Delaware
(State
of Incorporation or Organization)
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41-0423660
(I.R.S.
Employer Identification No.)
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1200
West Century Avenue
P.O.
Box 5650
Bismarck,
ND
(Address
of Principal Executive Offices)
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58506-5650
(Zip
Code)
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If
this form relates to the registration of a class of securities
pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to
General
Instruction A.(c), check the following box. [x]
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If
this form relates to the registration of a class of securities
pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to
General
Instruction A.(d), check the following
box. [ ]
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Securities
Act registration statement file number to which this form relates: ______________________
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(if
applicable)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
to
be so Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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Common
Stock, $1.00 par value
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New
York Stock Exchange
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Securities
to be registered pursuant to Section 12(g) of the Act:
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None
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Item
1.
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Description
of Registrant's Securities to be
Registered.
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·
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500,000
shares of preferred
stock, $100 par value;
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·
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1,000,000
shares of preferred
stock A, without par value;
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·
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500,000
shares of preference
stock, without par value; and
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·
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500,000,000
shares of common
stock, $1.00 par value.
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·
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The
consideration to be received by us or our stockholders in connection
with
the business combination in relation not only to the then current
market
price for our outstanding capital stock, but also to the market price
for
our capital stock over a period of years, the estimated price that
might
be achieved in a negotiated sale of us as a whole or in part through
orderly liquidation, the premiums over market price for the securities
of
other corporations in similar transactions, current political, economic
and other factors bearing on securities prices and our financial
condition, future prospects and future value as an independent
corporation;
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·
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The
character, integrity and business philosophy of the other party or
parties
to the business combination transaction and the management of that
party
or those parties;
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·
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The
business and financial conditions and earnings prospects of the other
party or parties to the business combination transaction, including,
but
not limited to, debt service and other existing or likely financial
obligations of that party or those parties, the intention of the
other
party or parties to the business combination transaction regarding
the use
of our assets to finance the acquisition, and the possible effect
of the
conditions upon us and our subsidiaries and the other elements of
the
communities in which we and our subsidiaries operate or are
located;
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·
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The
projected social, legal and economic effects of the proposed action
or
transaction upon us or our subsidiaries, employees, suppliers, customers
and others having similar relationships with us, and the communities
in
which we and our subsidiaries do
business;
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·
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The
general desirability of our continuance as an independent entity;
and
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·
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Such
other factors as the continuing directors may deem
relevant.
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Item
2.
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Exhibits.
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3.1
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Restated
Certificate of Incorporation of MDU Resources Group, Inc., dated
as of May
17, 2007.
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*3.2
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Company
Bylaws, as amended, filed in Exhibit 3.1 to Form 8-K dated November
16,
2006, filed on November 22, 2006.
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*3.3
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Rights
Agreement, dated as of November 12, 1998, between the Company and
Norwest
Bank Minnesota, N.A. (now, Wells Fargo Bank, N.A.), Rights Agent,
filed as
Exhibit 4.1 to Form 8-A on November 12, 1998, in File No.
1-3480.
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*3.4
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Certificate
of Adjustment to Purchase Price and Redemption Price, as amended
and
restated, pursuant to the Rights Agreement, filed as Exhibit 4(c)
to Form
10-Q for the quarter ended June 30, 2006, filed on August 4, 2006,
in File
No. 1-3480.
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*3.5
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Certificate
of Designations of Series B Preference Stock of MDU Resources Group,
Inc.,
as amended, filed as Exhibit 3(a) to Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002, in File No.
1-3480.
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*3.6
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Indenture
of Mortgage, dated as of May 1, 1939, as restated in the Forty-fifth
Supplemental Indenture, dated as of April 21, 1992 and the Forty-sixth
through Forty-ninth Supplements thereto, between the Company and
the New
York Trust Company (The Bank of New York, successor Corporate Trustee)
and
A.C. Downing (Douglas J. MacInnes, successor Co-Trustee), filed as
Exhibit
4(a) in Registration No. 33-66682, and as Exhibits 4(e), 4(f) and
4(g) in
Registration No. 33-53896 and Exhibit 4(c)(i) in Registration No.
333-49472.
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*3.7
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Fiftieth
Supplemental Indenture, dated as of December 15, 2003, filed as Exhibit
3.5 to Form 8-A/A filed January 21, 2004 in File No.
1-03480.
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MDU Resources Group, Inc. | |||
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By:
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/s/ Doran N. Schwartz | |
Doran N. Schwartz | |||
Vice President and Chief Accounting Officer | |||
Date: June
27, 2007
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*3.2
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Company
Bylaws, as amended, filed in Exhibit 3.1 to Form 8-K dated November
16,
2006, filed on November 22, 2006.
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*3.3
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Rights
Agreement, dated as of November 12, 1998, between the Company and
Norwest
Bank Minnesota, N.A. (now, Wells Fargo Bank, N.A.), Rights Agent,
filed as
Exhibit 4.1 to Form 8-A on November 12, 1998, in File No.
1-3480.
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*3.4
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Certificate
of Adjustment to Purchase Price and Redemption Price, as amended
and
restated, pursuant to the Rights Agreement, filed as Exhibit 4(c)
to Form
10-Q for the quarter ended June 30, 2006, filed on August 4, 2006,
in File
No. 1-3480.
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*3.5
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Certificate
of Designations of Series B Preference Stock of MDU Resources Group,
Inc.,
as amended, filed as Exhibit 3(a) to Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002, in File No.
1-3480.
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*3.6
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Indenture
of Mortgage, dated as of May 1, 1939, as restated in the Forty-fifth
Supplemental Indenture, dated as of April 21, 1992 and the Forty-sixth
through Forty-ninth Supplements thereto, between the Company and
the New
York Trust Company (The Bank of New York, successor Corporate Trustee)
and
A.C. Downing (Douglas J. MacInnes, successor Co-Trustee), filed as
Exhibit
4(a) in Registration No. 33-66682, and as Exhibits 4(e), 4(f) and
4(g) in
Registration No. 33-53896 and Exhibit 4(c)(i) in Registration No.
333-49472.
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*3.7
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Fiftieth
Supplemental Indenture, dated as of December 15, 2003, filed as Exhibit
3.5 to Form 8-A/A filed January 21, 2004 in File No.
1-03480.
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