solicitation of proxies, including the
charges and expenses of brokerage firms and others, for forwarding solicitation
material to beneficial owners of shares of the Common Stock of the Company. In
addition to the use of the mails, proxies may be solicited by officers and
regular employees of the Company, by personal interview, by telephone, or other
electronic means. Banks, brokerage houses and other institutions, nominees, and
fiduciaries will be requested to forward the soliciting material to their
principals and to obtain authorizations for the execution of the letter proxies
and will, upon request, be reimbursed for reasonable expenses incurred.
Additional solicitation of proxies will be made in the same manner under the
special engagement and direction of Georgeson & Company, Inc. at an anticipated
cost to the Company of approximately $6,000 plus out-of-pocket expenses.
VOTING SECURITIES OUTSTANDING
Only holders of record of Common Stock at the close of business on February
27, 1998, will be entitled to vote at the meeting. On such date there were
outstanding 29,143,332 shares of Common Stock. Each outstanding share of Common
Stock entitles the holder to one vote.
The Bylaws of the Company provide that a majority of the shares of Common
Stock issued and outstanding and entitled to vote in person or by proxy shall
constitute a quorum at a meeting of stockholders of the Company. Shares of
Common Stock represented by a properly submitted proxy are considered present
for purposes of determining a quorum. A proxy may be submitted by returning a
properly signed and dated letter proxy or by following the directions for
submission using a Touchtone telephone.
1
Under Delaware law, if a quorum is present, the nominees for election as
Directors who receive a plurality of the votes of shares present in person or
represented by proxy and entitled to vote shall be elected as Directors.
"Withheld" votes are not included in the total vote cast for a nominee for
purposes of determining whether a plurality was received and, therefore, have no
negative effect.
As of February 27, 1998, no person other than New York Life Trust Company
held of record, or, to the knowledge of the management of the Company, owned
beneficially, 5 percent or more of the outstanding shares of Common Stock of the
Company. New York Life Trust Company, Norwood, MA, held approximately 15 percent
of the outstanding Common Stock of the Company as trustee of the Company's tax
deferred compensation savings plans. New York Life Trust Company disclaims all
beneficial ownership of these shares.
ELECTION OF DIRECTORS
At the meeting, five Directors will be elected to serve for a term of three
years until 2001, and until their respective successors are elected and qualify.
All of the nominees (except Mr. White) are incumbent Directors and are nominated
for reelection. Unless otherwise specified when the proxy is submitted, shares
of the Common Stock represented by the proxy will be voted for the nominees
named below. If any nominee becomes unavailable for any reason, or if a vacancy
should occur before the election (which events are not anticipated), the shares
represented by the proxy will be voted for another person in the discretion of
the persons named in the proxy. Information concerning the nominees, including
their ages, periods of service as Directors, and business experience, according
to information furnished to the Company by the respective nominees, is set forth
as follows:
FIRST YEAR OF
SERVICE AS
NAME AGE DIRECTOR BUSINESS EXPERIENCE
- ------------------------------------ --- ------------- ---------------------------------------------------------
Douglas C. Kane .................... 48 1991 Mr. Kane was elected Executive Vice President, Chief
(to be elected for a term of three Administrative and Corporate Development Officer in
years expiring in 2001) November 1997. He joined the Company as Executive Vice
President and Chief Operating Officer in January 1991.
Prior to that time he was President and Chief Executive
[PHOTO1] Officer of Knife River Corporation from May 1990,
President from September 1987, and previously had
served as Senior Vice President--Operations. During
1997, Mr. Kane served as Director and/or officer of
principal subsidiaries of the Company and as a member
of the Managing Committee of Montana-Dakota Utilities
Co.
Richard L. Muus .................... 68 1985 Mr. Muus retired in April 1989 after 35 years with
(to be elected for a term of three Midwest Federal Savings Bank, Minot, North Dakota. At
years expiring in 2001) the time of his retirement, Mr. Muus was the President
and a Director of the bank. Mr. Muus is a member and
past Director and Officer of the Minot Area Chamber of
[PHOTO1] Commerce and a past Director of the Minot Area
Development Corporation. He has served as Chairman of
the North Dakota Housing Finance Agency Advisory Board,
as a Director of the Federal Home Loan Bank of Des
Moines, and as a director of the U.S. League of Savings
Institutions. He is a member of the Board of Regents of
Minot State University. He currently serves on the
Audit and Finance Committees of the Board of Directors.
2
FIRST YEAR OF
SERVICE AS
NAME AGE DIRECTOR BUSINESS EXPERIENCE
- ------------------------------------ --- ------------- ---------------------------------------------------------
John L. Olson ...................... 58 1985 Mr. Olson is President and owner of Blue Rock Products
(to be elected for a term of three Company and of Blue Rock Distributing Company located
years expiring in 2001) in Sidney, Montana, a beverage bottling and
distributing company, respectively. Mr. Olson also is
Chairman of the Board and a Director of Admiral
[PHOTO1] Beverage Corporation, Worland, Wyoming, and Ogden,
Utah; he is Chairman of the Board and Director of the
Foundation for Community Care, Sidney, Montana, and a
trustee of the University of Montana Foundation; and he
is trustee for Blue Rock Products Company Profit
Sharing Trust, Sidney, Montana. He currently serves on
the Audit, Compensation, and Nominating Committees of
the Board of Directors.
