-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCDYCODjWu6LYTfI7RDIS1nZXPJecRm9GdBZId3dWfHmYgOT/Mi1tuE5aH1d1Unk swppbRb+RTV3zAaNPMGV1w== 0000898080-00-000128.txt : 20000327 0000898080-00-000128.hdr.sgml : 20000327 ACCESSION NUMBER: 0000898080-00-000128 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000324 EFFECTIVENESS DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 410423660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-54486 FILM NUMBER: 577098 BUSINESS ADDRESS: STREET 1: SCHUCHART BUILDING STREET 2: 918 EAST DIVIDE AVENUE CITY: BISMARCK STATE: ND ZIP: 58501 BUSINESS PHONE: 7012227900 MAIL ADDRESS: STREET 1: SCHUCHART BUILDING STREET 2: 918 EAST DIVIDE AVENUE, P.O. BOX 5650 CITY: BISMARCK STATE: ND ZIP: 58506-5650 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 S-8 POS 1 POST-EFFECTIVE AMENDMENT TO S-8 As filed with the Securities and Exchange Commission on March 24, 2000 Registration No. 33-54486 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- 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) ---------------------------------- MDU RESOURCES GROUP, INC. 1992 KEY EMPLOYEE STOCK OPTION PLAN (Full title of the plan) ---------------------------------- John A. Schuchart Chairman of the Board 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) ================================================================================ 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 of the Company, 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. - ---------- *Incorporated herein by reference as indicated. II-1 *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). - ---------- *Incorporated herein by reference as indicated. II-2 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 ------------------- 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 March 23, 2000 - -------------------------------- and 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) * Chief Financial Officer March 23, 2000 - -------------------------------- Warren L. Robinson (Executive Vice President, Treasurer and Chief Financial Officer) * Chief Accounting Officer March 23, 2000 - -------------------------------- Vernon A. Raile (Vice President, Controller and Chief Accounting Officer) II-3 Signature Title Date --------- ----- ---- Director March 23, 2000 /s/ John A. Schuchart - -------------------------------- John A. Schuchart (Chairman of the Board) * Director March 23, 2000 - -------------------------------- San W. Orr, Jr. (Vice Chairman of the Board) /s/ Thomas Everist Director March 23, 2000 - -------------------------------- Thomas Everist * Director March 23, 2000 - -------------------------------- Richard L. Muus /s/ Robert L. Nance Director March 23, 2000 - -------------------------------- Robert L. Nance * Director March 23, 2000 - -------------------------------- John L. Olson /s/ Harry J. Pearce Director March 23, 2000 - -------------------------------- Harry J. Pearce * Director March 23, 2000 - -------------------------------- Homer A. Scott, Jr. * Director March 23, 2000 - -------------------------------- Joseph T. Simmons * Director March 23, 2000 - -------------------------------- Sister Thomas Welder, O.S.B. *By: /s/ John A. Schuchart -------------------------- John A. Schuchart as Attorney-in-fact for each of the persons indicated by an asterisk II-4 EXHIBIT INDEX *4(a) Restated Certificate of Incorporation of the Company, 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). - ---------- *Incorporated herein by reference as indicated. II-5 EX-5.1 2 OPINION Exhibit 5(a) Lester H. Loble, II Vice President, General Counsel and Secretary MDU Resources Group, Inc. Schuchart Building 918 East Divide Avenue P.O. Box 5650 Bismarck, North Dakota 58506-5650 March 23, 2000 MDU Resources Group, Inc. Schuchart Building 918 East Divide Avenue P.O. Box 5650 Bismarck, North Dakota 58506-5650 Ladies and Gentlemen: With reference to the post-effective amendment to the registration statement on Form S-8 (the registration statement as so amended being referred to herein as the "Registration Statement") to be filed on or about the date hereof with the Securities and Exchange Commission by MDU Resources Group, Inc. (the "Company") under the Securities Act of 1933, as amended, (the "Securities Act"), and pursuant to which registration statement the Company registered 800,000 additional shares of its Common Stock, par value $1.00 (the "Stock"), and the Preference Share Purchase Rights attached thereto (the "Rights"), for offer and sale in connection with the MDU Resources Group, Inc. 1992 Key Employee Stock Option Plan, which amount has been subsequently adjusted for stock splits and issuances and now totals 1,373,899 shares of Stock and Rights, it is my opinion that: 1. When (a) appropriate authorizations by the Federal Energy Regulatory Commission, the Montana Public Service Commission and the Public Service Commission of Wyoming with respect to the issuance and sale of the Stock shall have been granted, (b) the Company's Board of Directors or a duly authorized committee thereof shall have approved the issuance and sale of the Stock by the Company, (c) the post-effective amendment to the registration statement shall have become effective under the Securities Act and (d) the Stock shall have been duly issued and delivered for the consideration set forth in the aforesaid Registration Statement and in accordance with the actions hereinabove mentioned, the Stock will be validly issued, fully paid and non-assessable. 