<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1997
REGISTRATION NO. 333-11693
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of Registrant as specified in its charter)
MINNESOTA 2063 84-0004720
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
101 NORTH THIRD STREET, MOORHEAD, MINNESOTA 56560-1990
(218) 236-4400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MR. SAMUEL S.M. WAI
AMERICAN CRYSTAL SUGAR COMPANY
CORPORATE CONTROLLER
101 NORTH THIRD STREET
MOORHEAD, MINNESOTA 56560-1990
(218) 236-4400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------
COPIES TO:
RONALD D. MCFALL, Esq.
Doherty, Rumble & Butler Professional Association
2800 Minnesota World Trade Center
30 East Seventh Street
St. Paul, Minnesota 55101-4999
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Approximate date of commencement of proposed sale to public: Sales began
shortly after this Registration Statement became effective on November 13, 1996.
If any of the securities being registered on this Form are to be offered on
a delayed continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
On November 13, 1996, a Registration Statement on Form S-1 filed by
American Crystal Sugar Company (the "Company"), Registration Statement No. 333-
11693, became effective with the Securities and Exchange Commission. Pursuant
to such Registration Statement, the Company registered the offer and sale of up
to 21,729 shares of preferred stock, par value $76.77, and up to 500 shares of
common stock, $10 par value. As described in the Registration Statement, the
number of shares of preferred stock and common stock registered under
Registration Statement No. 333-11693 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 21,660 shares of
common stock and 18 shares of common stock.
The Company hereby files this Post-Effective Amendment No. 2 to
Registration Statement No. 333-11693 to remove from registration by means of a
post-effective amendment the remaining (i) 69 shares of preferred stock and (ii)
482 shares of common stock registered under Registration Statement No.
333-11693.
Consequently, the Company hereby DEREGISTERS the 69 shares of preferred
stock and 482 shares of common stock not issued in connection with the
aforementioned transaction.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
ii
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF MOORHEAD, STATE OF MINNESOTA, ON FEBRUARY 25, 1997.
AMERICAN CRYSTAL SUGAR COMPANY
BY /s/ Daniel J. McCarty
----------------------------------
Daniel J. McCarty,
Chief Executive Officer
Dated: February 25, 1997
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
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/s/ Daniel J. McCarty Chief Executive Officer February 25, 1997
----------------------------
Daniel J. McCarty
/s/ James J. Horvath Chief Financial Officer February 25, 1997
----------------------------
James J. Horvath
/s/ Samuel S.M. Wai Corporate Controller February 25, 1997
----------------------------
Samuel S.M. Wai
/s/ Michael Astrup Director February 25, 1997
----------------------------
Michael Astrup
/s/ Jerry Bitker Director February 25, 1997
----------------------------
Jerry Bitker
*
----------------------------
Paul Borgen Director February 25, 1997
*
----------------------------
Aime J. Dufault Director February 25, 1997
*
----------------------------
Steven M. Goodwin Director February 25, 1997
*
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Court G. Hanson Director February 25, 1997
*
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Lonn M. Kiel Director February 25, 1997
iii
<PAGE>
Signature Title Date
--------- ----- ----
*
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David Kragnes Director February 25, 1997
/s/ Francis Kritzberger
----------------------------
Francis Kritzberger Director February 25, 1997
*
----------------------------
Wayne Langen Director February 25, 1997
*
----------------------------
Patrick D. Mahar Director February 25, 1997
*
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Barry W. Malme Director February 25, 1997
/s/ Ronald Reitmeier
----------------------------
Ronald Reitmeier Director February 25, 1997
*
----------------------------
G. Terry Stadstad Director February 25, 1997
*
----------------------------
Robert Vivatson Director February 25, 1997
* Daniel J. McCarty, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named directors of the Registrant pursuant to a
power of attorney duly executed by such persons.
By: /s/ Daniel J. McCarty
-----------------------------------
Daniel J. McCarty,
ATTORNEY-IN-FACT
iv
