Registration No. 33-99834
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DAKOTA GROWERS PASTA COMPANY
(Exact name of registrant as specified in its charter)
NORTH DAKOTA
(State or other jurisdiction of
incorporation or organization)
ONE PASTA AVENUE, P.O. BOX 21
CARRINGTON, NORTH DAKOTA 58421
(701) 652-2855
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
2099
(Primary Standard Industrial Classification Code Number)
45-0423511
(IRS Employer Identification Number)
MR. TIMOTHY J. DODD
Dakota Growers Pasta Company
President and General Manager
One Pasta Avenue, P.O. Box 21
Carrington, North Dakota 58421-0021
(701) 652-2855
(Name, address, including zip code, and telephone number,
area code, of agent for service)
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Copies to:
RONALD D. MCFALL, Esq.
Doherty, Rumble & Butler
Professional Association
3500 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota 55402
2
At 5:00 p.m. eastern standard time on January 24, 1996, a Registration
Statement on Form S-1 filed by Dakota Growers Pasta Company ("Dakota Growers"
or the "Company"), Registration Statement No. 33-99834, became effective with
the Securities and Exchange Commission. Pursuant to such Registration
Statement, Dakota Growers registered the offer and sale of up to 2,070,000
shares of equity stock, par value $3.85, and up to 500 shares of membership
stock, $125 par value. As described in the Registration Statement, the number
of shares of membership stock and equity stock registered under Registration
Statement No. 33-99834 was an estimate of the number of shares which might be
purchased by current and prospective members of the Company. In its offering,
the Company offered, sold and issued a total of 1,788,808 shares of equity
stock and 81 shares of membership stock.
Dakota Growers hereby files this Post-Effective Amendment No. 1 to
Registration Statement No. 33-99834 to remove from registration by means of a
post-effective amendment the remaining (i) 281,992 shares of equity stock and
(ii) 419 shares of membership stock registered under Registration Statement
No. 33-99834.
Consequently, Dakota Growers hereby deregisters the 281,992 shares of
equity stock and 419 shares of membership stock not issued in connection with
the aforementioned transaction.
SIGNATURES
In accordance with the provisions of Rule 478 and pursuant to the terms
of Registration Statement No. 33-99834, the undersigned agent and duly
appointed attorney-in-fact has signed the Post-Effective Amendment No. 1 to
said Registration Statement on the date and at the place set forth below.
Carrington, North Dakota DAKOTA GROWERS PASTA COMPANY
Date: July 3, 1996 By /s/ Timothy J. Dodd
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Timothy J. Dodd
President and General Manager
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on July 3, 1996
Signature Title
- ---------- -----
/s/ Timothy J. Dodd President and General Manager
- ---------------------- (Principal Executive Officer)
Timothy J. Dodd
/s/ Thomas P. Friezen Vice President, Finance
- ---------------------- (Principal Financial and Accounting Officer)
Thomas P. Friezen
* Director
- ----------------------
John S. Dalrymple III
* Director
- ----------------------
John D. Rice
* Director
- ----------------------
Allyn K. Hart
* Director
- ----------------------
James F. Link
3
Signature Title
- ---------- -----
* Director
- ----------------------
Michael E. Warner
* Director
- ----------------------
Eugene J. Nicholas
* Director
- ----------------------
Curt R. Trulson
* Director
- ----------------------
Roger A. Kenner
* Director
- ----------------------
Jeffrey O. Topp
* Timothy J. Dodd, by signing his name hereto, signs this document of
behalf of himself as President and General Manager and on behalf of each
person indicated above pursuant to a power of attorney duly executed by such
person and filed with the Securities and Exchange Commission as part of
Registration Statement No. 33-99834.
By /s/ Timothy J. Dodd
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Timothy J. Dodd
Attorney-in-fact