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AMERICAN CRYSTAL SUGAR CO /MN/
10-Q, 2000-01-12
SUGAR & CONFECTIONERY PRODUCTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

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/x/

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended November 30, 1999
Commission file number: 33-83868

AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of registrant as specified in its charter)

Minnesota		84-0004720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
101 North Third Street Moorhead, Minnesota 56560 (Address of principal executive offices)
Telephone Number (218) 236-4400 (Registrant's telephone number, including area code)

    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, and (2) has been subject to such filing requirements for the past 90 days.

YES /x/  NO / /

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class of Common Stock		Outstanding at January 5, 2000
$10 Par Value		2,953

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    AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

				PAGE NO.
PART I		FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS
		BALANCE SHEETS		1
		STATEMENTS OF OPERATIONS		3
		STATEMENTS OF CASH FLOWS		4
		NOTES TO THE FINANCIAL STATEMENTS		5
ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION		7
PART II		OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS		9
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		9
ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K		10
SIGNATURES				15

AMERICAN CRYSTAL SUGAR COMPANY

BALANCE SHEETS

(Unaudited)

(Dollars in Thousands)

ASSETS

		November 30
								August 31, 1999*
		1999			1998
Current Assets:
Cash and Cash Equivalents		$	10,260		$	43		$	2,156
Accounts Receivable:
Trade			69,403			58,944			71,654
Members			1,620			1,837			1,595
Other			3,108			927			2,642
Advances to Related Parties			2,388			18,752			22,419
Inventories			375,526			478,103			111,958
Prepaid Expenses			2,013			3,041			2,944
Total Current Assets			464,318			561,647			215,368
Property and Equipment:
Land			25,294			14,277			24,456
Buildings and Equipment			808,294			672,700			804,607
Construction-in-Progress			7,877			115,156			6,648
Less: Accumulated Depreciation			(468,220	)		(445,620	)		(459,096	)
Net Property and Equipment			373,245			356,513			376,615
Other Assets:
Investments in Banks for Cooperatives			15,417			15,874			15,427
Investments in Marketing Cooperatives			3,154			2,855			3,112
Investments in ProGold Limited Liability Company			36,057			35,110			35,629
Investments in Crystech, LLC			1,688			1,574			1,688
Notes Receivable—Crystech, LLC			13,500			6,467			11,883
Other Assets			6,071			4,946			6,170
Total Other Assets			75,887			66,826			73,909
Total Assets		$	913,450		$	984,986		$	665,892

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* Derived from audited financial statements.

AMERICAN CRYSTAL SUGAR COMPANY

BALANCE SHEETS

(Unaudited)

(Dollars in Thousands)

LIABILITIES AND MEMBERS' INVESTMENTS

		November 30
								August 31, 1999*
		1999			1998
Current Liabilities:
Short-Term Debt		$	159,655		$	240,369		$	60,844
Current Maturities of Long-Term Debt			18,915			18,800			18,915
Accounts Payable			35,859			13,978			26,258
Accrued Continuing Costs			39,739			24,002			—
Other Current Liabilities			16,333			15,457			16,920
Amounts Due Members			152,988			190,167			35,698
Total Current Liabilities			423,489			502,773			158,635
Long-Term Debt, Net of Current Maturities			232,135			233,695			233,135
Deferred Income Taxes			1,858			1,753			1,838
Other Liabilities			31,365			24,917			30,998
Total Liabilities			688,847			763,138			424,606
Members' Investments:
Preferred Stock			38,275			38,275			38,275
Common Stock			30			28			30
Additional Paid-in Capital			127,218			119,386			123,948
Unit Retains			97,157			95,693			116,849
Accumulated Other Comprehensive Income/(Loss)			(4,088	)		(2,259	)		(4,088	)
Retained Earnings/(Deficit)			(33,989	)		(29,275	)		(33,728	)
Total Members' Investments			224,603			221,848			241,286
Total Liabilities and Members' Investments		$	913,450		$	984,986		$	665,892

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* Derived from audited financial statements.

