<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-65071
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 2099 45-0423511
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
One Pasta Avenue
P. O. Box 21
Carrington, North Dakota 58421-0021
(701) 652-2855
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Timothy J. Dodd
President and General Manager
Dakota Growers Pasta Company
One Pasta Avenue
P. O. Box 21
Carrington, North Dakota 58421-0001
(701) 652-2855
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Ronald D. McFall, Esq.
Christine K. Hansen, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3211
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EXPLANATORY STATEMENT
Pursuant to this Post-effective Amendment No. 1 (Amendment No. 3) to its
Registration Statement (File No. 333-65071), Dakota Growers Pasta Company (the
"Registrant") hereby amends this Registration Statement to deregister 498 shares
of its Membership Stock and 54,218 shares of its Equity Stock, previously
registered in connection with the initial registration on Form S-1 of up to 500
shares of Membership Stock and up to 3,679,000 shares of Equity Stock, to be
offered to the public by the Registrant and certain selling stockholders of the
Registrant. The shares being deregistered were not issued in the offering,
which has terminated. An aggregated 2 shares of Membership Stock and 3,634,782
shares of Equity Stock of the Company were issued in the offering.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement (File No.
333-65071) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carrington, State of North Dakota, on this 28th day
of April, 1999.
DAKOTA GROWERS PASTA COMPANY
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 Amendment
to the Registration Statement has been signed below on the 28th day of April,
1999, by the following persons in the capacities indicated.
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
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John S. Dalrymple III
* Director
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John D. Rice
* Director
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Allyn K. Hart
* Director
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James F. Link
* Director
- ---------------------------
Michael E. Warner
* Director
- ---------------------------
Eugene J. Nicholas
II-1
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* Director
- ---------------------------
Curt R. Trulson
* Director
- ---------------------------
Jeffrey O. Topp
* Director
- ---------------------------
Roger A. Kenner
*By: /s/Timothy J. Dodd
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Timothy J. Dodd
Attorney-In-Fact
II-2
