As filed with the Securities and Exchange Commission on August 27, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MDU RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware No. 41-0423660
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Schuchart Building
918 East Divide Avenue, P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices, including zip code)
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MDU RESOURCES GROUP, INC.
NON-EMPLOYEE DIRECTOR STOCK
COMPENSATION PLAN
(Full title of the plan)
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Martin A. White Warren L. Robinson
Chairman of the Board, Executive Vice President and Chief Elizabeth W. Powers, Esq.
President and Chief Executive Officer Financial Officer LeBoeuf, Lamb, Greene & MacRae, L.L.P.
MDU Resources Group, Inc. MDU Resources Group, Inc. 125 West 55th Street
Schuchart Building Schuchart Building New York, New York 10019
918 East Divide Avenue, P.O. Box 5650 918 East Divide Avenue, P.O. Box 5650 (212) 424-8000
Bismarck, North Dakota 58506-5650 Bismarck, North Dakota 58506-5650
(701) 222-7900 (701) 222-7900
(Name, address and telephone number, including area code, of agents for service)
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CALCULATION OF REGISTRATION FEE
========================= ===================== ====================== ====================== ======================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee
------------------------- --------------------- ---------------------- ---------------------- ----------------------
Common Stock, 400,000 shares $24.81 $9,924,000 $1,257.37
$1.00 par value
------------------------- --------------------- ---------------------- ---------------------- ----------------------
Preference Share 400,000 rights -- -- -- (3)
Purchase Rights
========================= ===================== ====================== ====================== ======================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
(2) Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated reporting system on August 23,
2004, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.
(3) 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 rights, if any, is reflected in the
market price of the common stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference in this registration statement the following
documents we have filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended:
1. MDU Resources' Annual Report on Form 10-K for the year ended December
31, 2003, filed February 27, 2004 (SEC File No. 1-3480);
2. MDU Resources' Quarterly Report on Form 10-Q for the quarter ended March
31, 2004, filed May 7, 2004 (SEC File No. 1-3480);
3. MDU Resources' Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, filed August 6, 2004 (SEC File No. 1-3480);
4. MDU Resources' Registration Statement on Form 8-A, filed September 21,
1994, as amended by Amendment No. 1 thereto, filed March 23, 2000, Amendment No.
2 thereto, filed March 10, 2003 and Amendment No. 3 thereto, filed January 21,
2004 (SEC File No. 1-3480); and
5. MDU Resources' Registration Statement on Form 8-A, filed November 12,
1998, as amended by Amendment No. 1 thereto, filed March 23, 2000 (SEC File No.
1-3480).
All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, other than any information we furnish, rather
than file, with the Securities and Exchange Commission pursuant to certain items
of Form 8-K, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 5. Interests of Named Experts and Counsel.
Paul K. Sandness, General Counsel and Secretary of the Company, whose
opinion with respect to the common stock and rights is filed as Exhibit 5(a)
hereto, is an officer of the Company and owns, as of August 20, 2004,
approximately 3,513 shares of common stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.
II-1
The consolidated financial statements and the related consolidated
financial statement schedule for the years ended December 31, 2003 and 2002,
incorporated by reference from our Annual Report on Form 10-K for the year ended
December 31, 2003, have been audited by Deloitte & Touche LLP, independent
registered public accounting firm, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the application of procedures relating to certain adjustments,
disclosures and reclassifications of consolidated financial statement amounts
related to the 2001 consolidated financial statements that were audited by other
auditors who have ceased operations and for which they have expressed no opinion
or other form of assurance other than with respect to such adjustments,
disclosures and reclassifications, specifically as it relates to adjustments
resulting from the Company's October 29, 2003 stock split as described in Note
11; disclosures related to the Company's adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, as
described in Note 3; reclassifications resulting in additional disclosures of
revenues and operations and maintenance expenses in the consolidated financial
statements as described in Note 1; and disclosures related to the Company's
adoption of SFAS No. 143, Asset Retirement Obligations, as described in Note 9
to the consolidated financial statements; and an explanatory paragraph
concerning the Company's changes in accounting for asset retirement obligations
and goodwill), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The consolidated financial statements and schedule as of December 31, 2001
and for the year ended December 31, 2001 incorporated by reference from our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, were
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto (which express an unqualified opinion and/or
include an explanatory paragraph relating to the adoption of a new accounting
principle), and have been so incorporated in reliance upon the reports and upon
the authority of that firm as experts in accounting and auditing in giving the
reports. On February 14, 2002, we dismissed Arthur Andersen LLP as our
independent public accounting firm, and on March 25, 2002, we hired Deloitte &
Touche LLP as our independent auditors for the 2002 fiscal year. Since that
time, Arthur Andersen LLP was convicted on federal charges of obstruction of
justice, and in August 2002, Arthur Andersen LLP ceased performing auditing
services worldwide. These events may materially and adversely affect the ability
of Arthur Andersen LLP to satisfy all of its existing and future obligations,
including claims under the federal securities laws. Accordingly, purchasers of
common stock pursuant to the plan may be limited in their ability to recover
damages from Arthur Andersen LLP for any claims that may arise out of Arthur
Andersen LLP's audit of our financial statements. In addition, we were not able
to obtain the consent of Arthur Andersen LLP as required by Section 7 of the
Securities Act to the incorporation by reference of their reports on the audited
financial statements and schedule into the registration statement. As a result
of Arthur Andersen LLP not having provided a consent, the ability of purchasers
of our common stock pursuant to the plan to assert claims and seek remedies
against Arthur Andersen LLP may be limited with respect to their reports,
particularly those remedies arising under Section 11 of the Securities Act.
