Registration No. 333-97451
As filed with the Securities and Exchange Commission on April 15, 2003.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OREGON TRAIL ETHANOL COALITION, L.L.C.
(Exact name of registrant as specified in its charter)
Nebraska 2689 47-0843892
-------- ---- -----------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
102 West 6th Street
Box 267
Davenport, Nebraska 68335
(402) 364-2591
--------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARK L. JAGELS
Chairman of the Board
Oregon Trail Ethanol Coalition, L.L.C.
RR 1 Box 189, Davenport, Nebraska 68335-9429
(402) 364-2428
--------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to:
Dennis J. Fogland, Esq. and Victoria H. Finley, Esq.
Baird, Holm, McEachen, Pedersen, Hamann & Strasheim
1500 Woodmen Tower, Omaha, Nebraska 68102-2068
(402) 636-8254
Approximate date of commencement of proposed sale to the public: The offering of
membership units registered by this registration statement commenced January 17,
2003 and March 31, 2003.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share Offering Price
- ------------------------------------------------------------------------------------------------------------------
Limited Liability Company
Membership Units 24,000 $1,000 $24,000,000 $2,208(1)
- ------------------------------------------------------------------------------------------------------------------
(1) Previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
1
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form
SB-2 of Oregon Trail Ethanol Coalition, L.L.C. (File No. 333-97451) is filed
pursuant to Rule 462(d) solely to add Exhibit 4.3.2 not previously filed with
respect to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT EXHIBIT TITLE
NUMBER
1.1 Agency Agreement dated December 30, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and U.S.
Bancorp Piper Jaffray, Inc.(1)
1.1.1 Agency Agreement dated March 25, 2003 between Oregon Trail Ethanol Coalition, L.L.C. and
Northland Securities, Inc.(1)
3.1 Articles of Organization, as amended(1)
3.2 Amended and Restated Operating Agreement*
4.1 Form of Membership Unit Certificate(1)
4.2 Form of Subscription Application and Agreement**
4.3 Escrow Agreement between Midwest Bank, N.A. and Oregon Trail Ethanol Coalition, L.L.C.(1)
4.3.1 Amended Escrow Agreement between Midwest Bank, N.A., U.S. Bancorp Piper Jaffray, Inc. and Oregon
Trail Ethanol Coalition, L.L.C.(1)
4.3.2 Escrow Agreement between Midwest Bank, N.A., Northland Securities, Inc. and Oregon Trail Ethanol
Coalition, L.L.C.(2)
5.1 Form of Opinion of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP as to certain
securities matters(1)
8.1 Form of Opinion of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP as to certain tax
matters(1)
10.1 Memorandum of Understanding by and among Lurgi Inc., ICM, Inc. and Oregon Trail Ethanol
Coalition, L.L.C. dated May 1, 2001(1)
10.2 Agreement with the Nebraska Department of Agriculture(1)
10.3 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Lloyd E.
and Marilyn J. Holtzen(1)
10.4 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Don R.
and Beverly K. Holtzen(1)
10.5 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Marvin L.
and Elsie D. Holtzen(1)
10.6 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and DuWayne
C. Holtzen(1)
10.7 Letter Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Rodney
and Judy Tegtmeier(1)
10.8 Ethanol Producer Credit Agreement between Oregon Trail Ethanol Coalition, L.L.C. and the
Nebraska Department of Revenue dated January 15, 2002(1)
10.8.1 Amendment to the Ethanol Producer Credit Agreement between Oregon Trail Ethanol Coalition,
L.L.C. and the Nebraska Department of Revenue dated January 15, 2002(1)
10.9 Letter Agreement between Byrne & Company Limited and Oregon Trail Ethanol Coalition, L.L.C.
dated August 14, 2002(1)
10.9.1 Amendment to Letter Agreement with Byrne & Company Limited dated December 18, 2002.(1)
Option Agreement dated June 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Wesley J.
