-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KlFABwyfkqOSe7qH2Z/RnzD084wyzAScmmEWD12zz5gdCJlCK10QWVlfxZqSEYfu k3T/Y4EKIit2GG16SGqsaA== 0000941158-95-000006.txt : 19951017 0000941158-95-000006.hdr.sgml : 19951017 ACCESSION NUMBER: 0000941158-95-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH PLAINS CORP CENTRAL INDEX KEY: 0000317551 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 480901658 STATE OF INCORPORATION: KS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08680 FILM NUMBER: 95580715 BUSINESS ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 820 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162694310 MAIL ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 820 CITY: WICHITA STATE: KS ZIP: 67202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GASOHOL REFINERS INC DATE OF NAME CHANGE: 19830807 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required). For the fiscal year ended June 30, 1995 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from ___________to __________. Commission File No. 1-8680 HIGH PLAINS CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-0901658 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 W. Douglas, Suite #820, Wichita, Kansas 67202 (Address and zip code of principal executive offices) (316) 269-4310 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12 (b) of the Act: NONE Securities Registered Pursuant to Section 12 (g) of the Act: Common Stock, $0.10 par value (Title of Class) 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 twelve (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 ninety (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 the 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 September 29, 1995, the aggregate market value of shares of High Plains Corporation Common Stock held by nonaffiliates was approximately $82,167,448. Documents Incorporated by Reference: Portions of the Registrant's definitive Proxy Statement for the 1995 Annual Meeting of Stockholders (the "Proxy Statement") to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, which definitive proxy statement is anticipated to be filed within 120 days after the end of the Registrant's fiscal year end are incorporated by reference in Part III. Portions of the Registrant's 1995 Annual Report to Stockholders for the fiscal year ended June 30, 1995 (the "Annual Report") to be filed pursuant to Rule 14a-3(c) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, which Annual Report is anticipated to be filed within 120 days after the end of the Registrant's fiscal year end are incorporated by reference in Parts I, II and IV. PART I Item 1 BUSINESS High Plains Corporation (the "Company") was incorporated under the laws of the State of Kansas on February 28, 1980. The Company's principal offices are located at 200 W. Douglas, Suite 820, Wichita, Kansas 67202 and its telephone number is (316) 269-4310. (Financial information concerning the Company's operations is incorporated by reference from Management's Discussion and Analysis of financial condition and results of operations (Management's Discussion and Analysis) and the Financial Statements and Notes thereto in the Company's Annual Report.) The Company manufactures and sells ethanol for blending with gasoline as a motor fuel. The Company believes it is currently the sixth largest ethanol producer in the United States. Ethanol increases the oxygen level in gasoline, reducing pollutants, including carbon monoxide and hydrocarbon particulate emissions. The Company operates two ethanol production facilities, one located in Colwich, Kansas and the other in York, Nebraska. Industry sources estimate that 1.4 billion gallons of ethanol were used to oxygenate United States fuel supplies in 1994. Over the last five years, Ethanol production capacity at the Colwich plant has increased from 13.0 million gallons in fiscal 1991 to 17.8 million gallons in fiscal 1995. Production at the York facility began on a test basis in November, 1994, resulting in total production of 15.7 million gallons for this facility in fiscal 1995. The Company's production process depends upon a substantial uninterrupted supply of natural gas. The Company has contracted with NORAM Energy Services, Inc. to provide natural gas to the Colwich plant and with Peoples Natural Gas to provide natural gas to the York plant and believes these supplies will be sufficient for its production at the two plants. Other materials used in the production of ethanol are readily available from numerous suppliers. In addition, the Company is dependent on rail transportation to ship its ethanol and distillers grain (DDG) to its customers. Any interruption of rail transportation due to a rail strike or any other circumstance would have a significant detrimental effect on the Company's operations. During fiscal 1995 and in prior years, the Company has maintained sufficient grain storage for three to five days of production. In times when grain prices were believed to be at a temporary low, with increases expected in the near future, the Company not only attempted to keep onsite storage nearly full and buy and store grain in offsite leased storage facilities, but also attempted to contract grain at lower current prices for delivery in the future. The Company believes that the exclusive grain supply agreement entered into with Farmland Industries, Inc., during fiscal 1995 will eliminate the need to buy and store grain offsite and allow the Company to minimize grain inventory levels onsite. (Also see discussion of raw materials in Management's Discussion and Analysis in the Company's Annual Report, which is incorporated by reference herein.) The maximum finished ethanol inventory attempted to be kept in stock equals approximately four to five days of production. Also, typical payment terms in the industry are "Net 10 days from delivery". As such, low quantities of finished goods and quick payment terms from customers help to minimize the working capital needs of the Company. The market price of ethanol is not related to grain prices, but has historically been determined by the price of gasoline and federal tax incentives. Therefore, High Plains is generally not able to compensate for increases in the cost of grain feedstock through adjustments in prices charged for its ethanol. (For information regarding the seasonality of the Company's business see "Seasonality" discussion in Management's Discussion and Analysis in the Company's Annual Report which is incorporated by reference herein.) For the year ended June 30, 1995, the Company's sales of ethanol to three customers represented in the aggregate approximately 50.6% of the Company's total sales.In April, 1994, the Company began direct marketing of its DDG. However, in January, 1995, the Company entered into an exclusive agreement with ICM, Inc., to broker virtually all of the Company's DDG production. This exclusive agreement will automatically renew for successive 90 day periods unless written notice of termination is issued 90 days prior to the end of a term. The primary market for the Company's DDG continues to be feed manufacturers of animal and pet foods, and direct consumers such as feedlots and dairies. The Company is in direct competition with other ethanol producers, many of which have greater resources than the Company. The largest ethanol producers include Archer Daniels Midland, Pekin Energy Co., and New Energy Co. of Indiana which are capable of producing approximately 700 million, 100 million, and 75 million gallons of ethanol per year, respectively. In addition, there are several other competitors of a similar size and with similar resources to the Company. Recent estimates place total domestic ethanol production capacity at 1.5 billion gallons per year. Plans to construct new plants and the expansion of existing plants have been announced by various third parties. However, the Company is unable to accurately predict the number and production capacity of the plants which ultimately may be constructed, or the effect of resulting production, upon the demand or price for ethanol. The Company competes with the other ethanol producers on the basis of price and, to a lesser extent, delivery and service. High Plains believes that it is able to compete favorably with other ethanol producers due to its proximity to ample grain supplies and the efficiencies of the plants. The Company also believes that its locations offer an advantage over other ethanol producers in that the Company has ready access by rail to growing ethanol markets, which reduces its cost of sales. The Company is also in competition with producers of MTBE, a petrochemical derived from methanol which costs less to produce than ethanol. Many major oil companies produce MTBE, and because it is petroleum based, its use is strongly supported by such oil companies. These companies have significantly greater resources than the Company to market MTBE and to influence legislation and public perception of MTBE. These companies also have sufficient resources to begin production of ethanol should they choose to do so. The Company is subject to extensive environmental regulation at the federal, state and local level. Air quality at the Colwich plant is regulated by the Environmental Protection Agency and the Division of Environment of the Kansas Department of Health and Environment (the "KDHE"). The KDHE regulates emission of volatile organic compounds into the air. Volatile organic compound emissions are checked on a monthly basis, and the Company must submit semi-annual reports to the KDHE. The Company is required to obtain an air operating permit from the KDHE and must obtain KDHE approval to make plant alterations that could change the emission levels. The KDHE also regulates the water usage, waste water discharge and hazardous waste at the Colwich plant under Kansas water pollution control and hazardous waste laws. Water usage and waste water effluent quality are checked daily and monthly reports are filed with the KDHE. The Company is also required to submit periodic reports pursuant to the Kansas and federal Emergency Planning Community Right-to-Know Act. At the local level, the Company files semi-annual reports with the Sedgwick County Community Health Department regarding air quality at the Colwich plant. The York facility is subject to similar environmental regulations at the federal, state and local level. Air quality at the York plant is regulated by the Environmental Protection Agency and the Nebraska Department of Environmental Quality (NDEQ). The Company submits various reports routinely throughout the year concerning emissions of volatile compounds. The Company was required to obtain an air operating permit from the NDEQ and must obtain approval to make any plant alterations that could change the emission levels. The NDEQ also regulates waste water discharge at the York Plant. Waste water effluent quality is tested daily, and monthly reports are filed. The York facility is also required to submit periodic reports pursuant to the Nebraska and Federal Emergency Planning Community Right-to-Know Act. The Company has received air quality, water discharge permits, and all other permits required for