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[LETTERHEAD]
VIA FACSIMILE
October 31, 1996
Mr. David Maltz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Crystal Sugar Company
Request for Acceleration
Registration Statement on Form S-1
File No. 333-11693
Dear Mr. Maltz:
On behalf of American Crystal Sugar Company (the "Company"), I have attached
a request for acceleration of effectiveness of the Company's Registration
Statement on Form S-1 (Registration No. 333-11693) to October 31, 1996, or
as soon thereafter as is practicable. The request will be also included in
the electronic filing containing Amendment No. 2 to the Registration
Statement.
I have also enclosed a copy of a letter to the Commission regarding
distribution of the prospectus in the offering. (That letter will also be
included in the filing containing Amendment No. 2 to the Registration
Statement.)
Please telephone me at (612) 291-9398 with any questions or comments
concerning the foregoing. Thank you very much for your assistance in this
matter.
Very truly yours,
/s/ Ronald D. McFall
Ronald D. McFall
RDM/czl
Enclosure
cc: Mr. Samuel Wai
Mr. Derek Devgun
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AMERICAN CRYSTAL SUGAR COMPANY
101 NORTH THIRD STREET
MOORHEAD, MINNESOTA 56560-1990
October 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Crystal Sugar Company
Registration Statement No. 333-11693
Ladies and Gentlemen:
The undersigned, American Crystal Sugar Company, respectfully requests that
the effective date of its Registration Statement on Form S-1 (No. 333-11693),
relating to shares of the Company's Preferred Stock and Common Stock, be
accelerated and that such Registration Statement be permitted to become
effective prior to the close of business on October 31, 1996, or as soon
thereafter as practicable.
Very truly yours,
AMERICAN CRYSTAL SUGAR COMPANY
By /s/ Samuel S. M. Wai
-----------------------------
Samuel S. M. Wai, Treasurer
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October 31, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attention: Mr. David Maltz
Re: American Crystal Sugar Company
Registration Statement No. 333-11693, Form S-1
Dear Mr. Maltz:
Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, in ruling upon requests for the acceleration of
the effective date of a registration statement, the Commission may consider
whether the persons making the offering have taken reasonable steps to
make the information contained in the registration statement conveniently
available to those underwriters and dealers who are to participate in the
distribution of the securities in question. Although no underwriters or
dealers are to participate in the above-referenced offering, we ask the
Commission's staff to consider the following information when considering
the undersigned's request that the effectiveness of American Crystal Sugar
Company's Registration Statement be accelerated to October 31, 1996 or as
soon thereafter as practicable.
The structure of the offering described in the Registration Statement
is such that all current and prospective members of American Crystal Sugar
Company will have ample opportunity to review the final prospectus. Once the
Registration Statement is declared effective, the Company will distribute
its final prospectus to its current members and certain prospective members.
With the final prospectus, the current and prospective members will receive
the subscription documents necessary to purchase shares of the Company's
Common and Preferred Stock. Executed subscription documents may be returned
to the Company at any time before 5:00 p.m. on November 22, 1996. As a result,
prospective purchasers of shares will have a period of approximately 3
weeks in which to evaluate the information contained in the final prospectus
and make their decision regarding the purchase of the Company's shares.
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Mr. David Maltz
October 31, 1996
Page 2
Also, given that no underwriters, broker-dealers or members of the
National Association of Securities Dealers, Inc. are to participate in or
receive any compensation with respect to the proposed sale of the Company's
shares, review of the Registration Statement by the National Association of
Securities Dealers, Inc. is not required under the rules of that organization.
Very truly yours,
American Crystal Sugar Company
By /s/ Samuel S. M. Wai
---------------------------------
Samuel S. M. Wai, Treasurer
