Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MDU RESOURCES GROUP, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
552690109
(CUSIP Number)
Keith Meister
Patrick J. Dooley, Esq.
Corvex Management LP
667 Madison Avenue
New York, NY 10065
(212) 474-6700
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
N/A
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
||||||||
|
CUSIP No. 552690109
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
1.
|
|
Name of Reporting Person:
CORVEX MANAGEMENT LP
|
||||||||
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☒
|
||||||||
|
|
3.
|
|
SEC Use Only:
|
||||||||
|
|
4.
|
|
Source of Funds (See Instructions):
AF
|
||||||||
|
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||||||
|
|
6.
|
|
Citizenship or Place of Organization:
DELAWARE
|
||||||||
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
10,147,041*
|
||||||
|
|
|
8.
|
|
Shared Voting Power:
0
|
|||||||
|
|
|
9.
|
|
Sole Dispositive Power:
10,147,041*
|
|||||||
|
|
|
10.
|
|
Shared Dispositive Power:
0
|
|||||||
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
10,147,041*
|
||||||||
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||||||
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11):
4.99%*
|
||||||||
|
|
14.
|
|
Type of Reporting Person (See Instructions):
PN, IA
|
||||||||
|
|
*
|
In addition, accounts of certain private investment funds for which Corvex Management LP (“Corvex”) acts as investment adviser have entered into cash-settled total return swaps, representing economic exposure to
1,194,435 shares, or 0.59% of the outstanding shares, as described in Item 6.
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|
||||||||
|
CUSIP No. 552690109
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
1.
|
|
Name of Reporting Person:
KEITH MEISTER
|
||||||||
|
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☒
|
||||||||
|
|
3.
|
|
SEC Use Only:
|
||||||||
|
|
4.
|
|
Source of Funds (See Instructions):
AF
|
||||||||
|
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||||||
|
|
6.
|
|
Citizenship or Place of Organization:
United States
|
||||||||
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
10,147,041*
|
||||||
|
|
|
8.
|
|
Shared Voting Power:
0
|
|||||||
|
|
|
9.
|
|
Sole Dispositive Power:
10,147,041*
|
|||||||
|
|
|
10.
|
|
Shared Dispositive Power:
0
|
|||||||
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
||||||||
|
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||||||
|
|
13.
|
|
Percent of Class Represented by Amount in Row (11):
4.99%*
|
||||||||
|
|
14.
|
|
Type of Reporting Person (See Instructions):
IN, HC
|
||||||||
|
|
*
|
In addition, accounts of certain private investment funds for which Corvex acts as investment adviser have entered into cash-settled total return swaps representing economic exposure to 1,194,435 shares, or 0.59%
of the outstanding shares, as described in Item 6.
|
|||||||||
This Amendment No. 1 supplements the information set forth in the Schedule 13D dated August 8, 2022, filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission (the “Schedule
13D”) relating to the shares of common stock, par value $1.00 per share (the “Shares”), of MDU Resources Group Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares over which they exercise beneficial ownership in the belief that the Shares are undervalued and are an attractive investment.
The Reporting Persons believe the decision by the Issuer’s Board of Directors (the “Board”) announced in a November 3, 2022 press release to review strategic alternatives for MDU
Construction Services Group, Inc. with the goal of creating two pure-play companies: Knife River, a leading construction aggregates business, and a separate regulated energy distribution company, is the right strategic step for the Issuer. The
separation will in our view best position the companies to capitalize on the significant growth and margin expansion opportunities available. We believe this transaction represents progress toward unlocking the full potential of the Issuer’s
assets. We look forward to continuing to work constructively with the Issuer to help position each of the two pure play companies for maximizing their long term potential.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s
financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions,
take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other
instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or
otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Date: November 3, 2022
|
|
|
|
CORVEX MANAGEMENT LP
|
||
|
|
|
|
|
|||
|
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
|
Keith Meister
|
|
|
|
|
|
|
|
Managing Partner
|
|
|
|
|
||||
|
Date: November 3, 2022
|
|
|
|
KEITH MEISTER
|
||
|
|
|
|
|
|||
|
|
|
|
|
By:
|
|
/s/ Keith Meister
|
|
|
|
|
|
|
|
Keith Meister
|