2. The Rights, when issued as contemplated by the Rights Agreement, dated as of November 12, 1998, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent, will be validly issued. I am a member of the North Dakota and Montana Bars and do not hold myself out as an expert on the laws of any other jurisdiction. Except as set forth in paragraph 1(a) above, my opinions expressed above are limited to the laws of the States of North Dakota and Montana. Insofar as the opinions expressed herein relate to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the Delaware laws, or the Federal laws of the United States of America, I have relied on the opinion of even date herewith of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the Company, which opinion is to be filed as an exhibit to the Registration Statement. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Lester H. Loble, II Lester H. Loble, II Vice President, General Counsel and Secretary EX-5.2 3 OPINION Exhibit 5(b) LEBOEUF, LAMB, GREENE & MACRAE L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 125 WEST 55TH STREET NEW YORK, NY 10019-5389 March 23, 2000 MDU Resources Group, Inc. Schuchart Building 918 East Divide Avenue P.O. Box 5650 Bismarck, North Dakota 58506-5650 Ladies and Gentlemen: We are acting as counsel for MDU Resources Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of post-effective amendment No. 1 to the Company's registration statement on Form S-8 (the registration statement as so amended being referred to herein as the "Registration Statement") pursuant to which registration statement the Company registered 800,000 shares of its common stock, par value $1.00 per share (the "Stock"), and the preference share purchase rights attached thereto (the "Rights"), to be issued pursuant to the Company's 1992 Key Employee Stock Option Plan (the "Plan"), which amount has been subsequently adjusted for stock splits and issuances and now totals 1,373,899 shares of Stock and Rights. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Rights Agreement, dated as of November 12, 1998, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent, together with the exhibits thereto (the "Rights Agreement"), pursuant to which the Rights were created, (iii) resolutions of the Board of Directors of the Company, dated August 12, 1999, authorizing the issuance of the Stock, (iv) the orders of the Federal Energy Regulatory Commission dated February 9, 2000, the Montana Public Service Commission dated January 11, 2000 and the Public Service Commission of Wyoming dated January 18, 2000, and (v) such other instruments, certificates, records and documents, and such matters of law, as we have considered necessary or appropriate for the purposes hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid Registration Statement, Rights Agreement, resolutions, orders, instruments, certificates, records and documents. We have also assumed the regularity of all corporate procedures. Based upon the foregoing, and subject to the limitations and qualifications contained in this opinion, we are of the opinion that: 1. When (a) appropriate authorizations by the Federal Energy Regulatory Commission, the Montana Public Service Commission and the Public Service Commission of Wyoming with respect to the issuance and sale of the Stock shall have been granted, (b) the Company's Board of Directors or a duly authorized committee thereof shall have approved the issuance and sale of the Stock by the Company, (c) the post-effective amendment to the Registration Statement shall have become effective under the Securities Act and (d) the Stock shall have been issued, delivered and paid for in accordance with the terms of the Plan and the corporate and governmental authorizations and instruments referred to above, the Stock will be validly issued, fully paid and non-assessable. 2. The Rights, when issued in accordance with the terms of the Rights Agreement, will be validly issued. We express no opinion with respect to any laws other than the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the Delaware laws, and the federal laws of the United States. Insofar as this opinion involves matters of the laws of the States of Montana, North Dakota and Wyoming, we have relied upon the opinion of even date herewith addressed to you by Lester H. Loble, II, Vice President, General Counsel and Secretary of the Company. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P. EX-23 4 CONSENT EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed by MDU Resources Group, Inc. with the Securities and Exchange Commission (Registration No. 33-54486) of our report dated January 24, 2000 incorporated by reference into the MDU Resources Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1999. /s/ ARTHUR ANDERSEN LLP Minneapolis, Minnesota March 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----