SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement | ||
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
þ Soliciting Material Under Rule 14a-12 |
Minnesota Corn Processors, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
INFORMATIONAL MEETINGS |
AGENDA Jerry Jacoby Outline of Proposal QUESTIONS....ANSWERS....DISCUSSION Jerry Jacoby Often Asked Questions & Concerns Dan Thompson Financial Reasons Why This Is A Good Offer |
Outline of Proposal..... Jerry Jacoby |
THE PROPOSAL IS $2.90 CASH FOR ALL CLASS A UNITS $2.90 CASH |
MERGER ????? |
3RD PARTY OFFERS |
SOME BACKGROUND HISTORY OF THE INDUSTRY & ADM'S INTEREST IN US |
BOARD HIRES OUTSIDE COUNSEL & INVESTMENT BANKING FIRMS |
DEFINITIVE AGREEMENT |
PROXY STATEMENT AND BALLOT |
INFORMATIONAL MEETINGS |
SPECIAL MEETING on SEPTEMBER 5TH |
POSITIVE VOTE |
LESS THAN A 2/3 MAJORITY VOTE |
YOUR BOARD RECOMMENDS A VOTE FOR THE PROPOSAL FOR |
Financial Reasons Why This Is A Good Offer..... Dan Thompson |
MCP LONG-TERM DEBT ANALYSIS In Millions |
MCP PROJECTIONS (As Of June 30, 2002) |
ETHANOL |
Source: McKeany-Flavell Company Inc. |
2004 3.4 2.9 2003 2.8 2.4 2002 2.4 2.1 CAP DEM Source: McKeany-Flavell Company Inc. |
Some Often Asked Questions & Concerns..... Jerry Jacoby |
If the merger is approved, when will the money be paid out? |
Will I get $2.90 for all of my units? |
HOW MUCH OF MCP IS ADM BUYING? |
In the Proxy Statement it says... Class A Members should be aware that some MCP directors have interests that are different than Class A members. What does that mean? |
Did the Board of Directors put an Executive Retention Plan into place? If yes, why & what are the details? |
If the Board says WE SHOULD SELL, then.... why is ADM BUYING? |
WHAT IS THE BOARD'S OPINION OF "THE DEAL"? |
YOUR TURN...... ANSWERS & DISCUSSION QUESTIONS |
ANSWERS & DISCUSSION QUESTIONS |
LEAVING YOUR PROXY CARD AT TODAY'S MEETING ? MAILING IN YOUR PROXY CARD MAILING AN ABSENTEE BALLOT ? ? ? |
RESULTS OF THE VOTE WILL BE ANNOUNCED ON SEPTEMBER 5TH.... AT THE SPECIAL MEETING BY SHAREHOLDER MAILING BY A PRESS RELEASE TO THE MEDIA |
Thank you for participating in today's meeting. Please be sure to vote! |