<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A (AMENDMENT NO. 1)
/X/ Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended
August 31, 1996
or
/ / Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
------------------------
Commission File
Nos. 33-83868 and 333-11693
------------------------
AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MINNESOTA 84-0004720
(State of incorporation) (I.R.S. Employer Identification
Number)
101 NORTH THIRD STREET
MOORHEAD, MN 56560 (218) 236-4400
(Address of principal executive (Registrant's telephone number)
offices)
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
------------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. / /
------------------------
As of November 22, 1996, 2,441 shares of the Registrant's Common Stock and
415,255 shares of the Registrant's Preferred Stock were outstanding. As there is
only a limited, private market for shares of the Registrant's stock and the
Registrant does not obtain information regarding the transfer price in
transactions between its members, the Registrant is not able to estimate the
aggregate market value of the Registrant's shares held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits to this Report are incorporated by reference from the
Company's Registration Statement on Form S-1 (File number 33-83868), declared
effective on November 23, 1994, from the Company's Annual Report on Form 10-K
for the fiscal year ending August 31, 1995 and from the Company's Registration
Statement on Form S-1 (File number 333-11693), declared effective on November
13, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REASON FOR AMENDMENT
Amendment No. 1 to American Crystal Sugar Company Form 10K for the year
ended August 31, 1996 is made to include a Financial Data Schedule that was
inadvertently excluded from the original filing.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENT SCHEDULES
None
REPORTS ON FORM 8-K
The Company was not required to and did not file any reports on Form 8-K
during the three months ended August 31, 1996.
EXHIBITS
<TABLE>
<S> <C>
3(i)* Restated Articles of Incorporation of American Crystal Sugar Company.
3(ii)*** Restated Bylaws of American Crystal Sugar Company.
5.1*** Opinion of Doherty, Rumble & Butler Professional Association.
10(f)*** Growers' Contract (5-year Agreement).
10(g)* Growers' Contract (Annual Contract).
10(h)* Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated
August 1, 1986.
10(i)* Coal Transportation Agreement between Registrant and Northern Coal
Transportation Company, dated August 1, 1986.
10(j)* Beet Loading and Hauling Agreement between Registrant and Transystems, Inc.,
dated May 18, 1993.
10(k)* Form of Uniform Member Marketing Agreement between Registrant and United Sugars
Corporation, dated January 1, 1994.
10(l)* Trademark License Agreement between Registrant and United Sugars Corporation,
dated November 1, 1993.
10(m)* Uniform Member Marketing Agreement, Pool Basis between Registrant and Midwest
Agri-Commodities Company, dated April 14, 1992.
10(n)* Stipulation Agreement between Registrant and State of Minnesota Pollution
Control Agency.
10(o)* Master Agreement between Registrant, United Sugars Corporation, American
Federation of Grain Millers, AFL-CIO, CLC, et al.
10(p)* Loan Agreement between Registrant and St. Paul Bank for Cooperatives, dated
December 20, 1993.
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
10(q)* Amended and Restated Loan Agreement between Registrant and First Bank National
Association, dated November 22, 1993.
10(r)* Pension Contract and Amendments.
10(s)* Compensation, Severance and Loan Agreement with Mr. J. Famalette, dated March 2,
1992.
10(t)* Compensation and Loan Agreement with Mr. J. Famalette, dated October 1, 1993.
10(u)* Form of Operating Agreement between Registrant and ProGold Limited Liability
Company.
10(v)* Form of Member Control Agreement between Registrant and ProGold Limited
Liability Company.
10(w)* Administrative Services Agreement between Registrant and ProGold Limited
Liability Company.
10(x)* Uniform Member Marketing Agreement.
10(y)** Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated
August 25, 1995 (Confidential Treatment Requested as to certain provisions).
10(z)** Coal Transportation Agreement between Registrant and Northern Coal
Transportation Company, dated August 25, 1995 (Confidential Treatment
Requested as to certain provisions).
10(aa)*** Gas Sales Contract between Registrant and Coastal Gas Marketing Company, dated
as of March 20, 1996 (Confidential treatment requested as to certain
provisions).
10(bb)*** Employment Agreement with Mr. Daniel McCarty, dated as of April 8, 1996.