Joseph T. Simmons .................. 62 1984 Mr. Simmons retired in May 1997 as a Professor of
(to be elected for a term of three Accounting and Finance, University of South Dakota,
years expiring in 2001) Vermillion and was Visiting Professor of Finance,
University of Warsaw, Warsaw, Poland (February--July
1994). Mr. Simmons is the Chairman and President of
[PHOTO1] Simmons Financial Management, Inc. and owner of Simmons
& Associates. He also serves on the Boards of GRO/TECH
and RE/ SPEC in Rapid City, South Dakota, and
Dairilean, Inc. in Sioux Falls, South Dakota. He
currently serves on the Finance and Nominating
Committees of the Board of Directors.
Martin A. White .................... 56 Mr. White joined the Company in November 1991 as Vice
(to be elected for a term of three President--Corporate Development and was named Senior
years expiring in 2001) Vice President--Corporate Development in November 1995.
Effective April 1, 1998, Mr. White will become
President and Chief Executive Officer. Prior to joining
[PHOTO1] the Company, Mr. White was Chairman and Chief Executive
Officer of White Resources Corporation (November
1989--October 1991); Executive Vice President and Chief
Operating Officer of Consolidated TVX Mining
Corporation of Chile (January 1988--November 1989); and
Chairman, President, and Chief Operating Officer of
Entech Inc. (September 1986-- December 1988), which
comprise the non-utility subsidiaries of The Montana
Power Company.
3
Certain information concerning the remaining Directors, whose terms expire
in 1999 or in 2000, including their ages, periods of service as Directors, and
business experience, according to information furnished to the Company, is set
forth as follows:
FIRST YEAR OF
SERVICE AS
NAME AGE DIRECTOR BUSINESS EXPERIENCE
- ------------------------------------ --- ------------- ---------------------------------------------------------
Thomas Everist ..................... 48 1995 Mr. Everist is President and Chief Executive Officer of
(term expiring in 1999) L. G. Everist, Sioux Falls, South Dakota, an aggregate
production company. He is Vice President of Spencer
Quarries, Spencer, South Dakota, a rock quarry;
[PHOTO1] Director of Power Plant Aggregates and Midwest Fly Ash,
both of Sioux City, Iowa, which market fly ash, kiln
dust, and concrete additives; a Director of Standard
Ready Mix, of Sioux City, Iowa; and a Director of Raven
Industries, Inc., a general manufacturer of elec-
tronics, sewn products, and plastics, of Sioux Falls,
South Dakota. He currently serves on the Finance
Committee of the Board of Directors.
Harold J. Mellen, Jr. .............. 63 1989 Mr. Mellen, President and Chief Executive Officer, joined
(term expiring in 1999) the Company in 1985 as Vice President-- Corporate
Development; was named Senior Vice President--Finance
and Chief Financial Officer in May 1987; Executive Vice
[PHOTO1] President and Chief Financial and Corporate Development
Officer in August 1989; and President and Chief
Corporate Development Officer in May 1992. Mr. Mellen
became President and Chief Executive Officer on January
1, 1995. During 1997, Mr. Mellen served as Chairman of
the Board, a Director and/or an Officer of all
principal subsidiaries, and Chairman of the Managing
Committee of Montana-Dakota Utilities Co.
Robert L. Nance .................... 61 1993 Mr. Nance is the majority owner, President, and Chief
(term expiring in 1999) Executive Officer of Nance Petroleum Corporation,
Billings, Montana, an oil and gas exploration and
production company. He is also a Director of First
[PHOTO1] Interstate Bank of Montana, Inc. He serves on the
National Board of Governors and Executive Committee of
the Independent Petroleum Association of America and
serves on the Board, and is Chairman of the Petroleum
Technology Transfer Council. He currently serves on the
Finance and Nominating Committees of the Board of
Directors.
4
FIRST YEAR OF
SERVICE AS
NAME AGE DIRECTOR BUSINESS EXPERIENCE
- ------------------------------------ --- ------------- ---------------------------------------------------------
John A. Schuchart .................. 68 1976 Mr. Schuchart, Chairman of the Board, was named Chief
(term expiring in 1999) Executive Officer in June 1980 and Chairman in May
1983. He retired as Chief Executive Officer on December
31, 1994. Mr. Schuchart also serves as an ex officio
[PHOTO1] Director of the subsidiaries of the Company, the
Managing Committee of Montana-Dakota Utilities Co., and
the MDU Resources Foundation. Mr. Schuchart serves on
various civic and charitable organizations in Bis-
marck, North Dakota, including the Board of Regents of
the University of Mary.
San W. Orr, Jr. .................... 56 1978 Mr. Orr is an attorney and is in the business of
(term expiring in 2000) financial and estate management. He is Chairman of the
Board and a Director of Wausau-Mosinee Paper
Corporation. He is a Director of Wausau Insurance
[PHOTO1] Companies, Marshall & Ilsley Corporation, M & I First
American Bank, and M & I Marshall & Ilsley Bank. Mr.