operations at the York location. At June 30, 1995, the Company employed 127 persons. These included 42 employees at the Colwich, Kansas plant, 77 employees at the York, Nebraska plant, and 8 employees in the Wichita, Kansas corporate office. Item 2 PROPERTIES The Company's principal executive offices at 200 W. Douglas, Suite 820, Wichita, Kansas are leased and cover approximately 2,800 square feet. The Company presently owns the approximately 70 acres of land and the improvements thereon which comprise its Colwich, Kansas plant. Bank One, Indianapolis, N. A. holds a mortgage on this land, as well as the ethanol production plant as security for its loan to the Company. The Company presently owns approximately 142 acres of land northeast of York, Nebraska that it purchased on September 13, 1993. Approximately 59 acres were required for the ethanol facility that was completed in November, 1994. Bank One, Indianapolis, N. A. holds a mortgage on approximately 59 acres used by the ethanol facility as well as the ethanol production plant as security for its loan to the Company. The Company presently owns approximately 28 acres outside of New Iberia, Louisiana. This land and equipment does not serve as collateral for any Company debt and is being offered for sale. Item 3 LEGAL PROCEEDINGS Commodity Specialist Company, (CSC) is a distributor of agricultural products which, from 1988 until April 1994, marketed and sold DDG produced by the Company. A dispute developed between the Company and CSC after the termination of the contract under which CSC sold the Company's DDG. In early September 1995, the Company filed suit in the U.S. District Court for the District of Kansas, against CSC in an attempt to collect approximately $110,000 which the Company believes is owed by CSC for DDG sold but not paid for by CSC. Subsequently, CSC filed a suit in the U.S. District Court for the District of Minnesota, Fourth Division, against the Company claiming damages in excess of $1.2 million for lost profits, costs and expenses allegedly resulting from the termination of the contract and from the Company's delivery of contaminated DDG to CSC for re-sale. No reserves have been made for fiscal 1994 or fiscal 1995 for any amounts which may be payable to CSC; although for accounting purposes, a receivable of approximately $100,000 due from CSC to the Company was provided for in fiscal 1994. The Company has made a claim against its product liability insurance carrier to defend the action, although the insurance carrier has initially indicated that its policy may not cover the claims made by CSC. The Company intends to pursue the issue of insurance coverage, and to vigorously defend the action filed by CSC. The Company believes that the ultimate resolution of this dispute will not have a material adverse effect on the Company's financial condition. Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the stockholders of the Company during the fourth quarter of the fiscal year ended June 30, 1995. PART II Item 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The Company's Common Stock is traded on the NASDAQ National Market System under the symbol HIPC. The number of holders of record of the Company's common stock as of September 29, 1995, was approximately 8,580 determined by an examination of the Company's transfer book and through broker search. The Company has not declared or paid any cash dividends on its Common Stock since its organization in 1980. The Company did not declare or pay any dividends related to the Company's 11 1/2% Cumulative Preferred Stock during fiscal 1995. The Company is currently restricted by loan covenants from paying dividends on its capital stock until the York, Nebraska facility has been in continuous operation for a period of eighteen months. Thereafter the Company is restricted from paying dividends if an event of default or unmatured event of default has occurred and continues or would occur by reason of payment of any such dividend. The Company does not intend to declare or pay any cash dividends in the foreseeable future. The payment and rate of future cash dividends on the Company's Common Stock, if any, would be subject to review by the Board of Directors in light of the Company's financial condition, results of operations, capital requirements and other factors deemed relevant at that time. Additional information relating to this item is hereby incorporated by reference from the "Market For Registrant's Common Equity" section of the 1995 High Plains Corporation Annual Report to Stockholders for the year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a-3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 6 SELECTED FINANCIAL DATA The information relating to this item is hereby incorporated by reference from the "Five Year Summary of Selected Financial Data" in the 1995 High Plains Corporation Annual Report to Stockholders for the year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a-3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information relating to this item is hereby incorporated by reference from the "Management's Discussion and Analysis" in the 1995 High Plains Corporation Annual Report to Stockholders for the year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a-3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information relating to this item with the exception of the financial statement schedules is hereby incorporated by reference from the Financial Statements and Notes thereto in the 1995 High Plains Corporation Annual Report to Stockholders for the year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a-3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III Item 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information relating to this item is hereby incorporated by reference from the High Plains Corporation definitive Proxy Statement for the "Directors and Executive Officers" section of the 1995 Annual Meeting of Stockholders, which is anticipated to be filed pursuant to Regulation 14A within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 11 EXECUTIVE COMPENSATION The information relating to this item is hereby incorporated by reference from the "Executive Compensation" section of the High Plains Corporation definitive Proxy Statement for the 1995 Annual Meeting of Stockholders, which is anticipated to be filed pursuant to Regulation 14A within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information relating to this item is hereby incorporated by reference from the "Security Ownership of Certain Beneficial Owners and Management" section of the High Plains Corporation definitive Proxy Statement for the 1995 Annual Meeting of Stockholders, which is anticipated to be filed pursuant to Regulation 14A within 120 days after the end of the Company's fiscal year ended June 30, 1995. Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information relating to this item is hereby incorporated by reference from the "Certain Relationships and Related Transactions" section of the High Plains Corporation definitive Proxy Statement for the 1995 Annual Meeting of Stockholders, which is anticipated to be filed pursuant to Regulation 14A within 120 days after the end of the Company's fiscal year ended June 30, 1995. PART IV Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents Filed as a Part of This Report (1) Financial Statements Statements of Operations - Years Ended June 30, 1995, 1994, and 1993 * Statements of Stockholder's Equity - Years Ended June 30, 1995, 1994, and 1993 * Balance Sheets - June 30, 1995 and 1994 * Statements of Cash Flows - Years Ended June 30, 1995, 1994, and 1993 * Notes to Financial Statements * Independent Auditors' Report on Financial Statements * *Incorporated by reference from the Company's 1995 Annual Report to Stockholders for the year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a- 3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995. (2) Financial Statement Schedules Independent Auditors' Report on Financial Statements Schedules Financial Statement Schedules: V -Property, Plant and Equipment VI -Accumulated Depreciation on Property, Plant and Equipment X -Supplementary Income Statement Information (3) Exhibits See Index to Exhibits attached hereto and incorporated by reference herein. (b) Reports on Form 8-K The Company filed no reports on Form 8-K during the fourth quarter of the fiscal year ended June 30, 1995. (c) Exhibits Exhibits are listed in Item 14(a)(3) and filed as part of this report. (d) Financial Statement Schedules The financial statement schedules listed in Item 14(b) are filed as part of this report. 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 in Wichita, Kansas on the 3rd day of October, 1995. HIGH PLAINS CORPORATION By: /Stanley E. Larson/ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date President, Chairman of the Board and a Director (Principal /Stanley E. Larson/ Executive Officer) October 3, 1995 /H. Tom Ritchie/ Director/Secretary October 3, 1995 /Roger D. Skaer/ Director/Treasurer October 3, 1995 /John F. Chivers/ Director October 3, 1995 /Daniel O. Skolness/ Director October 3, 1995 /Donald M. Wright/ Director October 3, 1995 Executive Vice President /Raymond G. Friend/ Chief Financial Officer October 3, 1995 INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES The Board of Directors and Stockholders High Plains Corporation We have audited the financial statements of High Plains Corporation as of June 30, 1995 and 1994, and for each of the three years in the period ended June 30, 1995, and have issued our report thereon dated August 11, 1995; such financial statements and report are included in your 1995 annual Report to Stockholders and are incorporated herein by reference. Our auditors also included the financial statement schedules of High Plains Corporation listed in Item 14. These financial statement schedules are the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. ALLEN, GIBBS & HOULIK, L.C. Wichita, Kansas August 11, 1995 SCHEDULE V HIGH PLAINS CORPORATION PROPERTY, PLANT AND EQUIPMENT Years Ended June 30, 1995, 1994, and 1993
Other Balance, Changes Balance, Description Beginning Additions Retire- Adds End of of Year at Cost ments (Deduct) Year Year ended June 30, 1995: Land and improvements 177,783 -- ( 35,500) -- 142,283 Ethanol plant 37,502,487 695,690 ( 1,076,199) 35,265,299 72,387,277 Other facilities and equipment 249,662 68,209 ( 17,661) -- 300,210 Office equipment 248,983 87,787 ( 105,486) -- 231,284 Leasehold improvements 43,798 4,204 -- -- 48,002 Construction-in-progr 19,105,781 16,159,518 -- (35,265,299) -- 57,328,494 17,015,408 ( 1,234,846) -- 73,109,056 Year ended June 30, 1994: Land and improvements 177,783 -- -- -- 177,783 Ethanol plant 36,563,646 1,191,367 ( 252,526) -- 37,502,487 Other facilities and equipment 231,974 17,688 -- -- 249,662 Office equipment 173,122 75,861 -- -- 248,983 Leasehold improvements 14,833 28,965 -- -- 43,798 Construction-in-progre 3,030,044 16,075,737 -- -- 19,105,781 40,191,402 17,389,618 ( 252,526) -- 57,328,494 Year ended June 30, 1993: Land and improvement 181,893 -- ( 4,110) -- 177,783 Partially completed fluorocarbon plant 1,017,342 -- -- (1,017,342) -- Ethanol plant 32,710,690 2,835,614 -- 1,017,342 36,563,646 Other facilities and equipment 632,971 81,813 ( 482,810) -- 231,974 Office equipment 114,931 58,191 -- -- 173,122 Leasehold improvements 4,030 14,833 ( 4,030) -- 14,833 Construction-in-progress -- 3,030,044 -- -- 3,030,044 34,661,857 6,020,495 ( 490,950) -- 40,191,402 Depreciation: The estimated lives on which the depreciation provision was based are as follows: Prior to 1995 1995 Land improvements 20 yrs 20 yrs Ethanol plant 5 - 40 yrs 20 yrs Other facilities and equipment 5 - 10 yrs 5 - 20 yrs Office equipment 3 - 10 yrs 3 - 10 yrs Leasehold improvements 5 yrs 3 - 5 yrs