10(cc)*** Form of Subscription Agreement for Preferred Stock (Current Members).
Subscription Document A.
10(dd)*** Form of Indication of Interest in Purchasing Additional Shares of Preferred
Stock (Current Members). Subscription Document B.
10(ee)*** Form of Indication of Interest in Purchasing Shares of Preferred Stock
(Prospective Members). Subscription Document C.
10(ff)*** Form of Subscription Agreement (Prospective Members). Subscription Document D.
10(gg)*** Form of Representations and Warranties. Subscription Document E.
23 # Consent of Independent Public Accountant.
27.1 Financial Data Schedule.
99 # Consents of Directors-Elect.
</TABLE>
- ------------------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-83868), declared effective November 23, 1994.
** Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal year ending August 30, 1995.
*** Incorporated by reference from the Company's Registration Statement on Form
S-1 (File number 333-11693), declared effective on November 13, 1996.
# Previously filed.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN CRYSTAL SUGAR COMPANY
By /s/ DANIEL J. MCCARTY
-----------------------------------------
Daniel J. McCarty,
CHIEF EXECUTIVE OFFICER
Dated: January 8, 1997
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ DANIEL J. MCCARTY
- ------------------------------ Chief Executive Officer January 8, 1997
Daniel J. McCarty
/s/ JAMES J. HORVATH
- ------------------------------ Chief Financial Officer January 8, 1997
James J. Horvath
/s/ SAMUEL S.M. WAI
- ------------------------------ Corporate Controller January 8, 1997
Samuel S.M. Wai
/s/ MICHAEL ASTRUP
- ------------------------------ Director January 8, 1997
Michael Astrup
/s/ JERRY BITKER
- ------------------------------ Director January 8, 1997
Jerry Bitker
/s/ PAUL BORGEN
- ------------------------------ Director January 8, 1997
Paul Borgen
/s/ AIME J. DUFAULT
- ------------------------------ Director January 8, 1997
Aime J. Dufault
/s/ STEVEN M. GOODWIN
- ------------------------------ Director January 8, 1997
Steven M. Goodwin
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ COURT G. HANSON
- ------------------------------ Director January 8, 1997
Court G. Hanson
/s/ LONN M. KIEL
- ------------------------------ Director January 8, 1997
Lonn M. Kiel
/s/ DAVID KRAGNES
- ------------------------------ Director January 8, 1997
David Kragnes
/s/ FRANCIS KRITZBERGER
- ------------------------------ Director January 8, 1997
Francis Kritzberger
/s/ WAYNE LANGEN
- ------------------------------ Director January 8, 1997
Wayne Langen
/s/ PATRICK D. MAHAR
- ------------------------------ Director January 8, 1997
Patrick D. Mahar
/s/ BARRY W. MALME
- ------------------------------ Director January 8, 1997
Barry W. Malme
/s/ RONALD REITMEIER
- ------------------------------ Director January 8, 1997
Ronald Reitmeier
/s/ G. TERRY STADSTAD
- ------------------------------ Director January 8, 1997
G. Terry Stadstad
/s/ ROBERT VIVATSON
- ------------------------------ Director January 8, 1997
Robert Vivatson
</TABLE>
32
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN CRYSTAL SUGAR COMPANY FOR THE FISCAL YEARS
ENDED AUGUST 31, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<CASH> 3,807
<SECURITIES> 0
<RECEIVABLES> 66,467
<ALLOWANCES> 0
<INVENTORY> 72,677
<CURRENT-ASSETS> 146,039
<PP&E> 625,603
<DEPRECIATION> 391,665
<TOTAL-ASSETS> 465,136
<CURRENT-LIABILITIES> 113,968
<BONDS> 177,394
0
31,879
<COMMON> 24
<OTHER-SE> 120,233
<TOTAL-LIABILITY-AND-EQUITY> 465,136
<SALES> 688,012
<TOTAL-REVENUES> 688,012
<CGS> 216,229
<TOTAL-COSTS> 216,229
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,252
<INCOME-PRETAX> 309,657
<INCOME-TAX> (549)
<INCOME-CONTINUING> 310,206
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 310,206
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