Orr also serves on various civic and charitable
organizations in Wisconsin including the Board of
Regents of the University of Wisconsin System. He
currently serves on the Audit and Compensation Commit-
tees of the Board of Directors and is Vice Chairman of
the Board.
Harry J. Pearce .................... 55 1997 Mr. Pearce is the Vice Chairman and a Director of General
(term expiring in 2000) Motors Corporation. He is a Director of Hughes
Electronics Corporation, General Motors Acceptance
Corporation, Marriott International Inc., the American
[PHOTO1] Automobile Manufacturers Association, the Economic
Strategy Institute, the Theodore Roosevelt Medora
Foundation, and is a member of the United States Air
Force Academy's Board of Visitors. He also serves on
the Board of Trustees of Howard University and is a
member of the Dean's Advisory Council of the
Northwestern University School of Law. He currently
serves on the Audit Committee of the Board of
Directors.
5
FIRST YEAR OF
SERVICE AS
NAME AGE DIRECTOR BUSINESS EXPERIENCE
- ------------------------------------ --- ------------- ---------------------------------------------------------
Homer A. Scott, Jr. ................ 63 1981 Mr. Scott is engaged in the banking and ranching business
(term expiring in 2000) in the states of Wyoming and Montana. He is a Director
and Chairman of the Board of First Interstate
BancSystem of Montana, Inc., a Director of First
[PHOTO1] Interstate Bank of Montana, Inc. and Chairman of the
Board, and a Director of First Interstate Bank of
Wyoming, Inc. Mr. Scott is the principal owner, a
Director and President of Sugarland Enterprises, Inc.,
and the managing partner of Sugarland Development
Company, a commercial property development company in
Sheridan, Wyoming. Sugerland owns and manages four
Perkins Restaurants, a Holiday Inn, and Powder Horn
Ranch, a housing development and golf course near
Sheridan. He currently serves on the Audit and
Compensation Committees of the Board of Directors.
Sister Thomas Welder, O.S.B. ....... 57 1988 Sister Welder is the President of the University of Mary,
(term expiring in 2000) Bismarck, North Dakota. She is a Director of St.
Alexius Medical Center of Bismarck and Chair of its
Marketing Committee. She is a Director of the
[PHOTO1] Bismarck-Mandan Development Association and is a member
and past Director of the Bismarck-Mandan Area Chamber
of Commerce. She is also a member of the Theodore
Roosevelt Medora Founder's Society and
Consultant-Evaluator Corps for the North Central
Association of Colleges and Schools. She currently
serves on the Finance and Nominating Committees of the
Board of Directors.
Except where expressly noted, no corporation or organization named above is
a parent, subsidiary, or other affiliate of the Company.
During 1997, the Board of Directors had five meetings. The Board of
Directors has an Audit Committee, a Compensation Committee, a Finance Committee,
and a Nominating Committee. All Committees are composed entirely of outside
Directors. The Audit Committee, established in 1972, meets regularly with
management, internal auditors, and representatives of the Company's independent
public accountants. The independent accountants have free access to the
Committee and the Board of Directors. During 1997, the Committee met three times
and reviewed the scope, timing, and fees for the annual audit, other services
provided by the independent accountants, and the results of audit examinations
completed by the independent accountants. The Audit Committee reports the
results of its activities to the full Board of Directors. No member of the Audit
Committee is or has been an employee of the Company. The Compensation Committee,
which met four times during 1997, sets compensation levels for executive
officers and recommends to the full Board of Directors compensation for the
Directors of the Company. The Finance Committee, which met seven times during
1997, reviews corporate financial plans, policies, budgets, investments and
acquisitions, and reviews and authorizes actions necessary to issue and sell
Common Stock and debt securities of the Company. The Nominating Committee, which
met four times during 1997, recommends to the full Board of Directors nominees
for Director. All incumbent Directors attended more than 75 percent of the
combined total of the meetings of the Board and of the Committees on which the
Director served.
6
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the calendar years ending
December 31, 1997, 1996, and 1995, for those persons who were, at December 31,
1997, (i) the Chief Executive Officer, and (ii) the other four most highly
compensated executive officers of the Company (the "Named Officers"). Footnotes
supplement the information contained in the Tables.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
------------------------
AWARDS
------------------------
ANNUAL COMPENSATION (F)
-------------------- SECURITIES (G)
(E) UNDERLYING ALL OTHER
(A) (C) (D) RESTRICTED OPTIONS/ COMPEN-
NAME AND (B) SALARY BONUS(1) STOCK SARS SATION(3)
PRINCIPAL POSITION YEAR ($) ($) AWARDS ($) (#) ($)
- ------------------------------------------------- --------- --------- --------- ----------- ----------- -----------
Harold J. Mellen, Jr. 1997 342,735 186,450 -- -- 6,598
--President & C.E.O. 1996 276,373 189,150 -- -- 5,886
1995 249,553 104,824 -- 49,740 5,886
Douglas C. Kane 1997 201,772 92,250 -- -- 4,750
--Executive Vice President, 1996 192,281 106,500 -- -- 4,500
Chief Administrative & 1995 181,210 58,910 -- 27,952 4,500
Corporate Development Officer
Ronald D. Tipton 1997 200,655 92,250 -- -- 4,948
--President & C.E.O. of 1996 190,000 115,363 -- -- 4,788
Montana-Dakota Utilities Co. 1995 179,039 101,997 31,680(2) 32,955 3,975
Martin A. White 1997 147,316 54,450 -- -- 4,875
--Senior Vice President-- 1996 135,856 52,350 -- -- 4,076
Corporate Development 1995 128,312 23,514 -- 8,925 3,849
Warren L. Robinson 1997 128,843 63,750 -- -- 3,865
--Vice President, Treasurer, 1996 111,937 58,200 -- -- 2,773
& Chief Financial Officer 1995 105,446 32,234 -- 15,300 3,358
- ------------------------
(1) Granted pursuant to the Management Incentive Compensation Plan.