SCHEDULE VI HIGH PLAINS CORPORATION ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT Years Ended June 30, 1995, 1994, and 1993 Other Balance, Changes Balance, Beginning Retire- Add End of Description of Year Provision ments (Deduct) Year Year ended June 30, 1995: Ethanol plant $12,672,908 $1,915,625 $(115,848) $( 4,413) $14,468,272 Other facilities and equipment 144,267 42,034 ( 3,699) 4,413 187,015 Office equipment 123,453 28,322 ( 19,215) -- 132,560 Leasehold improvements 8,760 9,810 -- -- 18,570 $12,949,388 $1,995,791 $(138,762) $ -- $14,806,417 Year ended June 30, 1994: Ethanol plant $10,683,654 $2,016,474 $ -- $ -- $12,672,908 Other facilities and equipment 106,817 37,450 (27,220) -- 144,267 Office equipment 95,638 27,815 -- -- 123,453 Leasehold improvements -- 8,760 -- -- 8,760 $10,886,109 $2,090,499 $ (27,220) $ -- $12,949,388 Year ended June 30, 1993: Partially completed fluorocarbon plant $ 109,497 $ 5,859 $ -- $ (115,356) $ -- Ethanol plant 8,802,078 1,766,220 -- 115,356 10,683,654 Other facilities and equipment 176,373 31,632 (101,188) -- 106,817 Office equipment 81,390 14,248 -- -- 95,638 Leasehold improvements 4,030 -- (4,030) -- -- $ 9,173,368 $1,817,959 $(105,218) $ -- $10,886,109
SCHEDULE X HIGH PLAINS CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION Years Ended June 30, 1995, 1994 and 1993 Year ended June 30, 1995: Maintenance and repairs . . . . . . . . . . . . . $ 1,004,573 Amortization of intangible assets . . . . . . . . 65,857 Taxes, other than payroll and income taxes. . . . 382,073 Year ended June 30, 1994: Maintenance and repairs . . . . . . . . . . . . . $ 1,020,319 Amortization of intangible assets . . . . . . . . -- Taxes, other than payroll and income taxes. . . . 207,789 Year ended June 30, 1993: Maintenance and repairs . . . . . . . . . . . . . $ 358,209 Amortization of intangible assets . . . . . . . . -- Taxes, other than payroll and income taxes. . . . 139,160 Page 1 of 4 Index to Exhibits 3-1 Articles of Incorporation of the Company dated February 28, 1980. (incorporated by reference from Exhibit 3-1 to the Company's Registration Statement on Form S-1, dated February 9, 1993). 3-2 Certificate of Amendment to Articles of Incorporation of the Company, dated May 5, 1980 (incorporated by reference from Exhibit 3-2 to the Company's Registration Statement on Form S-1, dated February 9, 1993). 3-3 Certificate of Amendment to Articles of Incorporation of the Company, dated August 4, 1983. (incorporated by reference from Exhibit 3-3 to the Company's 1983 Annual Report on Form 10-K). 3-4 Certificate of Amendment to Articles of Incorporation of the Company, dated December 16, 1986. (incorporated by reference from Exhibit 3-4 to the Company's Registration Statement on Form S-1, dated April 18, 1988). 3-5 Amended Bylaws of the Company, dated January 15, 1981. (incorporated by reference from Exhibit 3-5 to the Company's Registration Statement on Form S-1, dated April 18, 1988). 3-6 Amendment to Article III, Sections 1 and 2 of Bylaws of the Company. (incorporated by reference from Exhibit 3-6 to the Company's Registration Statement on Form S-1, dated April 18, 1988). 3-7 Certificate of Amendment to Articles of Incorporation of the Company dated October 14, 1994, increasing the number of shares which the Company may issue to fourteen million shares of Common Stock and twenty-five thousand shares of Preferred Stock. 3-8 Certificate of Amendment to Articles of Incorporation of the Company dated November 22, 1994 increasing the number of shares which the Company may issue to fifty million shares of Common Stock and five million shares of Preferred Stock. Page 2 of 4 4-1 Form of Common Stock Certificate (incorporated by reference from Exhibit 4-1 to the Company's Registration Statement on Form S-1, dated April 18, 1988). 10-1 Ethanol production credit agreement with the State of Nebraska Department of Revenue dated October 9, 1992 (incorporated by reference from Exhibit 10-7 to the Company's annual filing on Form 10-K, dated June 30, 1994). 10-2 High Plains Corporation 1990 Stock Option Plan (incorporated by reference from Exhibit 10-8 to the Company's Registration Statement on Form S-1, dated February 9, 1993). 10-3 High Plains Corporation 1992 Stock Option Plan (incorporated by reference from Exhibit 10-14 to the Company's Registration Statement on Form S-1, dated February 9, 1993). 10-4 Gas Sales Contract dated September 1, 1989, between the Company and Arkla General Supply Company, a division of Arkla Energy Marketing Company (the "Arkla Agreement") (incorporated by reference from Exhibit 10-15 to the Company's Registration Statement on Form S-1, dated February 9, 1993). 10-5 Lease dated April 12, 1993 between High Plains Corporation and Garvey Center L.C. (incorporated by reference from Exhibit 10-8 to the Company's annual filing on Form 10-K, dated June 30, 1994). 10-6 Gas Sales Contract dated May 13, 1994, between the Company and Peoples Natural Gas Company (incorporated by reference from Exhibit 10-10 to the Company's annual filing on Form 10-K, dated June 30, 1994). 10-7 Letter Agreement dated August 15, 1994 between NorAm Energy Services, Inc. (formerly Arkla Energy Marketing Company), amending the Arkla Agreement (incorporated by reference from Exhibit 10-16 to the Company's Registration Statement on Form S-1, dated February 9, 1993). Page 3 of 4 10-8 Letter of Agreement dated September 14, 1994, between Peoples Natural Gas, Division of Utili-Corp United, Inc. and the Company regarding transportation costs on natural gas usage (incorporated by reference from Exhibit 10-12 to the Company's annual filing on Form 10-K, dated June 30, 1994). 10-9 Exchange and Release Agreements dated October 18, 1994, providing conversion rights for the 11 1/2% Cumulative Preferred Stock to Common Stock (incorporated by reference from Exhibit 10-2 to the Company's quarterly filing on Form 10-Q, dated September 30, 1994). 10-10 Promissory Note, converting construction loan to term loan dated October 31, 1994, between Bank One, Indianapolis, N.A., and the Company (incorporated by reference from Exhibit 10-3 to the Company's quarterly filing on Form 10-Q dated September 30, 1994). 10-11 Amendment to the Company's 1990 Stock Option Plan, dated November 18, 1994, increasing the number of shares available under the plan and granting of additional options to replace certain options when exercised. 10-12 Amendment to the Company's 1992 Stock Option Plan, dated November 18, 1994, increasing the number of shares available under the plan and granting of additional options to replace certain options when exercised. 10-13 Real Estate Installment Agreement dated January 19, 1995, between David J. Vander Griend and the Company, regarding sale of certain real estate (incorporated by reference from Exhibit 10-5 to the Company's filing on Form 8-K dated January 19, 1995). 10-14 Asset Purchase Agreement dated January 19, 1995, between ICM, Inc. and the Company, regarding sale of various tangible and intangible property (incorporated by reference from Exhibit 10-6 to the Company's filing on Form 8-K dated January 19, 1995). 10-15 Consulting and Services Agreement dated January, 19, 1995, between ICM, Inc. and the Company, regarding minimum guaranteed services to be provided (incorporated by reference from Exhibit 10-7 to the Company's filing on Form 8-K dated January 19, 1995). Page 4 of 4 10-16 Agreement between the Company and ICM for purchase of Wet Distiller's Grains with Solubles, Dried Distiller's Grains with Solubles, and Solubles, dated January 19, 1995 (incorporated by reference from Exhibit 10-8 to the Company's filing on Form 8-K dated January 19, 1995). 10-17 Employment Agreement dated April 1, 1995, between the Company and Stanley E. Larson, for the continuation of employment through July 1, 2000. 10-18 Employment Agreement dated April 1, 1995, between the Company and Raymond G. Friend, for the continuation of employment through July 1, 2000. 10-19 Agreement between Farmland Industries, Inc., and the Company, commencing July 1, 1995, for the exclusive supply of grain feedstock. 11-1 Statement on Computation of Per Share Earnings (incorporated by reference from the Company's 1995 Annual Report to Stockholders for the fiscal year ended June 30, 1995 which is anticipated to be filed pursuant to Rule 14a-3(c) within 120 days after the end of the Company's fiscal year ended June 30, 1995). 18-1 Accountants Letter re: Change in Accounting Principals (incorporated by reference from Exhibit 18-1 to the Company's quarterly filing on Form 10-Q dated September 30, 1994). 24-1 Consent of Allen, Gibbs, and Houlik, L.C., independent certified public accountants. 27-1 Financial Data Schedule. EX-3 2 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE COMPANY Exhibit 3-7 Page 1 of 4 STATE OF KANSAS [SEAL: STATE OF KANSAS] OFFICE OF SECRETARY OF STATE BILL GRAVES To all to whom these presents shall come, Greetings: I, Bill Graves, Secretary of State of the State of Kansas, do hereby certify that the attached is a true and correct copy of an original on file and of record in this Office. [SEAL: PAT KETTLER, REGISTER OF DEEDS JAN 23, 1995] In testimony whereof: I hereto set my hand and cause to be affixed my official seal. Done at the City ofTopeka on the date below: Dec. 30, 1994 [SEAL: SECRETARY OF STATE STATE OF KANSAS] BILL GRAVES SECRETARY OF STATE Exhibit 3-7 Page 2 of 4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF HIGH PLAINS CORPORATION We, Stanley E. Larson, President, and Hale Thompson Ritchie II, Secretary, of High Plains Corporation, a corporation organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Board of Directors of the corporation the board adopted a resolution setting forth the following amendments to the Fourth, Eighth, Ninth, Tenth and Eleventh Articles of the Articles of Incorporation and declared its advisability, to-wit: FOURTH: The total number of shares which the Corporation may issue shall be fourteen million twenty-five thousand (14,025,000) comprised of: (a) Fourteen million (14,000,000) shares of Common Stock, par value $.10 per share; and (b) Twenty-five thousand (25,000) shares of Preferred Stock, no par value per share. Authority is expressly granted to the Board of Directors of this Corporation to fix by resolution or resolutions thereof any voting powers, designations, preferences, rights, qualifications, limitations or restrictions of any class or of any series of such authorized shares which are not in conflict with the provisions hereof. EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the state of Kansas, the Board of