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) April 25, 2005 (April 19, 2005)
MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-3480 41-0423660
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Schuchart Building
918 East Divide 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) 222-7900
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))
Item 1.01. Entry into a Material Definitive Agreement.
On April 19, 2005, Fidelity Exploration & Production Company
(Fidelity), an indirect wholly owned subsidiary of MDU Resources Group,
Inc., signed Purchase and Sale Agreements to acquire natural gas and
oil properties from Smith Production Inc. (Smith) for an aggregate
cash purchase price of $145 million, subject to accounting and purchase
price adjustments customary for oil and natural gas acquisitions of
this type.
The acquisition is expected to close in May 2005, conditional
upon completion of a due diligence process, including environmental
reviews, and satisfaction of other standard closing conditions. Funds
for the acquisition are expected to be provided from a combination of
cash on hand and available debt capacity. Upon closing, the company
anticipates the acquisition will be accretive to earnings per share
and cash flow. The properties being acquired are located in south
Texas with primary production from the Frio and Vicksburg formations.
Smith will continue to operate one of the production fields and Fidelity
will operate the rest of the acquired properties.
This information includes certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934.
The forward-looking statements contained in this information, including
those with respect to the anticipated effect of the transaction upon
earnings per share and cash flow, are expressed in good faith and are
believed by the company to have a reasonable basis. Nonetheless, actual
results may differ materially from the projected results expressed in
the forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include the ability to effectively integrate the acquired
properties; fluctuations in natural gas and crude oil prices; fluctuations
in commodity price basis differentials; drilling successes in natural
gas and oil operations; the ability to contract for or to secure necessary
drilling rig contracts and to retain employees to drill for and develop
reserves; market demand for, and/or available supplies of, energy
products and services; and the effects on operations of extensive
environmental laws and regulations. For a discussion of other important
factors that could cause actual results to differ materially from those
expressed in the forward-looking statements, refer to Part I and Part II,
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors and Cautionary Statements that May
Affect Future Results, in the company's most recent Form 10-K and
Form 8-K filed April 19, 2005.
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.
MDU RESOURCES GROUP, INC.
Date April 25, 2005 BY /s/ Warren L. Robinson
Warren L. Robinson
Executive Vice President and
Chief Financial Officer