(2) The restricted stock award is valued in the Table at fair market value on
the date of the grant. Its value at December 31, 1997, was $48,140.
Non-preferential dividends are paid on the shares.
(3) Totals shown are the Company contributions to the Tax Deferred Compensation
Savings Plan, with the exceptions of Mr. Mellen, Mr. Tipton, and Mr. White,
whose totals also include insurance premiums in the amounts of $1,848, $198,
and $456 respectively.
7
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(B)
SHARES (C)
ACQUIRED ON VALUE
EXERCISE REALIZED
(#) ($)
----------- ----------
(D)
NUMBER OF (E)
SECURITIES UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS IN-THE- MONEY OPTIONS
AT FISCAL YEAR-END(1) AT FISCAL YEAR-END
(#) ($)
(A) -------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ------------- ----------- -------------
Harold J. Mellen, Jr................ -- $ -- -- 49,740 $ -- $ 652,838
Douglas C. Kane..................... 1,000 8,500 9,610 27,952 152,559 366,870
Ronald D. Tipton.................... 9,685 82,323 -- 32,955 -- 432,534
Martin A. White..................... 1,863 14,555 6,177 8,925 98,060 117,141
Warren L. Robinson.................. 1,000 6,688 1,400 15,300 22,225 200,813
- ------------------------
(1) Vesting is accelerated upon a change in control.
PENSION PLAN TABLE
YEARS OF SERVICE
----------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ----------------------------------------------------- ---------- ---------- ---------- ---------- ----------
$125,000............................................. $ 79,626 $ 88,288 $ 96,950 $ 105,612 $ 114,274
150,000............................................. 95,743 106,218 116,692 127,167 137,641
175,000............................................. 108,598 119,798 130,997 142,197 153,396
200,000............................................. 121,198 132,398 143,597 154,797 165,996
225,000............................................. 132,178 143,378 154,577 165,777 176,976
250,000............................................. 143,098 154,298 165,497 176,697 187,896
300,000............................................. 179,338 190,538 201,737 212,937 224,136
350,000............................................. 226,918 238,118 249,317 260,517 271,716
400,000............................................. 267,898 279,098 290,297 301,497 312,696
450,000............................................. 307,798 318,998 330,197 341,397 352,596
500,000............................................. 347,998 359,198 370,397 381,597 392,796
The Table covers the amounts payable under the Salaried Pension Plan and
non-qualified Supplemental Income Security Plan (SISP). Pension benefits are
determined by the step-rate formula which places emphasis on the highest
consecutive 60 months of earnings within the final 10 years of service. Benefits
for single participants under the Salaried Pension Plan are paid as straight
life amounts and benefits for married participants are paid as actuarially
reduced pensions with a survivorship benefit for spouses, unless participants
choose otherwise. The Salaried Pension Plan also permits preretirement
survivorship benefits upon satisfaction of certain conditions. Additionally,
certain reductions are made for employees electing early retirement.
The Internal Revenue Code places maximum limitations on the amount of
benefits that may be paid under the Salaried Pension Plan. The Company has
adopted a non-qualified SISP for senior management personnel. In 1997, 73 senior
management personnel participated in the SISP, including the Named Officers.
Both plans cover salary shown in column (c) of the Summary Compensation Table
and exclude bonuses and other forms of compensation.
Upon retirement and attainment of age 65, participants in the SISP may elect
a retirement benefit or a survivors' benefit with the benefits payable monthly
for a period of 15 years.
8
As of December 31, 1997, the Named Officers were credited with the following
years of service under the plans: Mr. Mellen: Pension, 12, SISP, 12; Mr. Tipton:
Pension, 14, SISP, 14; Mr. Kane: Pension, 26, SISP, 16; Mr. White: Pension 6,
SISP, 6; and Mr. Robinson: Pension 9, SISP 9. The maximum years of service for
benefits under the Pension Plan is 35 and under the SISP vesting begins at 3
years and is complete after 10 years. Benefit amounts under both plans are not
subject to reduction for offset amounts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
Decisions on compensation for the Company's executive officers are made by
the Compensation Committee of the Board of Directors. The Committee was created
in 1967 and has been and is composed entirely of non-employee Directors. In the
late part of each calendar year, the Committee reviews and approves, with any
modifications it deems appropriate, the Executive Compensation Policy for the
executive officers including the Chief Executive Officer. The approved plan is
implemented the following calendar year.