10.10 Mosier, Trustee of the Wesley J. Mosier First Trust and Jan R. Mosier, Trustee of the Jan R.
Mosier First Trust(1)
10.11 Option Agreement dated June 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Mary Barbara
Jahnke and Andrew Jahnke(1)
10.12 Financial Services Agreement dated December 30, 2002 between Oregon Trail Ethanol Coalition,
L.L.C. and U.S. Bancorp Piper Jaffray, Inc.(1)
2
10.13 Development Services/Consulting Agreement dated December 30, 2002 between Oregon Trail Ethanol
Coalition, L.L.C. and GreenWay Consulting, LLC(1)
10.14 Notice to Proceed and Preliminary Engineering Agreement between Oregon Trail Ethanol Coalition,
L.L.C. and Lurgi PSI, Inc. dated January 7, 2003(1)
10.15 Mutual Consent to Terminate dated March 18, 2003 between Oregon Trail Ethanol Coalition, L.L.C.
and U.S. Bancorp Piper Jaffray, Inc.(1)
10.16 Financial Services Agreement dated March 25, 2003 between Oregon Trail Ethanol Coalition, L.L.C.
and Northland Securities, Inc.(1)
23.1 Form of consent of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP(1)
23.2 Form of consent of BKD, LLP(1)
24.1 Power of Attorney executed by Mark L. Jagels(1)
24.2 Power of Attorney executed by Michael Schardt(1)
24.3 Power of Attorney executed by Kent D. Hummel(1)
24.4 Power of Attorney executed by Pamela Maynard(1)
24.5 Power of Attorney executed by Todd Fangmeier(1)
24.6 Power of Attorney executed by Brian Nedrow(1)
24.7 Power of Attorney executed by Daniel J. Miller(1)
24.8 Power of Attorney executed by Gene Thomas(1)
24.9 Power of Attorney executed by Darrel D. Dageforde(1)
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* Appendix A
** Appendix B
(1) Previously filed.
(2) Filed herewith.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Davenport, State of Nebraska on this 15th day of April, 2003.
OREGON TRAIL ETHANOL COALITION, L.L.C.
By: /s/ MARK L. JAGELS
-----------------------------------------
Mark L. Jagels, President and Chairman of
the Board (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities of Oregon Trail Ethanol Coalition, L.L.C. on
the 15th day of April, 2003.
Signature Capacity
--------- --------
/s/ Mark L. Jagels Chairman of the Board, President, Director
---------------------------------
Mark L. Jagels
/s/ Michael Schardt Vice Chairman, Vice President, Director
---------------------------------
Michael Schardt
/s/ Pamela Maynard Secretary and Director
---------------------------------
Pamela Maynard
/s/ Kent D. Hummel Treasurer and Director
--------------------------------- (Principal Accounting Officer)
Kent D. Hummel
/s/ Todd Fangmeier Director
---------------------------------
Todd Fangmeier
/s/ Brian Nedrow Director
---------------------------------
Brian Nedrow
/s/ Daniel J. Miller Director
---------------------------------
Daniel J. Miller
/s/ Gene Thomas Director
---------------------------------
Gene Thomas
/s/ Darrel D. Dageforde Director
---------------------------------
Darrel D. Dageforde
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER
1.1 Agency Agreement dated December 30, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and
U.S. Bancorp Piper Jaffray, Inc.(1)
1.1.1 Agency Agreement dated March 25, 2003 between Oregon Trail Ethanol Coalition, L.L.C. and
Northland Securities, Inc.(1)
3.1 Articles of Organization, as amended(1)
3.2 Amended and Restated Operating Agreement*
4.1 Form of Membership Unit Certificate(1)
4.2 Form of Subscription Application and Agreement**
4.3 Escrow Agreement between Midwest Bank, N.A.and Oregon Trail Ethanol Coalition, L.L.C.(1)
4.3.1 Amended Escrow Agreement between Midwest Bank, N.A., U.S. Bancorp Piper Jaffray, Inc. and
Oregon Trail Ethanol Coalition, L.L.C.(1)
4.3.2 Escrow Agreement between Midwest Bank, N.A., Northland Securities, Inc. and Oregon Trail
Ethanol Coalition, L.L.C.(2)
5.1 Form of Opinion of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP as to certain
securities matters(1)
8.1 Form of Opinion of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP as to certain tax
matters(1)
10.1 Memorandum of Understanding by and among Lurgi Inc., ICM, Inc. and Oregon Trail Ethanol
Coalition, L.L.C. dated May 1, 2001(1)
10.2 Agreement with the Nebraska Department of Agriculture(1)
10.3 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Lloyd E.