Directors of the Corporation is authorized and empowered to adopt, alter, amend and repeal the bylaws of the Corporation in any manner not inconsistent with the laws of the state of Kansas. NINTH: The Corporation shall, to the fullest extent permitted by Section 17-6305 of the Kansas General Corporation Code, or any successor provision, as presently in effect or as hereafter may be amended, indemnify all persons whom it may indemnify pursuant thereto and shall advance expenses of litigation to directors and officers in accordance with the procedures and limitations set forth in the bylaws. TENTH: Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares of each class of securities then entitled to be voted thereon shall be required for approval of any merger or consolidation, or any sale, lease, exchange, transfer or other disposition of all, or substantially all, of the assets Exhibit 3-7 Page 3 of 4 of the Corporation, unless such merger, consolidation, sale, lease, exchange, transfer or disposition is with a subsidiary whoily-owned by the Corporation. The affirmative vote of the holders of at least seventy-five percent (75%) of the shares of the Corporation then entitled to be voted in an election of directors shall be required to amend or repeal, or to adopt any provision inconsistent with this Article TENTH. For purposes of this Article TENTH, shares not voting shall count as votes against any such proposed amendment, repeal or adoption of such inconsistent provision. ELEVENTH: No stockholder shall have any preemptive right to subscribe to an additional issue of stock of the Company of any class or series thereof, or to any security of the Company convertible into such stock. We further certify that thereafter, pursuant to the resolution and in accordance with the bylaws of the corporation and the laws of the State of Kansas, the Board of Directors called a meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant to notice and in accordance with the statutes of the State of Kansas, the stockholders convened and considered the proposed amendment. We further certify that at the meeting a majority of the stockholders entitled to vote voted in favor of the proposed amendment. We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended. In Witness Whereof, we have hereunto set our hands and affixed the seal of the corporation this 14th day of October, 1994. Stanley E. Larson, President Hale Thompson Ritchie II, Secretary Exhibit 3-7 Page 4 of 4 STATE OF KANSAS ) )ss. COUNTY OF SEDGWICK ) Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared Stanley E. Larson, President, and Hale Thompson Ritchie II, Secretary, of the corporation named in this document, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same this 14 day of October, 1994. [SEAL: DIANA L. VERBLE NOTARY PUBLIC STATE OF KANSAS] Diana L. Verble Notary Public My appointment or commission expires: 4/8/98 EX-3 3 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE COMPANY Exhibit 3-8 Page 1 of 5 STATE OF KANSAS [SEAL: STATE OF KANSAS] OFFICE OF SECRETARY OF STATE RON THORNBURGH To all to whom these presents shall come, Greetings: I, Ron Thornburgh, Secretary of State of the State of Kansas, do hereby certify that the attached is a true and correct copy of an original on file and of record in this office. [SEAL: PAT KETTLER, REGISTER OF DEEDS APRIL 18, 1995] In testimony whereof: I hereto set my hand and cause to be affixed my official seal. Done at the City of Topeka on the date below: Apr 12, 1995 [SEAL: SECRETARY OF STATE STATE OF KANSAS] RON THORNBURGH SECRETARY OF STATE Exhibit 3-8 Page 2 of 5 CERTIFICATE OF AMENDMENT TO ARTICLES OFINCORPORATION OF HIGH PLAINS CORPORATION We, Stanley E. LArson, President, and Hale Thompson Ritchie II, Secretary, of High Plains Corporation, a corporation and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Board of Directors of the Corporation the board adopted a resolution setting forth the following amendments to the Fourth Article of the Articles of Incorporation and declared its advisability, to-wit: FOURTH: The total number of shares which the Corporation may issue shall be fifty-five million (55,000,000) comprised of: (a) Fifty million (50,000,000) shares of Common Stock, par value $.10 per share; and (b) Five million (5,000,000) shares of Preferred Stock, no par value per share. Authority is expressly granted to the Board of Directors of this Corporation to fix by resolution or resolutions thereof any voting powers, designations, preferences, rights, qualifications, limitations, or restrictions of any class or of any series of these preferred shares which are not in conflict with the provisions hereof. We further certify that thereafter, pursuant to the resolution and in accordance with the bylaws of the Corporation and the laws of the State of Kansas, the Board of Directors called a meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant to notice and in accordance with the statutes of the State of Kansas, the stockholders convened and considered the proposed amendment. We further certify that at the meeting a majority of the stockholders entitled to vote voted in favor of the proposed amendment. We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended. In Witness Whereof, we have hereunto set our hands and affixed the seal of the corporation this 22 day of November, 1994. Stanley E. Larson, President Hale Thompson Ritchie II, Secretary Exhibit 3-8 Page 3 of 5 STATE OF KANSAS )ss. COUNTY OF SEDGWICK ) Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared Stanley E. Larson, President, and Hale Thompson Ritchie II, Secretary, of the Corporation named in this document, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same this 7 day of December, 1994. [SEAL: DIANA L. VERBLE NOTARY PUBLIC STATE OF KANSAS] Diana L. Verble Notary Public My appointment or commission expires: 4/8/98 Exhibit 3-8 Page 4 of 5 STATEMENT OF UNANIMOUS CONSENT TO ACTION TAKEN IN LlEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF HIGH PLAINS CORPORATION In lieu of a special meeting of the Board of Directors of High Plains Corporation, a Kansas corporation, the undersigned, being all of the directors of the Corporation, do hereby consent to the adoption of, and do hereby adopt, the following resolution. BE IT RESOLVED, by the Board of Directors of High Plains Corporation, that it is necessary and advisable that Article FOURTH of the Articles of Incorporation by amended so as to read as follows: FOURTH: The total number of shares which this Corporation may issue shall be fifty-five million (55,000,000) composed of: (a) Fifty million (50,000,000) shares of Common Stock, par value $.10 per share; and (b) Five million (5,000,000) shares of Preferred Stock, no par value per share; and Authority is expressly granted to the Board of Directors of this Corporation to fix by resolution or resolutions thereof any voting powers, designations, preferences, rights, qualifications, limitations or restrictions of any class or of any series of these preferred shares which are not in conflict with the provisions herein. BE IT FURTHER RESOLVED, that such amendment to the Articles of Incorporation be submitted to the annual meeting of stockholders of the Corporation to be held on November 18, 1994 at the principal office of the Corporation, or at such other designated location, as deemed necessary, and that the Secretary be instructed to give notice to all stockholders in the manner provided in the By-laws. Dated: 11/22, 1994 Stanley E. Larson Hale Thompson Ritchie II Daniel O. Skolness Exhibit 3-8 Page 5 of 5 Roger D. Skaer Donald M. Wright Jack F. Chivers EX-10 4 AMENDMENT TO THE COMPANY'S 1990 STOCK OPTION PLAN Exhibit 10-11 Page 1 of 1 Amendment #1 to the High Plains Corporation 1990 Stock Option Plan (the "Plan") November 18, 1994 The 1990 Plan is hereby amended to reflect the following changes: Section C. The number of shares of Common Stock that may be optioned or sold under the Plan is one million, two hundred thousand (1,200,000). Such number reflects stock splits that have occurred since the inception of the Plan through November 18, 1994. Section E. In addition to the method for granting options described in Section E. of the Plan, any person holding unexercised options granted under the Plan shall, upon exercise of each of those options and payment of the exercise price, be granted an option to purchase the like quantity of Common Shares as those exercised in order to replace their options. This provision shall only apply to the Plan options that were issued other than under this Amendment (the "Original Options"). Section F. The option price of any options granted under this Amendment shall be equal to the closing sales price of Company Common Stock (appropriately adjusted for any stock split, stock dividend, combination or exchange) as reported in the NASDAQ National Market System on the day the Original Options granted under the Plan are exercised. Section G. The exercise period for options granted pursuant to this Amendment shall expire, and any such options granted shall be no longer exercisable, on the later to occur of (i) the expiration date of the originally surrendered option or (ii) one year from the date of grant of such option. Section G. Any option granted pursuant to this Amendment shall vest immediately. section M. The termination date of the Plan is eliminated EX-10 5 AMENDMENT TO THE COMPANY'S 1992 STOCK OPTION PLAN Exhibit 10-12 Page 1 of 1 Amendment to the High Plains Corporation 1992 Stock Option Plan (the "Plan") November 18, 1994 The 1992 Plan is hereby amended to reflect the following changes: Article III, Section 8. The number of options available under the Plan is three million (3,000,000). Such number reflects stock splits that have occurred since the inception of the Plan through November 18, 1994. Article II, Section 3; Article III, Section 10 and 11. In addition to the other methods for granting options as specified in the Plan, any person holding unexercised options granted under the Plan shall, upon exercise of each of those options and payment of the exercise price, be granted an option to purchase the like quantity of Common Shares as those exercised in order to replace their options. This provision shall only apply to the Plan options that were issued other than under this Amendment (the "Original Options"). Article III, Section 15. The option price of any options granted under this Amendment shall be equal to the closing sales price of Company Common Stock (appropriately adjusted for any stock split, stock dividend, combination or exchange) as reported in the NASDAQ National Market System on the day the Original Options granted under the Plan are exercised. Article III, Section 15. The exercise period for options granted pursuant to this Amendment shall expire, and any such options granted shall be no longer exercisable, on the later to occur of (i) the expiration date of the originally surrendered option or (ii) one year from the date of grant of such option. Other Matters. Any option granted pursuant to this Amendment shall vest immediately. The formula Plan provision as set out in this Amendment may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, ERISA, or the rules thereunder. Each such amendment requires stockholder approval. EX-10 6 EMPLOYMENT AGREEMENT Exhibit 10-17 page 1 of 13 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of April 1, 1995, by and between High Plains Corporation, a Kansas corporation (the "Company") and Stanley E. Larson (the "Employee"). W I T N E S S E T H: WHEREAS, the Company believes it to be in its best interest to provide for continuity of management and to provide protection for its valuable trade secrets and confidential information; WHEREAS, the Company and the Employee entered into that certain Employment Agreement dated April 1, 1993 (the "Prior Employment Agreement"); WHEREAS, the Company and the Employee desire to replace the Prior Employment Agreement with this Agreement to provide long-term executive salary protection during a critical corporate expansion period and to create a meaningful compensation incentive program based on corporate profitability for present and future executive officers; WHEREAS, the Company desires to employ the Employee and the Employee is willing to render his services to the Company on the terms and conditions with respect to such employment hereinafter set forth. NOW, THEREFORE, in consideration of the promises, terms and conditions hereof, the Company and the Employee hereby agree as follows: 1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company upon the terms and conditions hereinafter set forth. 