EXECUTIVE COMPENSATION POLICY
The Executive Compensation Policy is designed to attract and retain
qualified executive officers, to recognize above-average job performance, and to
provide a direct and strong link between Company performance and executive pay.
Total compensation is intended to be competitive with that paid by comparable
companies in the regulated electric and gas utility industry, relevant segments
of the energy and mining industries, and companies from general industry. There
are three components of total executive compensation: base salary, annual
incentive compensation, and long-term incentive compensation.
For 1997, compensation paid to the Company's executive officers qualified as
fully deductible under federal tax laws. The Committee continues to review the
impact of federal tax laws, including Section 162(m) of the Internal Revenue
Code, on executive compensation, but has not formulated any policy with regard
thereto.
The Board of Directors in 1993 adopted Stock Ownership Guidelines, under
which executives are required to own Company Common Stock valued from one times
their annual salary to four times their annual salary (in the case of the Chief
Executive Officer).
BASE SALARY
Base salaries are reviewed annually for all employees of the Company,
including executive officers. The Compensation Committee uses data from a number
of comparative compensation surveys provided by an external consultant to
develop a market consensus salary for each executive position. The surveys
reflect a larger and more diversified group of companies than companies included
in the peer group in the graph following this report. The Committee also
examined data from the peer group of companies.
The market consensus salary, which is based upon general industry data,
utility industry data, and peer group data, represents the perceived market
value of each position. Base salaries are then set by the Compensation
Committee, which considers (i) a targeted range of compensation around the
market consensus salary (80% - 115% for 1997), (ii) the executive's current
salary in comparison to the targeted range, and (iii) individual performance. No
formal weighting was given to any of these criteria. In 1997, base salary
increases for the eight executive officers averaged 6.57%. Their base salaries
averaged 94.3% of their market consensus salaries. Mr. Mellen, the Chief
Executive Officer, received a 4.8% increase effective for the year beginning
July 1, 1997, based upon the above criteria and Mr. Mellen's personal role in
achieving 1997 corporate performance, his development of a succession plan, and
the successful acquisitions made during the year. During 1997, approximately
55.9% of Mr. Mellen's compensation was
9
base pay. The remainder was performance based. This reflects the Committee's
belief in the importance of having substantial at-risk compensation to provide a
direct and strong link between Company performance and executive pay.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation is determined under the Executive Incentive
Compensation Plan. The performance measures used reflect both the stockholders'
interest (earnings) and the customers' interest (cost efficiency). Additionally,
individual performance is evaluated and appropriate adjustments to target award
levels may be made, although there is no formal weighting of corporate and
individual performance. Target award levels are set at a percentage of each
participant's salary grade midpoint, with actual awards ranging from 0% to 150%
of the target amount. For 1997, eight executive officers received an average of
145.9%, based on (i) achievement of corporate earnings at or near the maximum
level of performance and (ii) individual performance. Mr. Mellen received
$186,450 or 150% of the targeted amount.
LONG-TERM INCENTIVE COMPENSATION
The 1992 Key Employee Stock Option Plan, the Restricted Stock Bonus Plan,
and the 1997 Executive Long-Term Incentive Plan, approved by the stockholders at
last year's annual meeting, are the plans pursuant to which the Compensation
Committee may grant opportunities for long-term incentive compensation. This
type of compensation is designed to reinforce financial and strategic corporate
objectives, to emphasize pay for performance, and to focus executives on
long-term sustainable value creation. Options with a three-year performance
cycle (1995-97) and related dividend equivalents were granted under the Stock
Option Plan in 1995. Performance goals established by the Committee and
described in the 1996 Proxy Statement for the 1995-97 performance cycle were
exceeded; therefore, exercisability of the options was accelerated and dividend
equivalents were earned at 149%. No options or other long-term grants were made
in 1997.
San W. Orr, Jr., Chairman John L. Olson, Member Homer A. Scott, Jr., Member
10
MDU RESOURCES GROUP, INC.
COMPARISON OF FIVE YEAR TOTAL STOCKHOLDER RETURN (1)
Total Stockholder Return Index (1992=100)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
S & P
MDU 500 PEER GROUP
----------- ----------- -----------
1992 $ 100 $ 100 $ 100
1993 $ 125 $ 110 $ 110
1994 $ 114 $ 112 $ 100
1995 $ 133 $ 153 $ 124
1996 $ 161 $ 189 $ 128
1997 $ 232 $ 252 $ 174
(1) All data is indexed to December 31, 1992, for the Company, the S&P 500, and
the peer group. Total stockholder return is calculated using the December
31 price for each year. It is assumed that all dividends are reinvested in
stock at the frequency paid, and the returns of each component peer issuer
of the group is weighted according to the issuer's stock market
capitalization at the beginning of the period. The peer issuers are Black
Hills Corporation, CILCORP Inc., Equitable Resources, Inc., Florida
Progress Corporation, Minnesota Power & Light Company, The Montana Power
Company, ONEOK, Inc., Questar Corporation, South Jersey Industries, Inc.,
Teco Energy, Inc., UGI Corporation, and Utilicorp United Inc.
