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) February 10, 2005 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 February 10, 2005, MDU Resources Group, Inc. (the "Company") announced the retirement of Homer A. Scott, Jr. from the Company's Board of Directors, effective February 10, 2005. The press release which is incorporated by reference herein is attached as Exhibit 99. ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits 99 Press Release issued February 10, 2005, regarding the retirement of Homer A. Scott, Jr. from the MDU Resources Group, Inc. Board of Directors. 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: February 11, 2005 MDU RESOURCES GROUP, INC. By: /s/ Vernon A. Raile --------------------------------- Vernon A. Raile Senior Vice President and Chief Accounting Officer EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 99 Press release issued February 10, 2005, regarding the retirement of Homer A. Scott, Jr. from the MDU Resources Group, Inc. Board of Directors.