AMERICAN CRYSTAL SUGAR COMPANY

STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in Thousands)

		For the Three Months Ended November 30
		1999			1998
Net Revenue		$	217,978		$	195,673
Cost of Product Sold			12,925			1,914
Gross Proceeds			205,053			193,759
Selling, General & Administrative Expenses			44,499			44,274
Accrued Continuing Costs			39,739			24,002
Operating Proceeds			120,815			125,483
Other Income (Expenses)
Interest Income			464			279
Interest Expense			(4,171	)		(4,609	)
Other Income			599			4,379
Other Expenses			(31	)		(22	)
Other Income (Expense)			(3,139	)		27
Proceeds before Income Taxes			117,676			125,510
Income Taxes (Provision)/Benefit			(22	)		—
Net Proceeds Resulting from Member and Non-Member Business		$	117,654		$	125,510
Distribution of Net Proceeds:
Credited/(Charged) to Members' Investments:
Non-Member Business Income/(Loss)			(261	)		3,959
Unit Retains Declared to Members			—			—
Net Credit/(Charge) to Members' Investments			(261	)		3,959
Payments to/due Members for Sugarbeets, Net of Unit Retains Declared			117,915			121,551
Total		$	117,654		$	125,510

AMERICAN CRYSTAL SUGAR COMPANY

STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Thousands)

		For the Three Months Ended November 30
		1999			1998
Cash Provided By (Used In) Operations:
Net Proceeds Resulting from Member and Non-Member Business		$	117,654		$	125,510
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared			(117,915	)		(121,551	)
Add (Deduct) Non-Cash Items:
Depreciation and Amortization			9,199			6,896
(Income) Loss from Equity Method Investees			(488	)		2
Loss on the Disposition of Property and Equipment			—			(19	)
Non-Cash Portion of Patronage Dividend from Banks for Cooperatives			10			16
Deferred Gain Recognition			(49	)		(50	)
Changes in Assets and Liabilities:
Receivables			1,760			(2,741	)
Inventories			(263,568	)		(335,721	)
Prepaid Expenses			931			38
Advances to Related Parties			20,031			7,916
Accounts Payable			9,601			(22,154	)
Other Liabilities			39,538			23,875
Amounts Due Members			117,290			175,752
Net Cash (Used In) Operations			(66,006	)		(142,231	)
Cash Provided By (Used In) Investing Activities:
Purchases of Property and Equipment			(5,754	)		(11,393	)
Proceeds from the Sale of Property and Equipment			—			19
Distributions (Investments) from/in Marketing Cooperatives			8			(607	)
Distributions (Investments) from/in ProGold Limited Liability Company			—			—
Issuance of Notes Receivable—Crystech, LLC			(1,617	)		(2,749	)
Changes in Other Assets			84			(130	)
Net Cash (Used In) Investing Activities			(7,279	)		(14,860	)
Cash Provided By (Used In) Financing Activities:
Net Proceeds (Payments) on Short-Term Debt			98,811			124,047
Proceeds from Long-Term Debt			—			40,000
Long-Term Debt Repayment			(1,000	)		—
Issuance of Stock			3,270			3,203
Payment of Unit Retains			(19,692	)		(10,157	)
Net Cash Provided by Financing Activities			81,389			157,093
Increase In Cash and Cash Equivalents			8,104			2
Cash and Cash Equivalents, Beginning of Year			2,156			41
Cash and Cash Equivalents, End of Period		$	10,260		$	43

AMERICAN CRYSTAL SUGAR COMPANY

NOTES TO THE FINANCIAL STATEMENTS

For the Three Months Ended November 30, 1999 and 1998

Note 1: Basis of Presentation

    The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles. However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

    The operating results for the three month period ended November 30, 1999 are not necessarily indicative of the results that may be expected for the year ended August 31, 2000.

    The amount paid to growers for sugarbeets (beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs to be incurred during the remainder of the fiscal year. For the purposes of this report, the amount of the beet payment, future revenues and costs have been estimated. Therefore, adjustments with respect to these estimates may be necessary in the future as additional information becomes available.

    These financial statements should be read in conjunction with the financial statements and notes included in the Company's annual report for the year ended August 31, 1999.

Note 2: Inventories

    The major components of inventories are as follows (In Thousands):

		11/30/99			11/30/98			8/31/99
Refined Sugar, Pulp, Molasses, CSB and Beet Seed		$	135,733		$	170,175		$	88,466
Unprocessed Sugarbeets			220,077			289,472			3,817
Maintenance Parts & Supplies			19,716			18,456			19,675
Total Inventories		$	375,526		$	478,103		$	111,958

    Sugar, pulp, molasses and CSB inventories are valued at estimated net realizable value. Unprocessed sugarbeets are valued at the estimated net beet payment plus estimated unit retains to be withheld. Maintenance parts & supplies and beet seed inventories are valued at the lower of average cost or market.

Note 3: Accrued Continuing Costs

    For interim reporting, the Net Proceeds from Member Business is based on the forecasted beet payment and the percentage of the tons of sugarbeets processed to the total estimated tons of sugarbeets to process for a given crop year. Accrued continuing costs represents the difference between the Net Proceeds from Member Business as determined above and actual member business crop year revenues realized and expenses incurred through the end of the reporting period. Accrued continuing costs are reflected in the Financial Statements as a cost on the Statements of Operations and as a current liability on the Balance Sheets.