II-2
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws include the following provision:
7.07 Indemnification of Officers, Directors, Employees and Agents;
Insurance.
(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted
in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation, unless and only to the
extent that the Court of Chancery or the court in which such
action or suit was brought, shall determine upon application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
II-3
(c) To the extent that a present or former director, officer,
employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct as set forth in
subsections (a) and (b) of this Section. Such determination shall
be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than
a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by a present or
former officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall
be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in
this Section. Once the Corporation has received the undertaking,
the Corporation shall pay the officer or director within 30 days
of receipt by the Corporation of a written application from the
officer or director for the expenses incurred by that officer or
director. In the event the Corporation fails to pay within the
30-day period, the applicant shall have the right to sue for
recovery of the expenses contained in the written application
and, in addition, shall recover all attorneys' fees and expenses
incurred in the action to enforce the application and the rights
granted in this Section 7.07. Expenses (including attorneys'
fees) incurred by other employees and agents shall be paid upon
such terms and conditions, if any, as the Board of Directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall
not be deemed exclusive of any other rights to which those
seeking indemnity or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while
holding such office.
II-4
(g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such
liability under the provisions of this Section.
(h) For the purposes of this Section, references to "the Corporation"
include all constituent corporations absorbed in a consolidation
or merger, as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at
the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the
resulting or surviving corporation as such person would if such
person had served the resulting or surviving corporation in the
same capacity.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the Securities Act
of 1933. The Company maintains liability insurance protecting it, as well as its
directors and officers, against liability by reason of their being or having
been directors or officers.
II-5
Item 8. Exhibits.
*4(a) Restated Certificate of Incorporation of the Company, as
amended, filed as Exhibit 3(a) to Amendment No. 1 to
Registration Statement on Form S-3, on June 13, 2003 in
Registration No. 333-104150.
*4(b) By-laws of the Company, as amended to date, filed as Exhibit
3.3 to Amendment No. 2 to Form 8-A/A on March 10, 2003 in
File No. 1-3480.
*4(c) 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.
*4(d) Certificate of Adjustment to Purchase Price and Redemption
Price, as amended and restated, pursuant to the Rights
Agreement, dated as of November 12, 1998, filed as Exhibit
4(e) to the Annual Report on Form 10-K for the year ended
December 31, 2003, on February 27, 2004 in File No. 1-3480.
*4(e) 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 Fiftieth 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) to Form S-3, on July 29, 1993 in Registration No.
33-66682; as Exhibits 4(e), 4(f) and 4(g) to Form S-8, on
October 29, 1992 in Registration No. 33-53896; Exhibit 4(c)(i)
to Form S-3, on November 7, 2000 in Registration No.
333-49472; and Exhibit 4(e) to Form S-8, on January 21, 2004
in Registration No. 333-112035.
*4(f) Indenture, dated as of December 15, 2003, between the Company
and The Bank of New York, as trustee, filed as Exhibit 4(f) to
Form S-8, on January 21, 2004 in Registration No. 333-112035.
*4(g) Officer's Certificate, dated as of December 23, 2003,
establishing the Form and Certain Terms of the 5.98% Senior
Notes due 2033, filed as Exhibit 4(g) to Form S-8, on January
21, 2004 in Registration No. 333-112035.
5(a) Opinion of Paul K. Sandness, Esq., General Counsel to the
Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to
the Company.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Paul K. Sandness, Esq. (contained in opinion filed
as Exhibit 5(a) hereto).
