-----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, O99hSvMCJK4EGSpfpCrsY3eu06BlFCtEW7OKVA+OU9t6/EjtQ0sns04fdwP/3w0e E0C7qw9wMyZZDGDC7fTI9g== 0000898080-06-000360.txt : 20060822 0000898080-06-000360.hdr.sgml : 20060822 20060822142758 ACCESSION NUMBER: 0000898080-06-000360 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20060822 DATE AS OF CHANGE: 20060822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDU RESOURCES GROUP INC CENTRAL INDEX KEY: 0000067716 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 410423660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03480 FILM NUMBER: 061048488 BUSINESS ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 BUSINESS PHONE: 701-530-1013 MAIL ADDRESS: STREET 1: 1200 WEST CENTURY AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 FORMER COMPANY: FORMER CONFORMED NAME: MONTANA DAKOTA UTILITIES CO DATE OF NAME CHANGE: 19850429 8-K 1 form8k.txt FORM 8-K 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): August 17, 2006 MDU Resources Group, Inc. (Exact name of registrant as specified in its charter) Delaware 1-3480 41-0423660 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 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)) 1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On August 16, 2006, the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Company") recommended that the base salary for Terry D. Hildestad be increased, effective August 18, 2006, from $525,000 to $625,000, in connection with his election as President and Chief Executive Officer of the Company. The Board of Directors approved the salary increase on August 17, 2006. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) As previously announced, Martin A. White, Chairman and Chief Executive Officer of the Company, retired on August 17, 2006 in accordance with the mandatory retirement provisions in the Company's bylaws. The Company's bylaws provide that Mr. White as a high ranking executive was ineligible to serve as a director and officer beyond the first regular meeting of the Board of Directors after the date he reached age 65. Robert L. Nance also retired from the Board of Directors of the Company on August 17, 2006 in accordance with the mandatory retirement provisions in the Company's bylaws. Mr. Nance as a nonemployee director was ineligible to continue on the Board beyond the first regular meeting of the Board after the date he reached age 70. (c) and (d) On August 17, 2006, the Board of Directors elected Terry D. Hildestad as President and Chief Executive Officer of the Company effective August 17, 2006. Mr. Hildestad was also elected to the Board of Directors effective August 17, 2006. Mr. Hildestad, age 57, had served as president and chief operating officer of the Company since May 1, 2005. He was president of Knife River Corporation, the Company's construction materials and mining subsidiary, from January 1, 1991 until May 19, 1993, when he was named president and chief executive officer; he served in that position until May 1, 2005. Mr. Hildestad has a change of control employment agreement with the Company that was entered into in November 1998. If a change of control occurs, the agreement provides for a three-year employment period from the date of the change of control, during which the executive is entitled to receive a base salary not less than the highest amount paid within the preceding twelve months, and annual bonuses not less than the highest bonus paid within the three years before the change of control, and to participate in the Company's incentive, savings, retirement and welfare benefit plans. The agreement also provides that specified severance payments and benefits would be provided if the executive's employment is terminated during the employment period (or if connected to the change of control, prior thereto) by the Company, other than for cause or disability, or by the executive for good reason, which includes for any reason during the 30-day period beginning on the first anniversary of the change of control. In such event, the executive would receive an amount equal to three times his annual base pay plus three times his highest annual bonus (as defined). In addition, he would receive (i) an 2 immediate pro-rated cash-out of his bonus for the year of termination based on the highest annual bonus and (ii) an amount equal to the excess of (a) the actuarial equivalent of the benefit under Company qualified and nonqualified retirement plans that he would receive if he continued employment with the Company for an additional three years over (b) the actual benefit paid or payable under these plans. The executive and his family would continue to be covered by the Company's welfare benefit plans for three years. The executive would also receive outplacement benefits. Finally, the executive would receive an additional payment if necessary to make him whole for any federal excise tax on excess parachute payments imposed upon the executive, unless the total parachute payments were not more than 110% of the safe harbor amount for that tax (in which event the executive's payments would be reduced to the safe harbor amount). For these purposes, "cause" generally means the executive's willful and continued failure to substantially perform his duties or willfully engaging in illegal conduct or misconduct materially injurious to the Company. "Good