Note 4: Members' Investments

		Par Value			Shares Authorized		Shares Issued & Outstanding
Preferred Stock:
January 5, 2000		$	76.77		600,000		498,570
November 30, 1999		$	76.77		600,000		498,570
August 31, 1999		$	76.77		600,000		498,570
November 30, 1998		$	76.77		600,000		498,570
Common Stock:
January 5, 2000		$	10.00		4,000		2,953
November 30, 1999		$	10.00		4,000		2,951
August 31, 1999		$	10.00		4,000		2,950
November 30, 1998		$	10.00		4,000		2,834

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998

    This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words "expect", "anticipate", "believe", "may" and similar expressions. The Company's actual results could differ materially from those indicated. Important factors that could cause or contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, available quantity and quality of sugarbeets. For a more complete discussion of "Important Factors", please refer to the Company's 1999 Form 10-K.

Comparison of the Three months Ended November 30, 1999 and 1998

    Revenue for the three months ended November 30, 1999, was $218.0 million, an increase of $22.3 million from 1998. Revenue from total sugar sales increased 15.7 percent reflecting a 15.1 percent increase in hundredweight sold and a .5 percent increase in the average selling price per hundredweight. Revenue from pulp sales decreased 46.7 percent due to a 51.6 percent decrease in the volume of pulp sold partially offset by a 10.1 percent increase in the average selling price per ton. Revenue from molasses sales decreased 23.5 percent due to a 22.7 percent decrease in the average selling price per ton and a 1.0 percent decrease in the volume of molasses sold. Revenue from the sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, increased 5.0 percent due to a 58.9 percent increase in sales volume partially offset by a 33.9 percent decrease in the average selling price per ton.

    Cost of product sold, exclusive of payments for sugarbeets, increased $11.0 million. Direct processing costs for sugar and pulp increased 5.1 percent due to processing 6.7 percent more sugarbeets partially offset by reduced costs of harvesting fewer tons. Fixed and committed expenses increased 18.2 percent reflecting higher depreciation and maintenance costs. The cost associated with sugar purchased to meet customer needs was up $6.4 million due to the increase in purchased sugar activity in distant geographic markets. Change in inventories impacted the cost of product sold favorably by $1.6 million in the first quarter of fiscal 2000 as compared to fiscal 1999.

    Selling, General and Administrative expenses for the three months ended November 30, 1999 increased $.2 million from 1998. Sugar selling expenses increased due to the increased volume of sugar sold offset by lower agri-product freight costs and the suspension of the marketing assessment fee as of September 1, 1999. General and Administrative expenses remained level with last year.

    The increase in accrued continuing costs was due primarily to changes in the volume of sugar sales and production, differences in the timing of incurring processing costs and the amount of unsold inventory on hand.

    Interest expense decreased primarily due to lower average borrowing levels for short-term debt this year partially offset by slightly higher short-term interest rates.

    Other income decreased $3.8 million from last year primarily due to the recognition of the gain in fiscal 1999 from the sale of certain beet seed assets to Betaseed Inc. (BETA), a wholly owned subsidiary of Kleinwanzlebener Saatzucht, Ag.

    Non-member activities resulted in a loss of $.3 million for the three months ended November 30, 1999 as compared to a gain of $4.0 million for the same period last year. The majority of the fiscal 1999 gain is related to the sale of beet seed assets to BETA.

Results of Year 2000 Rollover

    As a result of the extensive efforts over the past two years to become year 2000 compliant, the Company, all of its facilities and associated companies transitioned smoothly into the new year. All production, vendor and customer activities proceeded without incident. The Company remains vigilant and continues to monitor systems and processes to ensure on-going year 2000 compliance.

Liquidity and Capital Resources

    Under the Company's Bylaws and Grower Contracts, payments for member delivered sugarbeets, the Company's principal raw material, are subordinated to all member business expenses. Cash payments to members are spread over a period of approximately one year following delivery of their sugarbeet crops to the Company. All unpaid portions remain available to meet the Company's capital requirements. This member financing arrangement may result in an additional source of liquidity and reduced outside financing requirements in comparison to a similar business operated on a non-cooperative basis. Because sugar is sold throughout the year (while sugarbeets are processed primarily in the fall, winter and spring) and because substantial amounts of equipment are required for its operations, the Company has utilized substantial outside financing on both a seasonal and long-term basis to fund such operations. The majority of such financing has been provided by CoBank, ACB. The Company has a long-term debt commitment with CoBank during 1999 of $201.2 million. In addition, the Company has long-term debt outstanding of $50 million from a private placement of Senior Notes that occurred in September of 1998 and $38.2 million from eight separate issuances of Pollution Control and Industrial Development Revenue Bonds. The Company also has a seasonal line of credit with CoBank, ACB of $290 million that includes a line of credit with Norwest Bank for $10 million and any amounts obtained through issuance of instruments in its commercial paper program. The Company's commercial paper program provides short-term borrowings of up to $150 million.

