SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR M 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): June 1, 1998.
CENEX HARVEST STATES COOPERATIVES
(Exact name of registrant as specified in its charter)
Minnesota 333-17865 41-0251095
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5500 Cenex Drive, Inver Grove Heights, Minnesota 55077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 946-9433
HARVEST STATES COOPERATIVES
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
Pursuant to a Plan of Combination dated May 29, 1998 the ("Plan of
Combination"), CENEX, Inc. ("CENEX") and Harvest States Cooperatives ("Harvest
States Cooperatives") combined through merger on June 1, 1998 (the
"Combination"), and Harvest States Cooperatives became the surviving
corporation. In accordance with the Plan of Combination, the Articles of
Incorporation and Bylaws of Harvest States Cooperatives were restated and the
name of Harvest States Cooperatives was changed to "Cenex Harvest States
Cooperatives."
Each person serving as a director of CENEX or Harvest States Cooperatives
at the time of the Combination became a director of Cenex Harvest States
Cooperatives.
As a result of the Combination, each holder of common stock of CENEX
became a member of Cenex Harvest States Cooperatives, to the extent eligible for
membership, and all equity interests of CENEX were determined and exchanged for
equal equity interests in Cenex Harvest States Cooperatives at its stated dollar
amount on a dollar for dollar basis as more thoroughly set forth in the Plan of
Combination, a copy of which is included as Exhibit 2.1 hereto and which is
incorporated herein by reference.
The Plan of Combination contains other terms of the Combination, and the
full text of the Plan of Combination is incorporated herein by reference.
Item 4. Changes in Registrant's Certifying Accountant.
In connection with the Combination, Cenex Harvest States Cooperatives on June 3,
1998, determined to retain Coopers & Lybrand LLP, which has been the principal
independent accountant for CENEX for a number of years, as its principal
independent accountant with respect to periods beginning on or after June 1,
1998. Deloitte & Touche LLP, which has been the outside accounting firm for
Harvest States Cooperatives for a number of years, has been engaged to audit
Harvest States Cooperatives for the year ended May 31, 1998. In connection with
the Combination, the Board of Directors had previously determined that it would
retain for the combined entity either CENEX's independent accountant or Harvest
States Cooperatives independent accountant, and determined to retain Coopers &
Lybrand LLP at a meeting on June 3, 1998.
The reports of Deloitte & Touche LLP on the financial statements of
Harvest States Cooperatives for the years ended May 31, 1996 and 1997 did not
contain an adverse opinion or a disclaimer of opinion nor were they qualified as
to uncertainty, audit scope or accounting principles. During the two years ended
May 31, 1997, and subsequent interim periods, there have been (a) no
disagreements between Harvest States Cooperatives and Deloitte & Touche LLP on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which if not resolved to the satisfaction of
Deloitte & Touche LLP would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports ("Disagreements") and
(b) no "reportable event" within the meaning of Item 304(a)(1)(v) of Regulation
S-K of the Securities and Exchange Commission ("Reportable Events").
During the two years ended May 31, 1997, and subsequent interim periods,
neither Harvest States Cooperatives nor Cenex Harvest States Cooperatives
consulted with Coopers & Lybrand LLP regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Harvest States Cooperatives or Cenex
Harvest States Cooperatives financial statements, and either a written report
was provided to Harvest States Cooperatives or Cenex Harvest States Cooperatives
or oral advice was provided that Coopers & Lybrand LLP concluded was an
important factor considered by Harvest States Cooperatives or Cenex Harvest
States Cooperatives in reaching a decision as to the accounting, auditing or
financial reporting issue, or (ii) any matter that was either the subject of a
Disagreement with Deloitte & Touche LLP or a Reportable Event.
Item 5. Other Events
Name Change
As a result of the Combination, Harvest States Cooperatives changed its
name to "Cenex Harvest States Cooperatives."
Increase in Size of Board of Directors
As a result of the Combination, Cenex Harvest States Cooperatives
increased the number of directors to 27, subject to future reduction as set
forth in the Plan of Combination.
Restated Articles of Incorporation and Bylaws
In connection with the Combination, Harvest States Cooperatives restated
its Articles of Incorporation, a copy of which is included as Exhibit 3.1 hereto
and which is incorporated by reference herein.
In connection with the Combination, Harvest States Cooperatives restated
its Bylaws, a copy of which is included as Exhibit 3.2 hereto and which is
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired
Financial statements of CENEX, Inc. are not currently available, but will
be filed as soon as practicable, but not later than August 14, 1998.
(b) Proforma financial information
The required pro forma financial information relative to the Combination
is not currently available, but will be filed as soon as practicable, but not
later than August 14, 1998.
(c) Exhibits
2.1 Plan of Combination by and between CENEX, Inc and Harvest States
Cooperatives dated May 29, 1998
3.1 Restated Articles of Incorporation of Cenex Harvest States
Cooperatives
3.2 Restated Bylaws of Cenex Harvest States Cooperatives
16 Letter dated June 9, 1998 from Deloitte & Touche LLP to the
Securities and Exchange Commission.
Item 8. Change in Fiscal Year
In connection with the Combination, contingent upon approval of the
Internal Revenue Service, the fiscal year of Cenex Harvest States Cooperatives
will be changed from May 31 to August 31. Accordingly, Cenex Harvest States
Cooperatives will file a Form 10-K for the year ended May 31, 1998, and a Form
10-Q (constituting a transitional report) for the quarter ended August 31, 1998.
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 hereunto duly authorized.
CENEX HARVEST STATES COOPERATIVES
By /s/T. F. Baker
------------------------------------
T. F. Baker
Date: June 10, 1998