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained
in opinion filed as Exhibit 5(b) hereto).
II-6
24 Power of Attorney (see signature pages).
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*Incorporated herein by reference as indicated.
Arthur Andersen LLP has not consented to the incorporation by reference of their
audit report, dated January 23, 2002, in this Registration Statement on Form
S-8, and the Company has dispensed with the requirement to file their consent in
reliance on Rule 437a under the Securities Act of 1933, as amended.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934, that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-7
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-8
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named on the cover of this
registration statement, and each of them severally, as his attorney-in-fact to
sign in his 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
the authority to sign and file any such amendments in its name and behalf.
SIGNATURES
The Registrant. 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-8 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 26th day
of August, 2004.
MDU RESOURCES GROUP, INC.
By: /s/ Martin A. White
---------------------------------------
Martin A. White
Chairman of the Board,
President and Chief Executive Officer
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 date indicated.
Signature Title Date
/s/ Martin A. White Chief Executive Officer and August 26, 2004
-------------------------------
Martin A. White Director
(Chairman of the Board,
President and Chief Executive
Officer)
/s/ Warren L. Robinson Chief Financial Officer August 26, 2004
-------------------------------
Warren L. Robinson
(Executive Vice President
and Chief Financial Officer)
II-9
Signature Title Date
/s/ Vernon A. Raile Chief Accounting Officer August 26, 2004
-------------------------------
Vernon A. Raile
(Senior Vice President and
Chief Accounting Officer)
/s/ Harry J. Pearce Lead Director August 26, 2004
-------------------------------
Harry J. Pearce
/s/ Bruce R. Albertson Director August 26, 2004
-------------------------------
Bruce R. Albertson
/s/ Thomas Everist Director August 26, 2004
-------------------------------
Thomas Everist
/s/ Dennis W. Johnson Director August 26, 2004
-------------------------------
Dennis W. Johnson
/s/ Patricia L. Moss Director August 26, 2004
-------------------------------
Patricia L. Moss
/s/ Robert L. Nance Director August 26, 2004
-------------------------------
Robert L. Nance
/s/ John L. Olson Director August 26, 2004
-------------------------------
John L. Olson
/s/ Homer A. Scott, Jr. Director August 26, 2004
-------------------------------
Homer A. Scott, Jr.
/s/ Sister Thomas Welder Director August 26, 2004
-------------------------------
Sister Thomas Welder
/s/ John K. Wilson Director August 26, 2004
-------------------------------
John K. Wilson
II-10
EXHIBIT INDEX
*4(a) Restated Certificate of Incorporation of the Company, as
amended, filed as Exhibit 3(a) to Amendment No. 1 to
Registration Statement on Form S-3, on June 13, 2003 in
Registration No. 333-104150.
*4(b) By-laws of the Company, as amended to date, filed as Exhibit
3.3 to Amendment No. 2 to Form 8-A/A on March 10, 2003 in
File No. 1-3480.
*4(c) 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.
*4(d) Certificate of Adjustment to Purchase Price and Redemption
Price, as amended and restated, pursuant to the Rights
Agreement, dated as of November 12, 1998, filed as Exhibit
4(e) to the Annual Report on Form 10-K for the year ended
December 31, 2003, on February 27, 2004 in File No. 1-3480.
*4(e) 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 Fiftieth 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) to Form S-3, on July 29, 1993 in Registration No.
33-66682; as Exhibits 4(e), 4(f) and 4(g) to Form S-8, on
October 29, 1992 in Registration No. 33-53896; Exhibit 4(c)(i)
to Form S-3, on November 7, 2000 in Registration No.
333-49472; and Exhibit 4(e) to Form S-8, on January 21, 2004
in Registration No. 333-112035.
*4(f) Indenture, dated as of December 15, 2003, between the Company
and The Bank of New York, as trustee, filed as Exhibit 4(f) to
Form S-8, on January 21, 2004 in Registration No. 333-112035.
*4(g) Officer's Certificate, dated as of December 23, 2003,
establishing the Form and Certain Terms of the 5.98% Senior
Notes due 2033, filed as Exhibit 4(g) to Form S-8, on January
21, 2004 in Registration No. 333-112035.
5(a) Opinion of Paul K. Sandness, Esq., General Counsel to the
Company.
5(b) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to
the Company.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Paul K. Sandness, Esq. (contained in opinion filed
as Exhibit 5(a) hereto).
23(c) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained
in opinion filed as Exhibit 5(b) hereto).
24 Power of Attorney (see signature pages).
---------------------
*Incorporated herein by reference as indicated.