-----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, QSiOzWm7MH42jFNW+qQHVNOGBmQ7fLVVcwXpQZwC4G3aPsMpl4A5UT/TnqIBrZCH nLKF1/AJw2Nm92bP50Uh7A== 0000950120-02-000660.txt : 20021223 0000950120-02-000660.hdr.sgml : 20021223 20021223144150 ACCESSION NUMBER: 0000950120-02-000660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021223 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03480 FILM NUMBER: 02866684 BUSINESS ADDRESS: STREET 1: 918 EAST DIVIDE AVENUE CITY: BISMARCK STATE: ND ZIP: 58506-5650 BUSINESS PHONE: 7012227900 MAIL ADDRESS: STREET 1: 918 EAST DIVIDE 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 d508043.txt FORM 8-K 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 20, 2002 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 20, 2002, MDU Resources Group, Inc. announced that its Centennial Power, Inc. subsidiary entered into an agreement to purchase the 66.6-megawatt Mountain View wind powered electric generation facility from San Gorgonio Power Corporation. Incorporated by reference is a press release issued by MDU Resources Group, Inc. on December 20, 2002, regarding the acquisition, attached as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (c) Exhibits. 99. Press release issued December 20, 2002, regarding the acquisition of generating facilities. 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: December 23, 2002 MDU RESOURCES GROUP, INC. By: /s/ Warren L. Robsinson --------------------------- Warren L. Robinson Executive Vice President, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99. Press release issued December 20, 2002, regarding the acquisition of generating facilities. EX-99 3 exh99.txt PRESS RELEASE EXHIBIT 99 NEWS RELEASE [GRAPHIC OMITTED] [GRAPHIC OMITTED] MDU RESOURCES GROUP, INC. Schuchart Building 918 East Divide Avenue Mailing Address: P.O. Box 5650 Bismarck, ND 58506-5650 (701) 222-7900 MDU RESOURCES TO PURCHASE CALIFORNIA WIND GENERATION FACILITY BISMARCK, NORTH DAKOTA - DECEMBER 20, 2002 - MDU Resources Group, Inc. (NYSE:MDU) announced that its Centennial Power, Inc. subsidiary had entered into an agreement to purchase the 66.6-megawatt Mountain View wind powered electric generation facility, from San Gorgonio Power Corporation, an affiliate of PG&E National Energy Group for $102.5 million cash, subject to certain closing adjustments. The acquisition is subject to satisfaction of certain conditions including receipt of regulatory approvals from the Federal Energy Regulatory Commission and the Department of Justice under the Hart-Scott-Rodino Anti-Trust Improvement Act. Financial closing is expected to occur in early 2003. The project meets stated economic and financial objectives of MDU Resources for growth via acquisitions and is expected to be accretive to earnings. The Mountain View project is located in the San Gorgonio Pass, northwest of Palm Springs, Calif., one of the nation's prime wind energy development areas. The facilities consist of 111 Mitsubishi MWT-600 wind turbines and began commercial operation in September 2001. The project sells all of its output under a long-term contract with the California Department of Water Resources. SeaWest Wind Power, Inc. will continue to operate the facilities. "This project is an ideal one for us to become involved with since it supplies power to the California market under contract and has a reliable earnings stream that is unaffected by economic cycles," said Paul Gatzemeier, Centennial Power's vice president and general manager. "In addition, this project is environmentally sound, gives us more expertise in wind generation and diversifies our generation assets." The information in this release includes certain forward-looking statements, including statements by the vice president and general manager of Centennial Power, Inc. and a statement that the acquisition meets the stated economic and financial objectives of MDU Resources for growth via acquisitions, within the meaning of Section 21E of the Securities Exchange Act of 1934. Although the company believes that its expectations are based on reasonable assumptions, actual results may differ materially. Important factors that could cause actual results to differ materially from those in the forward-looking statements include operation of plant facilities, present or prospective generation, market demand for energy from plants or facilities, federal and California governmental policies and the ability to effectively integrate acquired operations. For further discussion, refer to MDU Resources' most recent Form 10-Q at Item 2 - Management's Discussion and Analysis - Safe Harbor for Forward-looking Statements. MDU Resources Group, Inc. provides energy, value-added natural resource products and related services that are essential to our country's energy, transportation and communication infrastructure. MDU Resources includes electric and natural gas utilities, a natural gas pipeline, utility services, natural gas and oil production, construction materials and mining, and energy services. For more information about MDU Resources, see the company's Web site at www.mdu.com or contact the investor relations department at investor@mduresources.com. Headquartered in Bethesda, Md., PG&E National Energy Group, Inc. develops, builds, owns and operates electric generating and natural gas pipeline facilities and provides energy trading, marketing and risk-management services. PG&E National Energy Group is a wholly-owned subsidiary of PG&E Corporation (NYSE: PCG). ************ Contacts: Warren L. Robinson - Executive Vice President, Treasurer and Chief Financial Officer (701) 222-7991 or Cathi Christopherson - Vice President, Corporate Communications (701) 222-7959 Sandra McDonough, 503/833-4601 or Megan Frey, 503/833-4603 - PG&E National Energy Group -----END PRIVACY-ENHANCED MESSAGE-----