2. Exclusive Services. The Employee shall devote all necessary working time, ability and attention to the business of the Company during the term of this Agreement and shall not, directly or indirectly, render any services of a business, commercial, or professional nature to any other person, corporation, or organization whether for compensation or otherwise, without the prior knowledge of the Board of Directors of the Company (the "Board"). 3. Duties. The Employee is hereby employed as President and Chief Executive Officer of the Company and shall render his services either from his home in Tucson, Arizona, or at Exhibit 10-17 page 2 of 13 such other company offices as he may deem appropriate from time to time. The Employee shall have such authority and shall perform such duties as are reasonably requested by the Board and commensurate with Employee's title and position, as well as such other duties as are specified by the bylaws of the Company for the office of President; subject, however, to such limitations, instructions, directions, and control as the Board may specify from time to time in its discretion. 4. Term. This Agreement shall terminate on July 1, 2000, subject to earlier termination as hereinafter provided. 5.Compensation. As compensation for his services rendered under this Agreement, the Employee shall be entitled to receive the following: a. Base Salary. Subject to applicable withholding taxes, the Employee shall initially be paid a base salary of $127,308 per year (the "Base Salary"), payable in equal bi-weekly installments during the term of this Agreement, prorated for any partial employment month. The Base Salary shall be increased by three percent (3%) each year as a cost of living increase and may be increased by the Board in its sole discretion to reflect merit increases in addition to such cost of living increase. b. Bonus Pool. Beginning with the fourth fiscal quarter of the 1995 fiscal year and during the term of this Agreement, the Company agrees to establish and fund a bonus pool (the "Bonus Pool") for the key employees of the Company. The Company shall contribute five and one-half percent (5 1/2%) of its Net Profits (as defined below) earned during each fiscal quarter of each fiscal year to the Bonus Pool. The Employee shall receive thirty-six and 36/100 percent (36.36%) of the amount contributed by the Company to the Bonus Pool as his incentive bonus payment (the "Incentive Bonus Payment") and such Incentive Bonus Payment shall be calculated and distributed, subject to applicable withholding taxes, to the Employee as follows: (1) within thirty (30) days following the end of the first fiscal quarter of each fiscal year, the Company shall calculate, based on its Net Profits for such quarter, the amount of the Company's contribution to the Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; Exhibit 10-17 page 3 of 13 2) within thirty (30) days following the end of the second fiscal quarter of each fiscal year, the Company shall calculate, based on its Net Profits for such quarter, the amount of the Company's contribution to the Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; provided, however, that the Employee's Incentive Bonus Payment for such quarter shall not exceed the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year-to-date Net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year; (3) within thirty (30) days following the end of the third fiscal quarter of each fiscal year, the Company shall calculate, based on its Net Profits for such Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; provided, however, that the Employee's Incentive Bonus Payment for such quarter shall not exceed the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year-to-date Net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year; and (4) within thirty (30) days following the receipt by the Company of the Company's audited financial statements for each fiscal year, the Company shall calculate, based on its Net Profits for such fiscal year, the amount of the Company's contribution to the Bonus Pool for such fiscal year and shall pay to the Employee one hundred percent (100%) of the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year. Notwithstanding the foregoing, for the fourth fiscal quarter of the 1995 fiscal year, the Employee shall receive one hundred percent (100%) of his Incentive Bonus Payment based on the Company's Bonus Pool contribution for such fiscal quarter. "Net Profits" shall be the net earnings of the Company as disclosed in its reports filed pursuant to Section 13 of Exhibit 10-17 page 4 of 13 the Securities Exchange Act of 1934, as amended, for the fiscal period in question, determined in accordance with generally accepted accounting principles. 6. Benefits. In addition to the compensation to be paid to the Employee pursuant to Paragraph 5 hereof, during the term of this Agreement, the Employee shall further be entitled to receive the following: a. Participation in Employee Plans. The Employee shall be entitled to participate in any health, disability group term life insurance, pension, retirement or profit sharing plan, or any other fringe benefits which may be extended generally from time to time to employees or executive officers of the Company, including, but not limited to, annual paid vacation. b. Disability Salary Continuation. If the Employee becomes disabled during the term of this Agreement, the Company shall continue to pay the Employee his Base Salary during the first ninety (90) day period of such disability, and additionally, but only to the extent the Employee is not paid by disability insurance available through the Company, shall continue to pay the Employee, but at the rate of sixty percent (60%) of his Base Salary (not to exceed $6,000 per month), for the period of such disability, not to exceed the remaining term of this Agreement. "Disability" as used herein shall mean any physical, emotional or mental, injury, illness or incapacity, other than death, which renders the Employee unable to perform the duties required of him under this Agreement. The existence of any disability shall be determined to exist in the sole discretion of the Board which shall not be arbitrarily exercised. All payments under this Paragraph shall cease upon the expiration of other termination of this Agreement or of the Employee's employment. 7. Reimbursement of Expenses. Subject to such rules and procedures as from time to time are specified by the Company, the Company shall reimburse the Employee on a monthly basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement. 8. Key Man Insurance. At Company's option, Company and Employee agree to cooperate in obtaining a life insurance policy on the Employee during the term of this agreement in an amount at the Company's discretion, to be purchased and owned by the Company, and payable to the benefit of the Company. Employee agrees to participate in any examinations or tests required for the issuance Exhibit 10-17 page 5 of 13 of such policy as is determined to be necessary by the insurer. 9. Confidentiality/Trade Secrets. The Employee acknowledges that his position with the Company is one of the highest trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both during the term of this Agreement and thereafter, the Employee covenants and agrees as follows: a. he shall use his best efforts and exercise utmost diligence to protect and safeguard the trade secrets and confidential and proprietary information of the Company including but not limited to the identity of its customers and suppliers, its arrangements with customers and suppliers, and its technical and financial data, records, compilations of information, processes, recipes and specifications relating to its customers, suppliers, products and services; b. he shall not disclose any of such trade secrets and confidential and proprietary information, except as may be required in the course of his employment with the Company or by law; and c. he shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such trade secrets and confidential and proprietary information. All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company, whether prepared by the Employee or otherwise coming into his possession, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Employee upon termination of his employment for any reason whatsoever, or at any other time upon request of the Board. The Employee further acknowledges that, although the policies set forth in this paragraph nine have not been strictly enforced by the Company in the past, the provisions of this paragraph are an integral part of the consideration for this Employment Agreement, and will be strictly enforced by the Company in the future. 10. Discoveries. The Employee covenants and agrees that he will fully inform the Company of and disclose to the Company all inventions, designs, improvements, discoveries and processes ("Discoveries") which he has now or may hereafter have during his employment with the Company and which pertain or relate to the business of the Company or to any experimental work, products, Exhibit 10-17 page 6 of 13 services or processes of the Company in progress or planned for the future, whether conceived by the Employee alone or with others, and whether or not conceived during regular working hours or in conjunction with the use of any Company assets. All such Discoveries shall be the exclusive property of the Company whether or not patent or trademark applications are filed thereon. The Employee shall assist the Company, at any time during or after his employment, in obtaining patents on all such Discoveries deemed patentable by the Company and shall execute all documents and do all things necessary to obtain letters patent, vest the Company with full and exclusive title thereto, and protect the same against infringement by others. If such assistance takes place after his employment is terminated the Employee shall be paid by the Company at a reasonable rate for any time actually spent in rendering such assistance at the request of the Company. 