DIRECTORS' COMPENSATION
Each Director who is not an officer of the Company (except the Chairman of
the Board) receives $13,000 and 300 shares of Company Common Stock as an annual
retainer for Board service. The Chairman receives $52,000 and 300 shares of
Company Common Stock. Audit and Compensation Committee Chairmen each receive a
$2,500 annual retainer, and Finance and Nominating Committee Chairmen each
receive a $1,000 annual retainer. Additionally, each Director who is not an
officer of the Company receives $1,000 for each meeting of the Board of
Directors attended and each Committee member who is not an officer of the
Company receives $1,000 for each Committee meeting attended. All Directors
except the Chairman of the Board must defer $1,000 of the retainer, which amount
is credited to a deferral account quarterly. The deferral amount is divided by
the market price of Company Common Stock and converted to investment units. If
dividends are paid on Company Common Stock then an equivalent amount is credited
for each investment unit and the resulting amount is converted to investment
units and credited to such Directors' accounts. After a participating Director
leaves the Board, dies, or becomes disabled, then the investment units credited
to that Director's account are multiplied times the market price of the Company
Common Stock, converted to a dollar value, and paid to the Director or named
beneficiary in equal monthly payments (with interest) over a five year period.
Of the remaining cash retainer, each Director may direct the retainer be paid in
one or a combination of the following forms: (1) deferred into the account
described, (2) Company stock, or (3) cash. Each Director who is not an officer
of the Company received an option award on June 3, 1997, of 1,500 shares of
Company Common Stock. The option award vested immediately and is exercisable for
10 years from the date of grant. The option price was $24.5625, the fair market
value of the stock on the date of the grant.
11
The Company also has a post-retirement arrangement for Directors who are not
officers or retired officers of the Company which provides that after retirement
from the Board, a Director is entitled to receive annual compensation in an
amount equal to the sum of all annual retainers in effect at the time of
retirement. Such amount will be paid to the Director or named beneficiary in
equal monthly installments over a period of time equal to the period of service
on the Board.
The Company also has a program whereby past Directors of the Company may be
chosen each year as "Director Emeritus" and each such past Director so chosen
may be invited to participate as a nonvoting member of the Company's Board of
Directors. Each such "Director Emeritus" serves for five years and receives no
compensation, other than reimbursement by the Company for reasonable travel
expenses in connection with attendance at meetings of the Company's Board of
Directors.
INFORMATION CONCERNING EXECUTIVE OFFICERS
Executive officers of the Company are elected by the Board of Directors and
serve until the next annual meeting of the Board. Any executive officer so
elected may be removed at any time by the affirmative vote of a majority of the
Board. Certain information concerning such executive officers, including their
ages, present corporate positions, and business experience, is set forth below.
PRESENT CORPORATE POSITION
NAME AGE AND BUSINESS EXPERIENCE
- --------------------------------------- --- -------------------------------------------------------------------
Harold J. Mellen, Jr................... 63 President and Chief Executive Officer. For information about Mr.
Mellen, see "Election of Directors."
Cathleen M. Christopherson............. 53 Ms. Christopherson was elected Vice President-Corporate
Communications effective November 1989. Prior to that she served
as Assistant Vice President-Corporate Communications effective
September 1989 and Division Manager of Montana-Dakota Utilities
Co., a Division of the Company, from August 1984.
Douglas C. Kane........................ 48 Executive Vice President, Chief Administrative and Corporate
Development Officer. For information about Mr. Kane, see
"Election of Directors."
Lester H. Loble, II.................... 56 Mr. Loble was elected General Counsel and Secretary of the Company
effective May 1987. Mr. Loble also serves as a Director and/or
General Counsel and Secretary of the principal subsidiaries of
the Company. Mr. Loble is also a member and the Secretary of the
Managing Committee of Montana-Dakota Utilities Co., a Division of
the Company.
Vernon A. Raile........................ 53 Mr. Raile was elected Vice President, Controller and Chief
Accounting Officer effective August 1992. Prior to that he was
Controller and Chief Accounting Officer from May 1989, Assistant
Treasurer from December 1987, and Tax Manager from March 1980.
12
PRESENT CORPORATE POSITION
NAME AGE AND BUSINESS EXPERIENCE
- --------------------------------------- --- -------------------------------------------------------------------
Warren L. Robinson..................... 47 Mr. Robinson was elected Vice President, Treasurer and Chief
Financial Officer of the Company effective August 1992. He is
also Treasurer and Assistant Secretary, or Secretary, of
subsidiaries of the Company. Prior to that he served as Treasurer
and Assistant Secretary from December 1989, Manager of Corporate
Development and Assistant Treasurer from May 1989 to December
1989, and Manager of Corporate Development from October 1988.