reason" generally includes the diminution of the executive's position, authority, duties or responsibilities, the reduction of the executive's pay or benefits, and relocation or increased travel obligations. Subject to certain exceptions described in the agreement, a "change of control" is defined in general as (i) the acquisition by an individual, entity or group of 20% or more of the Company's voting securities; (ii) a turnover in a majority of the Board of Directors without the approval of a majority of the members of the Board who were members of the Board as of the agreement date or whose election was approved by such Board members; (iii) a merger or similar transaction; or (iv) the stockholders' approval of the Company's liquidation or dissolution. ITEM 8.01 OTHER EVENTS. Harry J. Pearce was elected Chairman of the Board of the Company on August 17, 2006. Mr. Pearce, age 63, had served as lead director since February 15, 2001. 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description of Exhibit ------- ---------------------- 10.1 Terry D. Hildestad 2006 Base Compensation, effective August 18, 2006 99.1 Press Release Announcing Retirement of Martin A. White 99.2 Press Release Announcing Retirement of Robert L. Nance 99.3 Press Release Announcing Appointment of Terry D. Hildestad as President, CEO and Director 99.4 Press Release Announcing Election of Harry J. Pearce as Chairman of the Board 4 SIGNATURES 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: August 22, 2006 MDU Resources Group, Inc. By: /s/ Paul K. Sandness -------------------- Paul K. Sandness General Counsel and Secretary 5 EX-10.1 2 ex10-1.txt TERRY D. HILDESTAD 2006 BASE COMPENSATION Exhibit 10.1 MDU Resources Group, Inc. 2006 Base Compensation
Current Base New Base Name Title Compensation ($) Compensation ($) ---- ----- ---------------- ---------------- Terry D. Hildestad President and 525,000 625,000* Chief Executive Officer
- ----------------------- *Effective August 18, 2006 6 EX-99.1 3 ex99-1.txt PRESS RELEASE Exhibit 99.1 Press Release Announcing Retirement of Martin A. White 7 MDU Resources CEO and Chairman White Retires BISMARCK, N.D. - Aug. 17, 2006 -- MDU Resources Group, Inc. (NYSE:MDU) announced today the retirement of Martin A. White, chairman and chief executive officer. Harry J. Pearce was elected chairman of the board. Terry D. Hildestad was named president and chief executive officer for the corporation and also was named to the board. "Martin has done an outstanding job in leading MDU Resources through a time of unprecedented growth and financial success," said Pearce. "When he was elected CEO of MDU Resources in 1997, revenues were about $607 million and earnings were at $54 million. Revenues last year were $3.5 billion and earnings were $274.4 million. Martin would be the first person to credit his management team and his employees for this success, but his strong leadership, unwavering integrity and commitment to the corporation's vision statement are truly what made everything come together." White joined MDU Resources as vice president of corporate development in 1991 and advanced to senior vice president of corporate development. He was named president and CEO of MDU Resources in 1997 and chairman of the board in 2001. Before joining MDU Resources, he founded a consulting company and established a South American mining venture. Prior to that he worked for 22 years for an energy company based in Montana, eventually managing its mining, oil production, technology and real estate subsidiaries. He received a bachelor's degree in mathematics and economics from Montana State University and attended Harvard University's Advanced Management Program and Senior Executive Update. Forbes Magazine named MDU Resources the best-managed utility company in the nation in 2003, and in 2004 White was named one of the Four Best Executives in the country at the Second Annual American Business Awards. He received North Dakota's Governor's Choice for Economic Development Ambassador of the Year Award in 2004 and the Greater North Dakotan award in 2005. White is chairman of the North Dakota Economic Development Foundation and the Bismarck-based University of Mary's Board of Trustees, serves on the Plum Creek Timber Co. board and the 1st Interstate Bank board. He is currently serving as co-chairman of the United Way Campaign. He also has served as chairman of the executive council of the Conference Board and on the North Dakota Lewis & Clark Bicentennial Foundation Board. 8 EX-99.2 4 ex99-2.txt PRESS RELEASE Exhibit 99.2 Press Release Announcing Retirement of Robert L. Nance 9 MDU Resources Director Nance Retires BISMARCK, N.D. - Aug. 17, 2006 -- MDU Resources Group, Inc. (NYSE:MDU) announces the retirement of Robert L. Nance from its Board of Directors effective today. Nance has been a member of the MDU Resources board since 1993 and has served as a member of the Nominating and Governance Committee and of the Audit Committee. Nance's retirement is the result of a provision in the company's bylaws that requires that outside directors retire when they reach age 70. "Bob has a wealth of knowledge of the natural gas and oil industry, which has been invaluable to our corporation as we have grown that side of our business," said Martin White, chairman and chief executive officer of MDU Resources. "In addition to that, he also is a petroleum geology and technology expert. We will truly miss his expertise and his dedication to our stockholders, our customers and our employees." 