SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 1999
CENEX HARVEST STATES COOPERATIVES
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(Exact name of registrant as specified in its charter)
Minnesota 333-17865 41-0251095
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
5500 Cenex Drive, Inver Grove Heights, Minnesota 55077
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (651) 451-5151
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
Reference is made to the Press Release issued to the public by the
Registrant on May 6, 1999 and attached hereto as an exhibit, relating to a
timetable between the Registrant and Farmland Industries, Inc., a Kansas
cooperative corporation, establishing a framework for discussing the combination
of their respective assets and business operations into a single entity, through
a merger, consolidation or some other form of business combination transaction.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit Description of Exhibit
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99.1 Press release dated May 6, 1999
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 7, 1999 CENEX HARVEST STATES
COOPERATIVES
/s/ Noel K. Estenson
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Noel K. Estenson
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Press release dated May 6, 1999
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EXHIBIT 99.1
[LOGO] FARMLAND(R) [LOGO] CENEX HARVEST STATES
FOR IMMEDIATE RELEASE For further information, contact:
Lani Jordan, Cenex Harvest States
(651) 451-4946
Sherlyn Manson, Farmland Industries
(816) 459-6230
FARMER-OWNED CENEX HARVEST STATES, FARMLAND
PURSUE UNIFICATION
(May 6, 1999) - Farmland Industries and Cenex Harvest States Cooperatives
announced today they will work toward complete combination of the two
agricultural cooperatives as an opportunity to achieve greater growth,
efficiencies and economic value for the farmers and ranchers who own them.
The announcement followed approval of resolutions supporting the
proposed unification by the Boards of Directors of Cenex Harvest States in St.
Paul, Minn., and Farmland in Kansas City, Mo.
"We see complete consolidation as an important step for our
member-owners in the rapidly changing global marketplace," the chairmen of the
two cooperatives' boards said in a joint statement. "Bringing Cenex Harvest
States and Farmland together should provide greater opportunities for future
growth and cost benefits that will position our farmer-owned system for success.
This move was driven by our membership, which has been telling us for quite some
time that our cooperatives should consider a full unification."
Albert Shivley, manager of American Pride Co-op, Brighton, Colo., is
chairman of the Farmland Board. Co-chairs of the Cenex Harvest States Board are
Gerald Kuster, a Reynolds, N.D., farmer, and Elroy Webster, a Nicollet, Minn.,
farmer.
A timetable adopted by the two companies calls for completing extensive
study of the feasibility of the unification, developing capital and governance
plans, and achieving required government clearance by late 1999, looking forward
to agreement on the terms of a transaction and the execution of definitive
documentation upon the completion of those steps. Member information meetings
would take place in early 2000, followed by a vote to seek the required approval
of the memberships of both cooperatives. While the two companies cannot assure
that agreement will be reached or that the required
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Cenex Harvest States, Farmland pursue consolidation
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membership approval will be obtained, they have tentatively set June 1, 2000, as
a goal for completing the transaction.
"We see this as a tremendous opportunity to add more value in the
agricultural foods system for all stakeholders - our farmer-owners, local
cooperatives, foods customers and the end-consumer," said Cenex Harvest States
Chief Executive Officer Noel Estenson and Farmland President and Chief Executive
Officer H.D. "Harry" Cleberg. "These two cooperatives have complementary
strengths and operations that would allow us to solidly position our
farmer-owners to succeed in the consumer-driven global foods arena."
Cleberg and Estenson added that their goal is to combine the two
companies with minimal impact on employees.
Farmland and Cenex Harvest States have been in separate discussions on
combining their grain operations and their petroleum refining and pipeline
businesses. The companies already have a significant alliance in the sales,
distribution and marketing of petroleum and related products through Country
Energy, LLC. They also have a joint venture involving the manufacture of pet
foods.
Farmland Industries, Inc., (www.farmland.com) is the largest
farmer-owned cooperative in North America with 1998 company sales of $8.8
billion in all 50 states and 90 countries. When including Farmland's share of
the sales of its affiliated businesses, sales were $11.9 billion. Focused on
meeting the needs of its 600,000 farmer-owners in the United States, Canada and
Mexico, Farmland is a highly diversified company with major business lines in
crop production and crop protection products, livestock feeds, petroleum, grain
processing and marketing, and the processing and marketing of pork and beef
products.
Cenex Harvest States (www.cenexharveststates.com) is a
producer-to-consumer cooperative system owned by farmers, ranchers and their
local co-ops from the Great Lakes to the Pacific Northwest and from the Canadian
border to Texas. Fiscal 1998 revenues were $8 billion. This fully integrated
agricultural foods cooperative operates oil refineries/pipelines and provides a
wide variety of products and services ranging from grain marketing to food
processing. Through a broad range of working partnerships, Cenex Harvest States
also markets and distributes petroleum products, agronomic inputs and feed to
rural America, as well as grain and processed food products to customers around
the world.
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