Ronald D. Tipton....................... 51 Mr. Tipton was elected President and Chief Executive Officer of
Montana-Dakota Utilities Co. effective January 1995. Prior to
that time he served Williston Basin Interstate Pipeline Company
in the following capacities: President and Chief Executive
Officer form May 1994, President from May 1990, Executive Vice
President from May 1989, and Vice President-Gas Supply from
January 1985. From January 1983 to January 1985 he was the
Assistant Vice President-Gas Supply of Montana-Dakota Utilities
Co.
Martin A. White........................ 56 Senior Vice President-Corporate Development. For information about
Mr. White, see "Election of Directors."
Robert E. Wood......................... 55 Mr. Wood was elected Vice President-Public Affairs and
Environmental Policy of the Company effective August 1991. Before
that he was Vice President-Public Affairs from June 1986. For
five years prior thereto he served as Manager of Legislative
Affairs for the Company.
13
SECURITY OWNERSHIP
The Table below sets forth the number of shares of capital stock of the
Company owned beneficially as of December 31, 1997, by each Director and each
nominee for Director, each Named Officer and by all Directors and executive
officers of the Company as a group.
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
-------------------------- --------------------------
NAME COMMON(1) PREFERRED COMMON PREFERRED
- -------------------------------------------------------------------- ----------- ------------- ----------- -------------
Thomas Everist...................................................... 2,600 -- * --
Douglas C. Kane..................................................... 37,311(2) -- * --
Harold J. Mellen, Jr................................................ 33,168(2) -- * --
Richard L. Muus..................................................... 8,088 -- * --
Robert L. Nance..................................................... 5,313 -- * --
John L. Olson....................................................... 17,400 -- * --
San W. Orr, Jr...................................................... 89,903(3) -- * --
Harry J. Pearce..................................................... 11,902 -- * --
Warren L. Robinson.................................................. 10,397(2) 6 * *
John A. Schuchart................................................... 132,979(4) -- * --
Homer A. Scott, Jr.................................................. 6,047(5) -- * --
Joseph T. Simmons................................................... 8,857 -- * --
Ronald D. Tipton.................................................... 23,441(2) -- * --
Sister Thomas Welder................................................ 1,800(6) -- * --
Martin A. White..................................................... 18,078(2) -- * --
All Directors and executive officers of the Company as a group (19
in number)........................................................ 388,800(2) 1.33% *
- ------------------------
* Less than one percent of the class.
(1) The totals include beneficial ownership of shares which may be acquired
within 60 days pursuant to stock options: Mr. Everist 1,500 shares, Mr. Kane
9,610 shares, Mr. Muus 1,500 shares, Mr. Nance 1,500 shares, Mr. Olson 1,500
shares, Mr. Orr 1,500 shares, Mr. Pearce 1,500 shares, Mr. Robinson 1,400
shares, Mr. Schuchart 1,500 shares, Mr. Scott 1,500 shares, Mr. Simmons
1,500 shares, Sister Thomas Welder: see footnote 6, Mr. White 6,177 shares,
and all Directors and all executive officers of the Company as a group
41,482 shares.
(2) Includes full shares allocated to the officer's account in the Tax Deferred
Compensation Savings Plan.
(3) Mr. Orr serves as a co-trustee with shared voting and investment power of
various trusts and as an officer and Director of the corporate trustee for
various other trusts holding these shares. Mr. Orr disclaims beneficial
ownership of all but 2,466 shares held by the trusts.
(4) Includes shares owned by Mr. Schuchart's wife. Mr. Schuchart disclaims all
beneficial ownership of the shares owned by his wife.
(5) Shares held by Homer A. Scott, Jr. Trust. Mr. Scott is a co-trustee of the
trust and shares voting and investment power with respect to these shares.
(6) Shares held by the Annunciation Priory, of which community Sister Thomas
Welder is a member. The total includes 1,500 shares which may be acquired
within 60 days pursuant to stock options. Sister Thomas Welder disclaims all
beneficial ownership of these shares owned by the Priory.
14
ACCOUNTING AND AUDITING MATTERS
Upon recommendation of the Audit Committee, the Board of Directors has
selected and employed the firm of Arthur Andersen LLP as the Company's
independent certified public accountants to audit its financial statements for
the fiscal year 1997. The Audit Committee is presently composed of Messrs.
Richard L. Muus, John L. Olson, San W. Orr, Jr., Harry J. Pearce, and Homer A.
Scott, Jr. (Chairman). This will be the twelfth year in which the firm has acted
in this capacity. A representative of Arthur Andersen will be present at the
Annual Meeting of Stockholders. It is not anticipated that the representative
will make a prepared statement at the meeting. However, he or she will be free
to do so if he or she so chooses, as well as responding to appropriate
questions.
OTHER BUSINESS
The management of the Company knows of no other matter to come before the
meeting. However, if any matter requiring a vote of the stockholders should
arise, it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
1999 ANNUAL MEETING OF STOCKHOLDERS
Under the Company's Bylaws, nominations for Director may be made only by the
Board or the Nominating Committee, or by a stockholder entitled to vote who has
delivered written notice to the Secretary of the Company (containing certain
information specified in the Bylaws) not less than 90 days prior to the
Company's annual meeting.