11. Non-Competition. The Employee covenants and agrees that, during the period of his employment, he shall not, without the prior written consent of the Board, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director, or through any other kind of ownership (other than ownership of securities of publicly held corporations of which the Employee owns less than five percent (5%) of any class of outstanding securities) or in any other representative or individual capacity, engage in or render any services to any business in competition with the business then being conducted by the Company, or any subsidiary thereof, at any place in which the Company has owned an ethanol production plant, sold alcohol or transacted any business within the two (2) year period prior to the incident or event of competition in question. In the event that the Employee terminates his employment with the Company pursuant to Paragraph 14(a) or is terminated by the Company pursuant to Paragraph 14(c) (and except as provided in Paragraph 15, below) the Employee agrees that such covenant against competition shall continue for a period of two (2) years from the end of the month in which such termination becomes effective. If at any time the foregoing provisions shall be deemed to be invalid or unenforceable by reason of being vague or unreasonable as to duration or place of performance, this Paragraph 11 shall be considered divisible and shall become and be immediately amended to include only such time and such areas as shall be determined to be reasonable and enforceable by a court of competent jurisdiction; and the Company and the Employee expressly agree that this Paragraph 11, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Exhibit 10-17 page 7 of 13 12. Solicitation of Employees. The Employee covenants and agrees that, during the period of his employment and for a two (2) year period following termination of his employment, he shall not, without the prior written consent of the Board, directly or indirectly, solicit, engage or hire for employment or employ an employee of the Company, or its affiliates, for himself or any other person or entity. 13. Remedies for Breach of Covenants of the Employee. The Covenants set forth in Paragraphs 9, 10, 11 and 12 of this Agreement shall continue to be binding upon the Employee, notwithstanding the termination of his employment with the Company for any reason whatsoever. Such covenants shall be deemed and construed as separate agreements independent of any other provisions of this Agreement and any other agreement between the Company and the Employee. The existence of any claim or cause of action by the Employee against the Company, whether predicated on this Agreement of otherwise, shal not constitute a defense to the enforcement by the Company of any or all of such covenants. It is expressly agreed that the remedy at law for the breach of any such covenant is inadequate and injunctive relief shall be available to prevent the breach or any threatened breach thereof. 14. Termination. This Agreement (other than Paragraphs 9, 10, 11 and 12 hereof which shall survive any termination hereof) may be terminated as follows: a. By the Employee. The Employee may terminate this Agreement at any time during the term of this Agreement by giving thirty (30) days prior written notice of termination to the Board. The Employee shall receive any Base Salary and Incentive Bonus Payment accrued on the date of termination and shall not be entitled to any Base Salary or Incentive Bonus Payments beyond the date of termination under this Subparagraph a of Paragraph 14, and any unvested stock options shall be subject to the terms and conditions of the Company's 1992 Stock Option Plan. b. By the Company Without Cause. The Board, without cause, may terminate this Agreement at any time during the term of this Agreement upon thirty (30) days prior written notice to the Employee. In the case of a termination under this Subparagraph b or Paragraph 14, the Company shall continue to pay to the Employee an amount equal to his then current Base Salary and the regularly scheduled Incentive Bonus Payments, which would have been payable as calculated under Paragraph 5(b), for the remainder of the term of this Agreement or any extensions thereof. In addition, (i) the Employee shall be entitled to continuation of coverage for the Exhibit 10-17 page 8 of 13 remainder of the term of this Agreement under all Company paid or partially paid health, disability, or group life insurance plans or any retirement, pension, or profit sharing plans, in each case at such level as had been available to the Employee immediately prior to the termination, subject to the coverage, terms and conditions or such plans, and (ii) any unvested portion of any stock options held by the Employee as of the day immediately preceding such termination shall immediately vest and become exercisable, and (iii) the right to complete the purchase of any shares of stock which the Employee has elected to purchase pursuant to any Employee Stock Purchase Plan adopted by the Company shall immediately vest and become exercisable upon full payment for the stock in accordance with the terms of the plan. c. By the Company with Cause. The Board may, upon written notice effective immediately, terminate this Agreement at any time during the term of this Agreement for cause, which includes but is not limited to the following: (1) If the Employee should be convicted of a felony; (2) The inability of the Employee to meet any requirements set forth by the United States Bureau of Alcohol, Tobacco and Firearms to maintain the licenses required by the Company to operate its business; and (3) If the Employee should willfully breach or habitually neglect his duties which he is required to perform under this Agreement or otherwise fail to comply with the terms and conditions of this Agreement specifically including, but not limited to, the covenants set forth in Paragraphs 9, 10, 11 and 12 hereof, and fails to cure any such breach or failure within the (10) days after written notice thereof given by the Company to the Employee. The Employee shall receive any Base Salary and Incentive Bonus Payment accrued on the date of termination and shall not be entitled to any Base Salary or Incentive Bonus Pay-ments beyond the date of termination under this Subparagraph c or paragraph 14, and any unvested stock options shall be subject to the terms and conditions of the Company's 1992 Stock Option Plan. Exhibit 10-17 page 9 of 13 d. Upon Death or Disability. This Agreement shall terminate and the Company shall, upon such termination, pay to the Employee or the Employee's beneficiaries, estate or legal representative a one-time payment in an amount equal to (i) one hundred percent (100%) of the Employee's then current annual Base Salary and (ii) fifty percent (50%) of the amount of the Employee's total Incentive Bonus Payments for the most recently completed fiscal year, if either of the following conditions exist: (1) If the Employee becomes disabled as defined in Paragraph 6(b) of this Agreement for a period of more than one hundred eighty (180) consecutive days; or (2) If the Employee should die. 15. Termination After Change in Control. In the event of a change in Control, as defined below, any termination of the Employee's employment with the Company within the remainder of the term of this Agreement following such Change in Control, whether by the Employee or by the Company and whether with our without cause, the following shall occur: a. The provisions of Paragraphs 11 and 12 shall not apply and shall be void; b. The Company shall continue to pay the Employee an amount equal to his then current Base Salary and the regularly scheduled Incentive Bonus Payments, which would have been payable as calculated under Paragraph 5(b), during the remainder of the term of this Agreement or any extensions thereof, with the exception that, for purposes of this paragraph fifteen only, "Net Profits" as defined in paragraph five shall not ever be computed to be less than 15% of the Company's gross revenues for the fiscal period in question; c. The Employee shall be entitled to continuation of coverage during the remainder of the term of this Agreement under all Company paid or partially paid health, disability, or group life insurance plans or any retirement, pension, or profit sharing plans, in each case at such level as had been available to the Employee immediately prior to the Change in Control, subject to the coverage, terms and conditions or such plans; and d. Any unvested portion of all stock options held by the Employee, and the right to complete the purchase of any shares of stock which the Employee has elected to purchase Exhibit 10-17 page 10 of 13 pursuant to any stock option plan adopted by the Company, as of the day immediately preceding the effective date of such termination, shall immediately vest and become exercisable and, for purposes of such options, such termination shall be deemed to be a termination by the Company without cause. 16. Definitions Related to Change of Control. a. "Change of Control" means any one of the following: (i) Continuing Directors (as defined below) no longer constitute at least 60% of the Board of Directors; (ii) any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its affiliates, become the beneficial owner, directly or indirectly, of 35% or more of the Company's then outstanding Common Stock or 35% or more of the voting power of the Company's then outstanding securities entitled generally to vote for the election of the Company's Directors; (iii) the approval by the Company's stockholders of the merger or consolidation of the Company with any other corporation, the sale or substantially all of the assets of the Company or the liquidation or dissolution of the Company, unless, in the case of a merger or consolidation, the then Continuing Directors in office immediately prior to such merger or consolidation will constitute at least 60% of the Board of Directors of the surviving corporation of such merger or consolidation and any parent (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such corporation; or (iv) at least 60% of the then Continuing Directors in office immediately prior to any other action proposed to be taken by the Company's stockholders or by the Company's Board of Directors determine that such proposed action, if taken, would constitute a change of control of the Company and such action is taken. b. "Continuing Director" means any individual who either (i) was a member of the Company's Board of Directors on the date hereof, or (ii) was designated (before initial election as a Director) as a Continuing Director by a majority of the then Continuing Directors. 