CERTIFICATE OF ADJUSTMENT TO PURCHASE PRICE AND REDEMPTION PRICE as amended and restated pursuant to the Rights Agreement, dated as of November 12, 1998 (“Rights Agreement”), between MDU Resources Group, Inc. and Wells Fargo Bank, N.A. (f/k/a Wells...
CERTIFICATE
OF ADJUSTMENT
TO
PURCHASE PRICE AND REDEMPTION PRICE
as
amended and restated
pursuant
to the Rights Agreement, dated as of November 12, 1998
(“Rights
Agreement”), between MDU Resources Group, Inc.
and
Xxxxx Fargo Bank, N.A. (f/k/a Xxxxx Fargo Bank Minnesota, N.A.), Rights
Agent
The
undersigned, MDU Resources Group, Inc., a Delaware corporation (the “Company”),
does hereby certify, pursuant to Section 12 of the Rights Agreement,
that:
| · |
on
July 26, 2006 (the “Effective Date”), for shareholders of record on July
12, 2006, the Company split its common stock, $1.00 per share, and
the
preference share purchase rights appurtenant thereto (“Common Stock”), on
a three-for-two basis (“Stock Split”);
|
| · |
pursuant
to Section 11(n) of the Rights Agreement, as of the Effective Date,
each
holder of a Right (as defined in the Rights Agreement) will have
the right
to purchase from the Company four-ninths of one one-thousandths
of a share
of Series B Preference Stock, without par value, of the Company,
at a
purchase price of $125 per one one-thousandths of a share of Series
B
Preference Stock; and
|
| · |
pursuant
to Section 23(a) of the Rights Agreement, as of the Effective Date,
each
Right shall be redeemable by the Company at a redemption price of
$.00444
per Right.
|
This
adjustment to the Rights Agreement is the result of this Stock Split and
a
similar three-for-two stock split in 2003. This Certificate of Adjustment
to
Purchase Price and Redemption Price amends and restates the Certificate of
Amendment to Purchase Price and Redemption Price, dated October 29, 2003,
as
amended and restated, on February 2, 2004.
IN
WITNESS WHEREOF,
this
certificate has been duly executed on July 26, 2006.
MDU
RESOURCES GROUP, INC.
By:
/s/
XXXXXX X. XXXXX
Xxxxxx
X.
Xxxxx
Executive
Vice
President, Treasurer
and
Chief
Financial Officer
