As filed with the Securities and Exchange Commission on November 18, 2002
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MDU RESOURCES GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 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
(701) 222-7900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
MARTIN A. WHITE WARREN L. ROBINSON THOMAS J. IGOE, JR., ESQ.
President and Chief Executive Officer Executive Vice President, Treasurer and Thelen Reid & Priest LLP
MDU Resources Group, Inc. Chief Financial Officer 875 Third Avenue
Schuchart Building MDU Resources Group, Inc. New York, New York 10022
918 East Divide Avenue, P.O. Box 5650 Schuchart Building (212) 603-2000
Bismarck, North Dakota 58506-5650 918 East Divide Avenue, P.O. Box 5650
(701) 222-7900 Bismarck, North Dakota 58506-5650
(701) 222-7900
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF AGENTS FOR SERVICE)
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement, as determined by market
conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. | |
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| No. 333-49472
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | | _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |
CALCULATION OF REGISTRATION FEE
==============================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER UNIT PRICE FEE
--------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value 400,363 shares $23.42(1) $9,376,501.46(1) $862.64
Preference Share Purchase Rights 400,363 rights -- -- --(2)
--------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
on the average of the high and low prices of MDU Resources' Common Stock as
reported on the New York Stock Exchange composite tape on November 13,
2002.
(2) Since no separate consideration is paid for the Preference Share Purchase
Rights, the registration fee for such securities is included in the fee for
the Common Stock. The value attributable to the Preference Share Purchase
Rights, if any, is reflected in the market price of the Common Stock.
================================================================================
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of common stock of MDU Resources Group, Inc. and the
Preference Share Purchase Rights appurtenant thereto, pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and pursuant to General
Instruction IV to Form S-3. In accordance with Rule 462(b), this registration
statement incorporates by reference the contents of the registration statement
of MDU Resources Group, Inc. on Form S-3 (Reg. No. 333-49472) filed with the
Securities and Exchange Commission on November 7, 2000.
ITEM 16. EXHIBITS.*
Exhibit
No. Description
------- -----------
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to
MDU Resources Group, Inc.
5(b) Opinion of Thelen Reid & Priest LLP, counsel to MDU Resources
Group, Inc.
23 The consents of Lester H. Loble, II, Esq. and Thelen Reid &
Priest LLP are contained in their opinions filed as Exhibit
5(a) and Exhibit 5(b), respectively, to this Registration
Statement.
24 Power of Attorney is contained on the first of two signature
pages of this Registration Statement.
----------
* Requirement to file consent of Arthur Andersen LLP, former independent
public accountants to MDU Resources Group, Inc., dispensed with pursuant to
Rule 437a under the Securities Act.
SIGNATURES
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-3 and has duly caused this 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 18th day of
November, 2002.
MDU RESOURCES GROUP, INC.
By: /s/ Martin A. White
--------------------------------
Martin A. White
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as his/her attorney-in-fact to sign in
his/her name and behalf, in any and all capacities stated below, and to file
with the Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such Agent for Service as its attorney-in-fact with
like authority to sign and file any such amendment in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Martin A. White Chief Executive Officer November 18, 2002
----------------------------- and Director
Martin A. White
(Chairman of the Board,
President and
Chief Executive Officer)
/s/ Warren L. Robinson Chief Financial Officer November 18, 2002
-----------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and
Chief Financial Officer)
/s/ Vernon A. Raile Chief Accounting Officer November 18, 2002
-----------------------------
Vernon A. Raile
(Vice President, Controller
and Chief Accounting Officer)
/s/ Harry J. Pearce Lead Director November 18, 2002
-----------------------------
Harry J. Pearce
Signature Title Date
--------- ----- ----
/s/ Bruce R. Albertson Director November 18, 2002
-----------------------------
Bruce R. Albertson
/s/ Thomas Everist Director November 18, 2002
-----------------------------
Thomas Everist
/s/ Dennis W. Johnson Director November 18, 2002
-----------------------------
Dennis W. Johnson
/s/ Robert L. Nance Director November 18, 2002
-----------------------------
Robert L. Nance
/s/ John L. Olson Director November 18, 2002
-----------------------------
John L. Olson
/s/ Homer A. Scott, Jr. Director November 18, 2002
-----------------------------
Homer A. Scott, Jr.
/s/ Joseph T. Simmons Director November 18, 2002
-----------------------------
Joseph T. Simmons
/s/ Sister Tomas Welder Director November 18, 2002
-----------------------------
Sister Thomas Welder
EXHIBIT INDEX*
Exhibit No.
5(a) Opinion of Lester H. Loble, II, Esq., General Counsel to
MDU Resources.
5(b) Opinion of Thelen Reid & Priest LLP, counsel to MDU Resources.
23 The consents of Lester H. Loble, II, Esq. and Thelen Reid
& Priest LLP are contained in their opinions filed as Exhibit
5(a) and Exhibit 5(b), respectively, to this Registration
Statement.
24 Power of Attorney is contained on the first of two signature
pages of this Registration Statement.
----------
* Requirement to file consent of Arthur Andersen LLP, former independent
public accountants to MDU Resources Group, Inc., dispensed with pursuant to
Rule 437a under the Securities Act.