UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended AUGUST 31, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------------- Commission File No. 33-94644 ------------------------- MINN-DAK FARMERS COOPERATIVE (Exact name of registrant as specified in its charter) North Dakota 23-7222188 (State of incorporation) (I.R.S. Employer Identification Number) 7525 Red River Road Wahpeton, North Dakota 58075 (701) 642-8411 (Address of principal executive offices) (Registrant's telephone number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES _X_ NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of November 21, 1996, 480 shares of the Registrant's Common Stock and 58,525 "units" of the Registrant's Preferred Stock, each consisting of 1 share of Class A Preferred Stock, 1 share of Class B Preferred Stock and 1 share of Class C Preferred Stock, were outstanding. There is only a limited, private market for shares of the Company's Common or Preferred Stock, as such shares may be held only by farmer-producers who are eligible for membership in the Company. The Company's shares are not listed for trading on any exchange or quotation system. Although transfers of the Company's shares may occur only with the consent of the Company's Board of Directors, the Company does not verify information regarding the transfer price in connection with such transfers. A number of stock transfers, representing approximately 6% of available stock, were not arms length (estate settlements, estate planning from one generation to the next, etc.) and an accurate value for that stock was not available. Management believes less than 1% of the Company's available stock was traded at arms length during the fiscal year ended 8-31-96. Of the stock transferred at arms length, the transfers were made during the second and third quarters of the Company's fiscal year and range in price from $2,300 to $2,500 per unit. DOCUMENTS INCORPORATED BY REFERENCE Certain exhibits to this Report are incorporated by reference from the Company's Registration Statement on Form S-1 (File number 33-94644), declared effective on September 11, 1995. EXPLANATION This Amendment No. 1 to the Annual Report on Form 10-K of Minn-Dak Farmers Cooperative (the "Company") for the fiscal year ended August 31, 1996 (the "1996 Form 10-K") is being made to disclose material terms of Coal Supply and Transportation Agreements to which the Company is a party, and to make corrections and revisions to certain of the redacted exhibits that are attached to the 1996 Form 10-K. PART I. ITEM 1. BUSINESS The following text should be added on page 10 of the original filing, before the heading "Company Districts": COAL SUPPLY AND TRANSPORTATION AGREEMENTS Minn-Dak uses large quantities of energy in its operations, principally for heating the cossettes, evaporating water from juices containing sugar, drying wet beet pulp and generating electrical power. The Company's factory burns coal as its primary source of energy. The Company presently obtains all of its coal from Montana pursuant to an exclusive Coal Supply Agreement dated August 14, 1995 with Kennecott Energy Company and Spring Creek Coal Company. This coal is transported from Montana to the Company's factory under an exclusive Coal Transportation Agreement dated August 14, 1995 with Northern Coal Transportation Company. The Coal Transportation Agreement will fulfill all of the Company's coal requirements. By their terms, each of these Agreements expires on July 31, 2005. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K FINANCIAL STATEMENT SCHEDULES None REPORTS ON FORM 8-K The Company was not required to and did not file any reports on Form 8-K during the three months ended August 31, 1996. EXHIBITS Index - ----- #3(i) Articles of Amendment to the Articles of Incorporation of Minn- Dak Farmers Cooperative *3(ii) Articles of Incorporation of Minn-Dak Farmers Cooperative #3(ii) Amended Bylaws of Minn-Dak Farmers Cooperative #10(a) Growers' Agreement (three-year Agreement) (example of agreement which each Shareholder is required to sign) *10(b) Uniform Member Marketing Agreement by and between United Sugars Corporation and Minn-Dak Farmers Cooperative #10(c) Supplement to Uniform Member Marketing Agreement by and between United Sugars Corporation and Minn-Dak Farmers Cooperative *10(d) Capitalization Agreement by and among Southern Minnesota Beet Sugar Cooperative, Minn-Dak Farmers Cooperative, American Crystal Sugar Company, and United Sugars Corporation *10(e) Memorandum of Understanding and Uniform Member Marketing Agreement by and between Midwest Agri-Commodities Company and Minn-Dak Farmers Cooperative *10(f) Molasses Purchase Contract by and between Minn-Dak Farmers Cooperative and Universal Foods Corporation (Confidential Treatment for certain sections) *10(g) Yeast Purchase Contract by and between Universal Foods Corporation and Minn-Dak Yeast Company, Inc. (Confidential Treatment for certain sections) *10(i) Operating Agreement of ProGold Limited Liability Company *10(j) ProGold Limited Liability Company Member Control Agreement *10(k) Agreement for Electrical Service 10(l) Agreements for Coal Supply, Transportation, and Oiling Service (Confidential Treatment Requested as to certain provisions.) *10(m) Minn-Dak Farmers Cooperative Pension Plan *10(n) Larry D. Steward Employment Agreement *10(o) Management Consulting Agreement between Minn-Dak Yeast Company and Universal Foods Corporation, (Confidential Treatment for certain sections) #12 Statement re Computation of Ratio of Net Proceeds to Fixed Charges *21 Subsidiaries of the Registrant #23 Consent of Independent Auditors #27 Financial Data Schedule - --------------------------- * Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 33-94644), declared effective September 11, 1995. # Previously filed. SIGNATURES 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 BY /S/ Larry D. Steward --------------------------------- LARRY D. STEWARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DUTIES INDICATED. SIGNATURE TITLE REPORT DATE - ---------- ----- ----------- /s/ Larry D. Steward March 6, 1997 - ------------------------ President and ------------------------ Larry D. Steward Chief Executive Officer /s/ Steven M. Caspers March 6, 1997 - ------------------------ Vice President - Finance ------------------------ Steven M. Caspers /s/ Allen E. Larson March 6, 1997 - ------------------------ Controller ------------------------ Allen E. Larson /s/ Robert Breuer March 6, 1997 - ------------------------ Director ------------------------ Robert Breuer /s/ Victor Krabbenhoft March 6, 1997 - ------------------------ Director ------------------------ Victor Krabbenhoft /s/ Lawrence Deal March 6, 1997 - ------------------------ Director ------------------------ Lawrence Deal /s/ Edward Meon, Jr. March 6, 1997 - ------------------------ Director ------------------------ Edward Meon, Jr. /s/ Mike Hasbargen March 6, 1997 - ------------------------ Director ------------------------ Mike Hasbargen /s/ John Hought March 6, 1997 - ------------------------ Director ------------------------ John Hought /s/ Jack Lacey March 6, 1997 - ------------------------ Director ------------------------ Jack Lacey /s/ Jerry Meyer March 6, 1997 - ------------------------ Director ------------------------ Jerry Meyer /s/ Paul Summer March 6, 1997 - ------------------------ Director ------------------------ Paul Summer