    The various loan agreements between CoBank, ACB and the Company obligate the Company to maintain or achieve certain amounts of working capital and certain financial ratios and impose restrictions on the Company. As of November 30, 1999, the Company was in compliance with its loan agreements.

    The change in the Company's financial condition from August 31, 1999 to November 30, 1999 is primarily due to normal first quarter seasonality. The first quarter of the Company's fiscal year includes the completion of the sugarbeet harvest, start of the processing campaign, and the initial payments to members for delivered sugarbeets. The cash used in operations of $66 million and investing activities of $7.3 million was funded through the cash provided by financing activities. The net cash provided by financing activities was primarily comprised of the net proceeds from short-term debt of $98.8 million, and proceeds from the installment sale of stock of $3.3 million, partially offset by the payment of the unit retains of $19.7 million.

    Working capital has decreased $15.9 million from $56.7 million at the beginning of the year to $40.8 million as of November 30, 1999 primarily due to additional short-term debt and amounts due growers partially offset by increased inventories. Working capital as of November 30, 1999 was $40.8 million, a decrease of $18.1 million when compared to $58.9 million of working capital in 1998. This decrease was due mainly to decreased inventory levels, partially offset by a decrease in short-term debt.

    Capital expenditures for the three months ended November 30, 1999 were $5.8 million.

    The Company anticipates that the funds necessary for working capital requirements and future capital expenditures will be derived from operations, short-term borrowings, depreciation, unit retains and long-term borrowings.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

    From time to time and in the ordinary course of its business, the Company is named as a defendant in legal proceedings related to various issues, including worker's compensation claims, tort claims and contractual disputes. The Company is currently involved in certain legal proceedings which have arisen in the ordinary course of the Company's business. The Company is also aware of certain other potential claims which could result in the commencement of legal proceedings. The Company carries insurance which provides protection against certain types of claims. With respect to current litigation and potential claims of which the Company is aware, the Company's management believes that (i) the Company has insurance protection to cover all or a portion of any judgments which may be rendered against the Company with respect to certain claims or actions and (ii) any judgments which may be entered against the Company and which may exceed such insurance coverage or which may arise in actions involving potential liabilities not covered by insurance policies are not likely to have a material adverse effect upon the Company, or its assets or operations.

Item 4.  Submission of Matters to a Vote of Security Holders

    At the Crookston Factory District Meeting on November 8, 1999, an election of a Director was held. Ronald E. Reitmeier was re-elected, receiving 89 of the 94 votes cast with 1 abstention. His three-year term expires in December, 2002. Lonn Kiel and Jim Ross will continue as Directors for the Crookston Factory District.

    At the East Grand Forks Factory District Meeting on November 9, 1999, an election of a Director was held. G. Terry Stadstad was re-elected, receiving 103 of the 104 votes cast with 4 abstentions. His three-year term expires in December, 2002. Aime Dufault and Steve Goodwin will continue as Directors for the East Grand Forks Factory District.

    At the Drayton Factory District Meeting on November 10, 1999, an election of a Director was held. Patrick D. Mahar was re-elected, receiving 146 of the 156 votes cast with 6 abstentions. His three-year term expires in December, 2002. Wayne Langen and Robert Vivatson will continue as Directors for the Drayton Factory District.

    At the Moorhead Factory District Meeting on November 11, 1999, an election of a Director was held. Michael A. Astrup was re-elected, receiving 111 of the 121 votes cast. His three-year term expires in December, 2002. Richard Borgen and David Kragnes will continue as Directors for the Moorhead Factory District.

    At the Hillsboro Factory District Meeting on November 12, 1999, an election of a Director was held. Jerry D. Bitker was re-elected, receiving 81 of the 92 votes cast with 2 abstentions. His three-year term expires in December, 2002. Court Hanson and Francis Kritzberger will continue as Directors for the Hillsboro Factory District.

