UNITED STATES
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) November 15, 2004
(November 11, 2004)
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)
(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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 11, 2004, the Board of Directors of MDU Resources Group, Inc.
(the "Company") named Bruce T. Imsdahl, age 56, who has been the President of
Montana-Dakota Utilities Co. and Great Plains Natural Gas Co., both of which are
utility divisions of the Company, to the additional position of Chief Executive
Officer for both utility divisions.
Mr. Imsdahl began his career with the Company in 1970. Through the years,
he advanced through various positions in power production at a number of the
Company's generating stations and in the corporate office before being named
Vice President - Power Supply of the utility operations in 1989. In 1991, he
assumed responsibility for natural gas supply as well, becoming Vice President -
Energy Supply. He was named Executive Vice President of the utility operations
in early 2003 and was named President later that year.
Consistent with its arrangements with other Company executives, in May 2004
the Company entered into a Change of Control Employment Agreement with Mr.
Imsdahl that provides certain protections to its executives in the event there
is a change of control of the Company. Specifically, the agreement provides for
a three-year employment period from the date of the change of control, during
which the executive is entitled to receive specified salary and bonus payments
and to participate in various benefit plans. The agreement also provides for
specified severance payments and benefits in the event the executive's
employment is terminated during the employment period (or, if connected to the
change in control, prior thereto) in certain circumstances. For further
information on the terms of these agreements with Mr. Ismdahl and other Company
executives, reference is made to the information under the heading "Change of
Control and Severance Agreements" on page 17 of the Company's March 12, 2004
proxy statement and to Mr. Imsdahl's agreement filed as Exhibit 10(c) to the
Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004.
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: November 15, 2004
MDU RESOURCES GROUP, INC.
By: /s/ Vernon A. Raile
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Vernon A. Raile
Senior Vice President
and Chief Accounting Officer