The Bylaws also provide that no business may be brought before an annual
meeting of the stockholders except as specified in the notice of the meeting or
as otherwise properly brought before the meeting by or at the direction of the
Board or by a stockholder entitled to vote who has delivered written notice to
the Secretary of the Company (containing certain information specified in the
Bylaws) not less than 90 days prior to the Company's annual meeting.
These requirements are separate and apart from and in addition to the
Securities and Exchange Commission's requirements that a stockholder must meet
in order to have a stockholder proposal included in the Company's Proxy
Statement under Rule 14a-8 of the Exchange Act. For purposes of the Company's
Annual Meeting of Stockholders expected to be held on April 27, 1999, any
stockholder who wishes to submit a proposal for inclusion in the Company's proxy
materials must submit such proposal to the Secretary of the Company on or before
November 9, 1998.
A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Secretary of the Company.
------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (EXCLUDING EXHIBITS) FOR
THE YEAR ENDED DECEMBER 31, 1997, WHICH IS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE MADE AVAILABLE TO STOCKHOLDERS TO
WHOM THIS PROXY STATEMENT IS MAILED, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE
OFFICE OF THE TREASURER OF MDU RESOURCES GROUP, INC., SCHUCHART BUILDING, 918
EAST DIVIDE AVENUE, MAILING ADDRESS: P.O. BOX 5650, BISMARCK, ND 58506-5650.
By order of the Board of Directors,
[SIGNATURE]
Lester H. Loble, II
SECRETARY
March 9, 1998
15
[LOGO] PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1998 - 11:00 AM (CDT)
The undersigned hereby appoints John A. Schuchart, Martin A. White, and Lester
H. Loble, II, and each of them, proxies, with full power of substitution, to
vote all Common Stock of the undersigned at the Annual Meeting of Stockholders
to be held at 11:00 AM (CDT), April 28, 1998, at 909 Airport Road, Bismarck, ND
58504, and at any adjournment thereof, upon all subjects that may properly come
before the meeting, including the matters described in the proxy statement
furnished herewith, subject to any directions indicated below. YOUR VOTE IS
IMPORTANT! ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. Either (1)
mark, date, sign, and return this letter proxy in the envelope provided (no
postage is necessary if mailed in the United States), or (2) submit your proxy
by Touchtone telephone (following the instructions on the reverse side). IF NO
DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED
NOMINEES AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING. We regret that we are unable to respond to comments noted on
this proxy. We do welcome communications from stockholders, so if you have
comments please send them in a separate letter. Thank you.
PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE: /X/
Item 1. THE ELECTION OF DIRECTORS
- -------------------------------------------------------------------------------------------------------------
NOMINEES: 01 Douglas C. Kane 02 Richard L. Muus 03 John L. Olson 04 Joseph T. Simmons 05 Martin A. White
- -------------------------------------------------------------------------------------------------------------
/ / FOR ALL NOMINEES / / WITHHOLD FOR ALL NOMINEES / / WITHHOLD FOR
To withhold authority to vote for any individual nominee, mark the box next
to "WITHHOLD FOR" and write the nominee's name in the space provided:
_________________________________________________________ . Your shares
will be voted for the remaining nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1.
[LOGO] -------------
COMPANY #
CONTROL #
-------------
ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 1998
YOU CAN NOW VOTE YOUR PROXY BY TOUCHTONE TELEPHONE USING THE TOLL-FREE AUTOMATED
TELEPHONE VOTING SYSTEM.
This system is available 24 hours a day. A recorded voice will confirm your vote
has been cast as you directed and end the phone call. You do not have to mail
back your proxy voting form -- your vote will be recorded electronically. The
deadline for voting by telephone is 11:00 AM (CDT) one business day prior to the
Annual Meeting date.
TELEPHONE VOTING INSTRUCTIONS:
- - Using a Touchtone telephone, dial 1-800-240-6326.
- - When prompted, enter the 3 digit company number located in the box in the
upper right hand corner.
- - When prompted, enter your 7 digit Numerical Control Number that follows the
three digit company number.
- - When prompted, press "1" to vote FOR ALL NOMINEES - OR -
- - Press "9" to WITHHOLD FOR ALL NOMINEES - OR -
- - Press "0" to WITHHOLD FOR AN INDIVIDUAL NOMINEE and listen to the
instructions. (You will be asked to enter the two-digit number next to the
nominee name you wish to withhold.)
- - When prompted, please confirm your vote by Pressing "1".
(IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY.)
THANK YOU FOR VOTING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS ON APRIL 28, 1998.
ANNUAL MEETING OF STOCKHOLDERS
909 AIRPORT ROAD
BISMARCK, ND 58504
APRIL 28, 1998
11:00 AM(CDT)
Dated:_______________, 1998
___________________________
Signature
___________________________
Signature
Please sign exactly as name(s) appear to the left. If signing for a corporation
or partnership or as agent, attorney or fiduciary, indicate the capacity in
which you are signing. If you do attend the meeting and decide to vote by
ballot, such vote will supersede this proxy.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE BY TELEPHONE OR COMPLETE, DATE,
SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.