Item 6.  Exhibits and Reports on Form 8-K

    (a) Exhibits

Item No.				Method of Filing
3.1		Restated Articles of Incorporation of American Crystal Sugar Company		Incorporated by reference to Exhibit 3(i) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
3.2		Restated By-laws of American Crystal Sugar Company		Incorporated by reference to Exhibit 3(ii) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
4.1		Restated Articles of Incorporation of American Crystal Sugar Company		See Exhibit 3.1
4.2		Restated By-laws of American Crystal Sugar Company		See Exhibit 3.2
10.1		Growers' Contract (5-year Agreement)		Incorporated by reference to Exhibit 10(f) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
10.2		Growers' Contract (Annual Contract)		Incorporated by reference to Exhibit 10(g) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.3		Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993		Incorporated by reference to Exhibit 10(l) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.4		Uniform Member Marketing Agreement, Pool Basis between Registrant and Midwest Agri-Commodities Company, dated April 14, 1992		Incorporated by reference to Exhibit 10(m) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.5		Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency		Incorporated by reference to Exhibit 10(n) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.6		Loan Agreement between Registrant and St. Paul Bank for Cooperatives, dated December 20, 1993		Incorporated by reference to Exhibit 10(p) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.7		Amended and Restated Loan Agreement between Registrant and First Bank National Association, dated November 22, 1993		Incorporated by reference to Exhibit 10(q) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.8		Pension Contract and Amendments		Incorporated by reference to Exhibit 10(r) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.9		Form of Operating Agreement between Registrant and ProGold Limited Liability Company		Incorporated by reference to Exhibit 10(u) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.10		Form of Member Control Agreement between Registrant and ProGold Limited Liability Company		Incorporated by reference to Exhibit 10(v) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.11		Administrative Services Agreement between Registrant and ProGold Limited Liability Company		Incorporated by reference to Exhibit 10(w) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
10.12		Uniform Member Marketing Agreement		Incorporated by reference to Exhibit 10(x) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.
+10.13		Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995		Incorporated by reference to Exhibit 10(y) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
+10.14		Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995		Incorporated by reference to Exhibit 10(z) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
+10.15		Gas Sales Contract between Registrant and Coastal Gas Marketing Company, dated as of March 20, 1996		Incorporated by reference to Exhibit 10(aa) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
+10.16		Trademark License Agreement between Registrant and The Pillsbury Company, dated as of April 9, 1997		Incorporated by reference to Exhibit 10(dd) from the Company's Registration Statement on Form S-1 (File No. 333-32251), declared effective October 24, 1997.
10.17		Pledge Agreement between Registrant and First Union Trust Company, NA		Incorporated by reference to Exhibit 10(ee) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.
10.18		Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust		Incorporated by reference to Exhibit 10(ff) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.
10.19		Tolling Services Agreement between Crystech, LLC and Registrant		Incorporated by reference to Exhibit 10(gg) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.
10.20		Operations and Maintenance Agreement between Crystech, LLC and Registrant		Incorporated by reference to Exhibit 10(hh) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.
++10.21		Limited Liability Company Agreement of Crystech, LLC		Incorporated by reference to Exhibit 10(ii) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.
10.22		Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC		Incorporated by reference to Exhibit 10(ii) from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.23		Uniform Member Beet Sugar Marketing Agreement		Incorporated by reference to Exhibit 10.23 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.24		Registrant's Senior Note Purchase Agreement		Incorporated by reference to Exhibit 10.24 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.25		Registrant's Senior Note Intercreditor and Collateral Agency Agreement		Incorporated by reference to Exhibit 10.25 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.26		Registrant's Senior Note Restated Mortgage and Security Agreement		Incorporated by reference to Exhibit 10.26 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.27		Term and Seasonal Loan Agreements between the Registrant and St. Paul Bank for Cooperatives dated March 5, 1999		Incorporated by reference to Exhibit 10.27 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
10.28		Employment Agreement between the Registrant and James J. Horvath		Incorporated by reference to Exhibit 10.28 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
21.1		List of Subsidiaries of the Registrant		Incorporated by reference to Exhibit 21.1 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
23.1		Consent of Eide Bailly LLP		Incorporated by reference to Exhibit 23.1 from the Company's Annual Report on Form 10-K for the year ended August 31, 1999.
27		Financial Data Schedule		Filed herewith electronically.

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(b)

No reports were filed on Form 8-K during this quarter.

+

Portions of the Exhibit have been granted confidential treatment by the Commission. The omitted portions have been filed separately with the Commission.

++

Portions of the Exhibit have been deleted from the publicly filed document and have been filed separately with the Commission pursuant to a request for confidential treatment.

SIGNATURES

    Pursuant to the requirement 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
		(Registrant)
Date: January 12, 2000		/s/ THOMAS S. ASTRUP    Thomas S. Astrup   Corporate Controller Duly Authorized Officer

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INDEX

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

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