and Marilyn J. Holtzen(1)
10.4 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Don R.
and Beverly K. Holtzen(1)
10.5 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Marvin
L. and Elsie D. Holtzen(1)
10.6 Option Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and DuWayne
C. Holtzen(1)
10.7 Letter Agreement dated May 15, 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Rodney
and Judy Tegtmeier(1)
10.8 Ethanol Producer Credit Agreement between Oregon Trail Ethanol Coalition, L.L.C. and the
Nebraska Department of Revenue dated January 15, 2002(1)
10.8.1 Amendment to the Ethanol Producer Credit Agreement between Oregon Trail Ethanol Coalition,
L.L.C. and the Nebraska Department of Revenue dated January 15, 2002(1)
10.9 Letter Agreement between Byrne & Company Limited and Oregon Trail Ethanol Coalition, L.L.C.
dated August 14, 2002(1)
10.9.1 Amendment to Letter Agreement with Byrne & Company Limited dated December 18, 2002.(1)
Option Agreement dated June 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Wesley J.
10.10 Mosier, Trustee of the Wesley J. Mosier First Trust and Jan R. Mosier, Trustee of the Jan R.
Mosier First Trust(1)
10.11 Option Agreement dated June 2002 between Oregon Trail Ethanol Coalition, L.L.C. and Mary
Barbara Jahnke and Andrew Jahnke(1)
10.12 Financial Services Agreement dated December 30, 2002 between Oregon Trail Ethanol Coalition,
L.L.C. and U.S. Bancorp Piper Jaffray, Inc.(1)
10.13 Development Services/Consulting Agreement dated December 30, 2002 between Oregon Trail Ethanol
Coalition, L.L.C. and GreenWay Consulting, LLC(1)
10.14 Notice to Proceed and Preliminary Engineering Agreement between Oregon Trail Ethanol Coalition,
L.L.C. and Lurgi PSI, Inc. dated January 7, 2003(1)
10.15 Mutual Consent to Terminate dated March 18, 2003 between Oregon Trail Ethanol Coalition, L.L.C.
and U.S. Bancorp Piper Jaffray, Inc.(1)
10.16 Financial Services Agreement dated March 25, 2003 between Oregon Trail Ethanol Coalition,
L.L.C. and Northland Securities, Inc.(1)
23.1 Form of consent of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP(1)
5
23.2 Form of consent of BKD, LLP(1)
24.1 Power of Attorney executed by Mark L. Jagels(1)
24.2 Power of Attorney executed by Michael Schardt(1)
24.3 Power of Attorney executed by Kent D. Hummel(1)
24.4 Power of Attorney executed by Pamela Maynard(1)
24.5 Power of Attorney executed by Todd Fangmeier(1)
24.6 Power of Attorney executed by Brian Nedrow(1)
24.7 Power of Attorney executed by Daniel J. Miller(1)
24.8 Power of Attorney executed by Gene Thomas(1)
24.9 Power of Attorney executed by Darrel D. Dageforde(1)
- -----------------------------------
* Appendix A
** Appendix B
(1) Previously filed.
(2) Filed herewith.
6