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): July 21, 2005 MINN-DAK FARMERS COOPERATIVE - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) North Dakota 33-94644 23-7222188 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 7525 Red River Road Wahpeton, North Dakota 58075 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (701) 642-8411 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-2 under the Exchange Act (17 CFR 240.14a-2) 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 8.01 OTHER EVENTS. - --------- ------------- During a series of "shop meetings" held during the week of July 18, 2005 Minn-Dak Farmers Cooperative announced to the growers and shareholders in attendance its disappointment in the development of the 2005 crop of sugarbeets. It has become clear the excessive rainfall during May and June, 2005 has damaged the crop significantly. Although difficult to accurately estimate at this time, it is possible the total tonnage of sugarbeets harvested from the 2005 crop could be 30-40% less versus last year's sugarbeet tonnage of 2.29 million tons. If this reduced level of volume is realized it will be difficult for the cooperative to achieve a per ton payment, for the 2005 crop, equal to or exceeding the estimated 2004 crop payment of $35.02 per ton of sugarbeets delivered. 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, thereunto duly authorized. MINN-DAK FARMERS COOPERATIVE Dated: July 21, 2005 By /S/ David H. Roche ------------------------------------- David H. Roche President and Chief Executive Officer