10 EX-99.3 5 ex99-3.txt PRESS RELEASE Exhibit 99.3 Press Release Announcing Appointment of Terry D. Hildestad as President, CEO and Director 11 MDU Resources Names Hildestad President, CEO and Director BISMARCK, N.D. - Aug. 17, 2006 -- MDU Resources Group, Inc. (NYSE:MDU) announced today the appointment of Terry D. Hildestad, 57, to the position of president and chief executive officer for the corporation and named him to the MDU Resources Board of Directors. Hildestad has been serving as president and chief operating officer for the corporation since May 1, 2005. Hildestad replaces Martin A. White, who retired today from his position of chairman and chief executive officer. Harry J. Pearce, lead director, was elected chairman of the board. "Terry will do an outstanding job as chief executive of MDU Resources," said White. "We have been working closely together for the past year, and I have every confidence in his ability to lead this corporation to even greater success. He has deep knowledge of our operating companies, and he is committed to creating superior shareholder value by focusing on selective acquisitions and measured organic growth. He is dedicated to excellent customer service, to administrative efficiency and to making our corporation a safe and great place to work." Pearce said, "The board conducted an extensive selection process, and we were impressed with Terry's experience and his ability to lead an organization through a time of tremendous earnings and operational growth. When he served as president and CEO of Knife River Corporation, it assimilated more than 50 companies and had more than $1.3 billion in revenues with consistent growth in profits. He has served as a studious and thoughtful mentee for the past year under Martin's mentorship and did a wonderful job as president and COO. We look forward to working with him as we enter the next generation of growth for MDU Resources." Hildestad began his career with the company in 1974 at Knife River, the construction materials and mining subsidiary of MDU Resources, where he served in several operating positions before becoming its president in 1991. A North Dakota native, Hildestad holds a bachelor's degree from Dickinson (N.D.) State University and has completed the Advanced Management Program at Harvard School of Business. He serves on the Western North Dakota US Bank Advisory Board and on the Dickinson State University Foundation Board. Hildestad and his wife, Katharine, have three children and two grandchildren. 12 EX-99.4 6 ex99-4.txt PRESS RELEASE Exhibit 99.4 Press Release Announcing Election of Harry J. Pearce as Chairman of the Board 13 MDU Resources Names Pearce Chairman of the Board BISMARCK, N.D. - Aug. 17, 2006 -- MDU Resources Group, Inc. (NYSE:MDU) announced today the election of Harry J. Pearce, 63, lead director, to the position of chairman of the board. Pearce replaces Martin A. White, who retired today as chairman and chief executive officer. Terry D. Hildestad was named president and chief executive officer for the corporation and was also named to the board. "Harry is the ideal person to be MDU Resources' next chairman," said White. "In his career, Harry rose to the heights of success in corporate America, and he did it while maintaining the highest standards of integrity. He gained the respect of all those who came in contact with him. On our board, Harry has shown visionary leadership in many areas, but especially in corporate governance, director education, performance-based compensation and risk management. His dedication to MDU Resources' shareholders, customers and employees is evident in everything he does, and I am confident he will guide the corporation to accomplish great things in the coming years." Pearce, a North Dakota native, has served on MDU Resources' board since 1997, serving on the Audit Committee and the Nominating and Governance Committee as well as serving as a member and chairman of the Compensation Committee. He was elected vice chairman in 2000 and lead director in 2001. As a senior partner in the law firm of Pearce & Durick in Bismarck, Pearce represented General Motors and other industrial companies nationwide in product liability cases for 15 years. He went to work for GM, starting as associate general counsel in October 1985, rising to vice president and general counsel, executive vice president and finally vice chairman and director. He retired from that position in 2001 and was elected chairman of the Hughes Electronics Corporation Board of Directors, an office he held until May 2003. In addition to his service to MDU Resources, Pearce currently serves as chairman of the board for Nortel Networks Corp., chairman of The Marrow Foundation, chairman of the National Defense University Foundation and president of the Leukemia & Lymphoma Society Research Foundation. He serves on the boards of Marriott International, Inc., Howard University and Northwestern University. He is a fellow of the American College of Trial Lawyers and a member of the International Society of Barristers. He is a founding member of the Minority Counsel Demonstration Program of the American Bar Association's Commission on Opportunities for Minorities in the Profession. 14 -----END PRIVACY-ENHANCED MESSAGE-----