17. Arbitration of Disputes. Except for Paragraphs 9-12, any dispute or claim arising out of or relating to this Agreement or any termination of the Employee's employment shall be settled by arbitration in Wichita, Kansas in accordance with the then current rules of the American Arbitration Association pertain-ing to employment disputes, and judgment upon any award rendered therein may be entered in any court having proper jurisdiction. Exhibit 10-17 page 11 of 13 18. Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed as follows: a. If to the Company: High Plains Corporation 200 W. Douglas, Suite #820 Wichita, Kansas 67202 b. If to the Employee: Stanley E. Larson 8524 N. Nobb Hill Dr. Tucson, Arizona 85741 Either party may change its address for notice by giving notice in accordance with the terms of this Paragraph 18. 19. Termination of Prior Employment Agreement. The Company and the Employee hereby agree that the terms and conditions contained in this Agreement are intended to replace the terms and conditions of the Prior Employment Agreement, and that the Prior Employment Agreement and all terms and conditions therein shall terminate upon the execution of this Agreement. 20. Indemnity. Subject to the provisions and limitations of the Articles of Incorporation, as amended, of the applicable law, the Company shall (i) indemnify the Employee and hold him harmless for all acts or decisions made by him in good faith while performing services for the Company; (ii) use its best efforts to obtain coverage for him under any insurance policy now in force or hereinafter obtained during the term of this Agreement covering the officers, directors or other key management of the Company against lawsuits; and (iii) pay all expenses, including attorneys' fees, actually and necessarily incurred by the Employee in connection with the defense of such act, suit or proceeding and in connection with any related appeal including the cost of court settlements. 21. General Provisions. a. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. Exhibit 10-17 page 12 of 13 b. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid or enforceable. c. Attorney Fees. If any action at law or in equity, including an action for declaratory relief or under the arbitration provisions of Paragraph 17, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees from the other party. These fees shall be in addition to any other relief that may be awarded. d. Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. No terms, Conditions, warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto. e. Binding Effect. This Agreement shall extend to and be binding upon and insure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns. This Agreement may not be assigned by the Employee. f. Waiver. The waiver by either party hereto of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision by any party or of the breach of any other term or provision of this Agreement. g. Titles. Titles of the paragraphs herein are used solely for convenience and shall not be used for interpretation or construing any work, clause, paragraph, or provision of this Agreement. Exhibit 10-17 page 13 of 13 h. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date and year first above written above. EMPLOYEE: HIGH PLAINS CORPORATION Stanley E. Larson By: Raymond G. Friend Title: Executive V.P. EX-10 7 EMPLOYMENT AGREEMENT Exhibit 10-17 page 1 of 13 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of April 1, 1995, by and between High Plains Corporation, a Kansas corporation (the "Company") and Raymond G. Friend (the "Employee"). W I T N E S S E T H: WHEREAS, the Company believes it to be in its best interest to provide for continuity of management and to provide protection for its valuable trade secrets and confidential information; WHEREAS, the Company and the Employee entered into that certain Employment Agreement dated April 1, 1993 (the "Prior Employment Agreement"); WHEREAS, the Company and the Employee desire to replace the Prior Employment Agreement with this Agreement to provide long-term executive salary protection during a critical corporate expansion period and to create a meaningful compensation incentive program based on corporate profitability for present and future executive officers; WHEREAS, the Company desires to employ the Employee and the Employee is willing to render his services to the Company on the terms and conditions with respect to such employment hereinafter set forth. NOW, THEREFORE, in consideration of the promises, terms and conditions hereof, the Company and the Employee hereby agree as follows: 1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company upon the terms and conditions hereinafter set forth. 2. Exclusive Services. The Employee shall devote all necessary working time, ability and attention to the business of the Company during the term of this Agreement and shall not, directly or indirectly, render any services of a business, commercial, or professional nature to any other person, corporation, or organization whether for compensation or otherwise, without the prior knowledge of the Board of Directors of the Company (the "Board"). 3. Duties. The Employee is hereby employed as Executive Vice President of the Company and shall render his services at the various offices of the Company, as such may be Exhibit 10-18 page 2 of 13 located from time to time. The Employee shall have such authority and shall perform such duties as are reasonably requested by the Board and commensurate with Employee's title and position, as well as such other duties as are specified by the bylaws of the Company for the office of Vice-President; subject, however, to such limitations, instructions, directions, and control as the Board may specify from time to time in its discretion. 4. Term. This Agreement shall terminate on July 1, 2000, subject to earlier termination as hereinafter provided. 5. Compensation. As compensation for his services rendered under this Agreement, the Employee shall be entitled to receive the following: a. Base Salary. Subject to applicable withholding taxes, the Employee shall initially be paid a base salary of $127,308 per year (the "Base Salary"), payable in equal bi-weekly installments during the term of this Agreement, prorated for any partial employment month. The Base Salary shall be increased by three percent (3%) each year as a cost of living increase and may be increased by the Board in its sole discretion to reflect merit increases in addition to such cost of living increase. b. Bonus Pool. Beginning with the fourth fiscal quarter of the 1995 fiscal year and during the term of this Agreement, the Company agrees to establish and fund a bonus pool (the "Bonus Pool") for the key employees of the Company. The Company shall contribute five and one-half percent (5 1/2%) of its Net Profits (as defined below) earned during each fiscal quarter of each fiscal year to the Bonus Pool. The Employee shall receive thirty-six and 36/100 percent (36.36%) of the amount contributed by the Company to the Bonus Pool as his incentive bonus payment (the "Incentive Bonus Payment") and such Incentive Bonus Payment shall be calculated and distributed, subject to applicable withholding taxes, to the Employee as follows: (1) within thirty (30) days following the end of the first fiscal quarter of each fiscal year, the Company shall calculate, based on its Net Profits for such quarter, the amount of the Company's contribution to the Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; (2) within thirty (30) days following the end of the second fiscal quarter of each fiscal year, Exhibit 10-18 page 3 of 13 the Company shall calculate, based on its Net Profits for such quarter, the amount of the Company's contribution to the Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; provided, however, that the Employee's Incentive Bonus Payment for such quarter shall not exceed the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year-to-date Net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year; (3) within thirty (30) days following the end of the third fiscal quarter of each fiscal year, the Company shall calculate, based on its Net Profits for such Bonus Pool and shall pay to the Employee eighty percent (80%) of the Employee's Incentive Bonus Payment for such quarter; provided, however, that the Employee's Incentive Bonus Payment for such quarter shall not exceed the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year-to-date Net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year; and (4) within thirty (30) days following the receipt by the Company of the Company's audited financial statements for each fiscal year, the Company shall calculate, based on its Net Profits for such fiscal year, the amount of the Company's contribution to the Bonus Pool for such fiscal year and shall pay to the Employee one hundred percent (100%) of the amount, if any, that (x) the Employee's Incentive Bonus Payment as calculated on the basis of the fiscal year net Profits for such fiscal year exceeds (y) the sum of all prior Incentive Bonus Payments made to the Employee during such fiscal year. Notwithstanding the foregoing, for the fourth fiscal quarter of the 1995 fiscal year, the Employee shall receive one hundred percent (100%) of his Incentive Bonus Payment based on the Company's Bonus Pool contribution for such fiscal quarter. "Net Profits" shall be the net earnings of the Company as disclosed in its reports filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, for the fiscal period in question, determined in accordance with generally accepted accounting principles. Exhibit 10-18 page 4 of 13 6. Benefits. In addition to the compensation to be paid to the Employee pursuant to Paragraph 5 hereof, during the term of this Agreement, the Employee shall further be entitled to receive the following: a. Participation in Employee Plans. The Employee shall be entitled to participate in any health, disability group term life insurance, pension, retirement or profit sharing plan, or any other fringe benefits which may be extended generally from time to time to employees or executive officers of the Company, including, but not limited to, annual paid vacation. b. Disability Salary Continuation. If the Employee becomes disabled during the term of this Agreement, the Company shall continue to pay the Employee his Base Salary during the first ninety (90) day period of such disability, and additionally, but only to the extent the Employee is not paid by disability insurance available through the Company, shall continue to pay the Employee, but at the rate of fifty percent (50%) of his Base Salary, for the second ninety (90) day period of such disability. "Disability" as used herein shall mean any physical, emotional or mental, injury, illness or incapacity, other than death, which renders the Employee unable to perform the duties required of him under this Agreement. The existence of any disability shall be determined to exist in the sole discretion of the Board which shall not be arbitrarily exercised. All payments under this Paragraph shall cease upon the expiration of other termination of this Agreement or of the Employee's employment. 7. Reimbursement of Expenses. Subject to such rules and procedures as from time to time are specified by the Company, the Company shall reimburse the Employee on a monthly basis for reasonable business expenses necessarily incurred in the performance of his duties under this Agreement. 