EXHIBIT 10.21
SUBSCRIPTION DOCUMENT C [POOL 3 - NEW MEMBERS]
DAKOTA GROWERS PASTA COMPANY
A NORTH DAKOTA COOPERATIVE ASSOCIATION
APPLICATION FOR MEMBERSHIP
AND SUBSCRIPTION AGREEMENT
NAME AND ADDRESS OF SUBSCRIBER ONE SHARE OF MEMBERSHIP STOCK
AND
NUMBER OF SHARES OF EQUITY STOCK THE
SUBSCRIBER DESIRES TO PURCHASE:
(Minimum Purchase = 1,500 shares)
PLEASE COMPLETE AND MAIL OR DELIVER WITH DAKOTA GROWERS PASTA COMPANY
PAYMENT TO: ONE PASTA AVENUE, P.O. BOX 21
CARRINGTON, ND 58421-0021
The undersigned hereby applies for membership and subscribes for and agrees
to purchase one (1) share of Membership Stock, at a price of $125.00 per share,
and that number of shares of Equity Stock of Dakota Growers Pasta Company (the
"Company") listed above, at a price of $11.00 per Share.
The undersigned understands that the share of Membership Stock and the
number of Equity Shares requested will be available only if all Equity Shares
offered by the Company are not purchased by existing members in Pool 1 and Pool
2. In the event that the number of Equity Shares requested by subscribers
exceeds the number of Equity Shares available in Pool 3, then all subscribers
shall receive the first 1,500 of their requested shares of Equity Stock. The
Company will then allocate the remaining shares of Equity Stock on a pro rata
basis based on the number of shares of Equity Stock requested in excess of
1,500. If the number of available shares of Equity Stock in Pool 3 is
insufficient for each subscriber to receive the first 1,500 shares of Equity
Stock requested, then the Company will conduct a random drawing to determine the
purchasers of shares in Pool 3. Please review the "Plan of Distribution" section
of the Prospectus dated November , 1998 for a full description of the
distribution process. The undersigned agrees to purchase that number of Equity
Shares as determined in accordance with the Plan of Distribution, even if less
than the number of shares requested.
With the return of this completed Subscription Agreement, the undersigned
must pay the full purchase price for the number of Equity Shares desired to be
purchased hereunder. The completed Subscription Agreement and the accompanying
payment must be received by the Company at its corporate offices on or before
5:00 P.M., February 28, 1999. Subscription Agreements and accompanying payments
that are received by the Company after that date, but which are postmarked on or
before February 28, 1999, will be deemed to be timely received.
The undersigned hereby declares and represents to the Company that:
1. The undersigned has authority to execute the Subscription Agreement on
the behalf of the subscriber.
2. The undersigned is a resident of North Dakota or Minnesota.
3. The subscription is for the undersigned's own account and not for the
purpose of redistributing the stock to others.
4. The subscriber is an agricultural producer, which includes tenants of
land used for the production of agricultural products and lessors who
receive as rent a part of the produce of such land.
5. The undersigned has been given the opportunity to review the Company's
Bylaws and Articles of Association and agrees to be bound by them in all
respects and consents to include all qualified allocated patronage
dividends and per unit retains (both cash and certificate) as income for
income tax purposes.
6. The subscriber agrees to comply with all present and future eligibility
requirements for membership and to abide by rules and policies of
uniform application as adopted by the Board of Directors.
7. The subscriber acknowledges that a member may be expelled from
membership in the Company should it be determined that such member is
not qualified for membership as provided for in the Bylaws of the
Company.
8. The Prospectus dated November , 1998, has been received and read in
its entirety and the undersigned's decision to purchase Membership Stock
and Equity Stock is based solely on the information and representations
contained therein. The undersigned recognizes that ownership of the
securities involve various risk factors including those discussed in the
Prospectus. This representation does not constitute a waiver of the
undersigned's rights under the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GROWERS AGREEMENT
BY THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT, AND UPON ITS FULL OR
PARTIAL ACCEPTANCE BY THE COMPANY, THE UNDERSIGNED IS ALSO DEEMED TO HAVE
EXECUTED THE GROWERS AGREEMENT, AND AGREES TO BE BOUND IN ALL RESPECTS BY THAT
GROWERS AGREEMENT TO THE SAME EFFECT AND PURPOSE AS IF THE UNDERSIGNED'S
SIGNATURE WAS APPLIED TO THAT AGREEMENT. SAID GROWERS AGREEMENT IS BY THIS
REFERENCE INCORPORATED INTO THIS SUBSCRIPTION AGREEMENT AND MADE A PART HEREOF.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PAYMENT DUE NOW
$ (Number of Equity Shares Requested X $11.00 per Equity Share)
$125 1 Share of Membership Stock
$ Total Payment Enclosed
Make check payable to Dakota Growers Pasta Company Escrow Account
The full payment hereunder will be held in escrow with Bremer Bank, N.A.
until the Company has completed the Pool 1 and Pool 2 distribution and
determined the final allocation of shares to Pool 3 subscribers. In the event
that no shares are issued to the undersigned, the entire payment made to the
Company hereunder will be refunded, without interest, to the subscriber.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The subscription has been signed by the undersigned at
____________________________, ___________________________ on ____________, 199 .
(City/Town) (State) (Month and Day)
INSTRUCTIONS: If the prospective members are co-owners or joint owners, each
should sign. If the prospective member is a corporation, limited liability
company, or other legal entity, an officer should sign and give his title. If
the prospective member is a partnership, the authorized partner should sign and
give his title.
(signature) (title)
(signature) (title)
ACCEPTANCE. The Company hereby accepts the above Application for Membership
and subscription for ______ shares of Equity Stock and one share of Membership
Stock as of this __ day of ___________, 1999.
DAKOTA GROWERS PASTA COMPANY
By
------------------------------------------
Its
------------------------------------------