SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 16, 2003
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
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
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MDU Resources Group, Inc. (the "Company") and UBS Securities LLC (the
"Underwriter") entered into an Underwriting Agreement, dated December 16, 2003
(the "Underwriting Agreement"), with respect to the issue and sale by the
Company and the purchase by the Underwriter of $30.0 million aggregate principal
amount of the Company's 5.98% Senior Notes due 2033 (the "Senior Notes") in an
underwritten public offering (the "Offering"). The Offering of the Senior Notes
is made under the Company's shelf registration statement on Form S-3
(Registration No. 333-104150), as amended, which became effective on September
26, 2003 (the "Registration Statement"), as supplemented by a prospectus
supplement, dated December 16, 2003, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Underwriting Agreement relating to the Offering is filed as
Exhibit 1 to this current report on Form 8-K. The opinions of Lester H. Loble,
II, Esq., General Counsel to the Company, and Thelen Reid & Priest LLP, counsel
to the Company, regarding the validity of the Senior Notes issued pursuant to
the Offering are filed as Exhibits 5(a)-1 and 5(b)-1 hereto, respectively. These
opinions are being filed as exhibits to this current report on Form 8-K in lieu
of filing them as exhibits to the Registration Statement by means of a
post-effective amendment. Instead, upon filing, this current report on Form 8-K
is incorporated by reference into the Registration Statement. Accordingly, such
exhibits are also incorporated by reference into the Registration Statement as
exhibits thereto. The consents of Lester H. Loble, II, Esq. and Thelen Reid &
Priest LLP are filed as Exhibits 23(a)-1 and 23(b)-1 hereto, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
1. Underwriting Agreement entered into between MDU Resources
Group, Inc. and UBS Securities LLC
5(a)-1 Opinion of Lester H. Loble, II, Esq., General Counsel to MDU
Resources Group, Inc.
5(b)-1 Opinion of Thelen Reid & Priest LLP, counsel to MDU
Resources Group, Inc.
23(a)-1 The consent of Lester H. Loble, II, Esq. is contained in his
opinion filed as Exhibit 5(a)-1 to this current report on
Form 8-K
23(b)-1 The consent of Thelen Reid & Priest LLP is contained in its
opinion filed as Exhibit 5(b)-1 to this current report on Form
8-K
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 17, 2003
MDU RESOURCES GROUP, INC.
By: /s/ Warren L. Robinson
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Warren L. Robinson
Executive Vice President,
Treasurer and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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1. Underwriting Agreement entered into by MDU Resources Group,
Inc. and UBS Securities LLC.
5(a)-1 Opinion of Lester H. Loble, II, Esq., General Counsel to
MDU Resources Group, Inc.
5(b)-1 Opinion of Thelen Reid & Priest LLP, counsel to MDU
Resources Group, Inc.