Registration No. 333-17865 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT under The Securities Act of 1933 HARVEST STATES COOPERATIVES (Exact name of registrant as specified in charter) ------------- Minnesota 5150 41-0251095 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) P.O. Box 64594 St. Paul, Minnesota 55164 (612) 646-9433 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Thomas F. Baker Group Vice President--Finance Harvest States Cooperatives 1667 North Snelling St. Paul, Minnesota 55108 (612) 641-3736 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- Copy To William B. Payne Dorsey & Whitney LLP 220 South Sixth Street Minneapolis, Minnesota 55402-1498 (612) 340-2722 DEREGISTRATION OF EQUITY PARTICIPATION UNITS Harvest States Cooperatives (the "Company"), an agricultural cooperative, registered the public offer and sale of an aggregate of 26,800,000 Equity Participation Units in its Wheat Milling Defined Business Unit ("Milling Units") and 15,300,000 Equity Participation Units in its Oilseed Processing and Refining Defined Business Unit ("Processing and Refining Units") under a Registration Statement on Form S-1, File No. 333-17865 (which was declared effective on February 14, 1997). The Board of Directors of the Company has terminated the offering and agreed to accept all subscriptions received as of June 12, 1997. A total of 4,784,000 Milling Units and 1,072,500 Processing and Refining Units were sold. The Company hereby deregisters the remaining 22,016,000 Milling Units and 14,227,500 Processing and Refining Units. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Falcon Heights, State of Minnesota, on June 30, 1997. HARVEST STATES COOPERATIVES By: /s/John D. Johnson ------------------------------------- John D. Johnson President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on June 30, 1997. Signature Title - --------- ----- /s/John D. Johnson President and Chief Executive Officer - ----------------------------------- (principal executive officer) John D. Johnson /s/T. F. Baker Group Vice President--Finance - ----------------------------------- (principal financial officer) T. F. Baker /s/John Schmitz Vice President--Corporate Accounting - ----------------------------------- (principal accounting officer) John Schmitz Steven Burnet* Chairman of the Board of Directors Steve Carney* Director Sheldon Haaland* Director Jerry C. Hasnedl* Director Edward Hereford* Director Gerald Kuster* Director Tyrone A. Moos* Director Duane G. Risan* Director William J. Zarak, Jr.* Director Edward Ellison* Director Leonard D. Larsen* Director Duane Stenzel* Director Russell W. Twedt* Director Merlin Van Walleghen* Director *By /s/John D. Johnson - ----------------------------------- John D. Johnson Attorney-in-fact