8. Key Man Insurance. At Company's option, Company and Employee agree to cooperate in obtaining a life insurance policy on the Employee during the term of this agreement in an amount at the Company's discretion, to be purchased and owned by the Company, and payable to the benefit of the Company. Employee agrees to participate in any examinations or tests required for the issuance of such policy as is determined to be necessary by the insurer. 9. Confidentiality/Trade Secrets. The Employee acknowledges that his position with the Company is one of the highest trust and confidence both by reason of his position and by Exhibit 10-18 page 5 of 13 reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both during the term of this Agreement and thereafter, the Employee covenants and agrees as follows: a. he shall use his best efforts and exercise utmost diligence to protect and safeguard the trade secrets and confidential and proprietary information of the Company including but not limited to the identity of its customers and suppliers, its arrangements with customers and suppliers, and its technical and financial data, records, compilations of information, processes, recipes and specifications relating to its customers, suppliers, products and services; b. he shall not disclose any of such trade secrets and confidential and proprietary information, except as may be required in the course of his employment with the Company or by law; and c. he shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such trade secrets and confidential and proprietary information. All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company, whether prepared by the Employee or otherwise coming into his possession, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Employee upon termination of his employment for any reason whatsoever, or at any other time upon request of the Board. The Employee further acknowledges that, although the policies set forth in this paragraph nine have not been strictly enforced by the Company in the past, the provisions of this paragraph are an integral part of the consideration for this Employment Agreement, and will be strictly enforced by the Company in the future. 10. Discoveries. The Employee covenants and agrees that he will fully inform the Company of and disclose to the Company all inventions, designs, improvements, discoveries and processes ("Discoveries") which he has now or may hereafter have during his employment with the Company and which pertain or relate to the business of the Company or to any experimental work, products, services or processes of the Company in progress or planned for the future, whether conceived by the Employee alone or with others, and whether or not conceived during regular working hours or in conjunction with the use of any Company assets. All such Exhibit 10-18 page 6 of 13 Discoveries shall be the exclusive property of the Company whether or not patent or trademark applications are filed thereon. The Employee shall assist the Company, at any time during or after his employment, in obtaining patents on all such Discoveries deemed patentable by the Company and shall execute all documents and do all things necessary to obtain letters patent, vest the Company with full and exclusive title thereto, and protect the same against infringement by others. If such assistance takes place after his employment is terminated the Employee shall be paid by the Company at a reasonable rate for any time actually spent in rendering such assistance at the request of the Company. 11. Non-Competition. The Employee covenants and agrees that, during the period of his employment, he shall not, without the prior written consent of the Board, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director, or through any other kind of ownership (other than ownership of securities of publicly held corporations of which the Employee owns less than five percent (5%) of any class of outstanding securities) or in any other representative or individual capacity, engage in or render any services to any business in competition with the business then being conducted by the Company, or any subsidiary thereof, at any place in which the Company has owned an ethanol production plant, sold alcohol or transacted any business within the two (2) year period prior to the incident or event of competition in question. In the event that the Employee terminates his employment with the Company pursuant to Paragraph 14(a) or is terminated by the Company pursuant to Paragraph 14(c) (and except as provided in Paragraph 15, below) the Employee agrees that such covenant against competition shall continue for a period of two (2) years from the end of the month in which such termination becomes effective. If at any time the foregoing provisions shall be deemed to be invalid or unenforceable by reason of being vague or unreasonable as to duration or place of performance, this Paragraph 11 shall be considered divisible and shall become and be immediately amended to include only such time and such areas as shall be determined to be reasonable and enforceable by a court of competent jurisdiction; and the Company and the Employee expressly agree that this Paragraph 11, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 12. Solicitation of Employees. The Employee covenants and agrees that, during the period of his employment and for a two (2) year period following termination of his employment, he shall not, without the prior written consent of the Board, directly or indirectly, solicit, engage or hire for employment or employ an employee of the Company, or its affiliates, for himself or any Exhibit 10-18 page 7 of 13 other person or entity. 13. Remedies for Breach of Covenants of the Employee. The Covenants set forth in Paragraphs 9, 10, 11 and 12 of this Agreement shall continue to be binding upon the Employee, notwithstanding the termination of his employment with the Company for any reason whatsoever. Such covenants shall be deemed and construed as separate agreements independent of any other provisions of this Agreement and any other agreement between the Company and the Employee. The existence of any claim or cause of action by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any or all of such covenants. It is expressly agreed that the remedy at law for the breach of any such covenant is inadequate and injunctive relief shall be available to prevent the breach or any threatened breach thereof. 14. Termination. This Agreement (other than Paragraphs 9, 10, 11 and 12 hereof which shall survive any termination hereof) may be terminated as follows: a. By the Employee. The Employee may terminate this Agreement at any time during the term of this Agreement by giving thirty (30) days prior written notice of termination to the Board. The Employee shall receive any Base Salary and Incentive Bonus Payment accrued on the date of termination and shall not be entitled to any Base Salary or Incentive Bonus Payments beyond the date of termination under this Subparagraph a of Paragraph 14, and any unvested stock options shall be subject to the terms and conditions of the Company's 1992 Stock Option Plan. b. By the Company Without Cause. The Board, without cause, may terminate this Agreement at any time during the term of this Agreement upon thirty (30) days prior written notice to the Employee. In the case of a termination under this Subparagraph b or Paragraph 14, the Company shall continue to pay to the Employee an amount equal to his then current Base Salary and the regularly scheduled Incentive Bonus Payments, which would have been payable as calculated under Paragraph 5(b), for the remainder of the term of this Agreement or any extensions thereof. In addition, (i) the Employee shall be entitled to continuation of coverage for the remainder of the term of this Agreement under all Company paid or partially paid health, disability, or group life insurance plans or any retirement, pension, or profit sharing plans, in each case at such level as had been available to the Employee immediately prior to the termination, subject to the coverage, terms and conditions or such plans, and (ii) any unvested Exhibit 10-18 page 8 of 13 portion of any stock options held by the Employee as of the day immediately preceding such termination shall immediately vest and become exercisable, and (iii) the right to complete the purchase of any shares of stock which the Employee has elected to purchase pursuant to any Employee Stock Purchase Plan adopted by the Company shall immediately vest and become exercisable upon full payment for the stock in accordance with the terms of the plan. c. By the Company with Cause. The Board may, upon written notice effective immediately, terminate this Agreement at any time during the term of this Agreement for cause, which includes but is not limited to the following: (1) If the Employee should be convicted of a felony; (2) The inability of the Employee to meet any requirements set forth by the United States Bureau of Alcohol, Tobacco and Firearms to maintain the licenses required by the Company to operate its business; and (3) If the Employee should willfully breach or habitually neglect his duties which he is required to perform under this Agreement or otherwise fail to comply with the terms and conditions of this Agreement specifically including, but not limited to, the covenants set forth in Paragraphs 9, 10, 11 and 12 hereof, and fails to cure any such breach or failure within the (10) days after written notice thereof given by the Company to the Employee. The Employee shall receive any Base Salary and Incentive Bonus Payment accrued on the date of termination and shall not be entitled to any Base Salary or Incentive Bonus Pay-ments beyond the date of termination under this Subparagraph c or paragraph 14, and any unvested stock options shall be subject to the terms and conditions of the Company's 1992 Stock Option Plan. d. Upon Death or Disability. This Agreement shall terminate and the Company shall, upon such termination, pay to the Employee or the Employee's beneficiaries, estate or legal representative a one-time payment in an amount equal to (i) one hundred percent (100%) of the Employee's then current annual Base Salary and (ii) fifty percent (50%) of the amount of the Employee's total Incentive Bonus Payments for the most recently completed fiscal year, if either of the following conditions exist: Exhibit 10-18 page 9 of 13 (1) If the Employee becomes disabled as defined in Paragraph 6(b) of this Agreement for a period of more than one hundred eighty (180) consecutive days; or (2) If the Employee should die. 15. Termination After Change in Control. In the event of a change in Control, as defined below, any termination of the Employee's employment with the Company within the remainder of the term of this Agreement following such Change in Control, whether by the Employee or by the Company and whether with our without cause, the following shall occur: a. The provisions of Paragraphs 11 and 12 shall not apply and shall be void; Exhibit 10-18 page 10 of 13 b. The Company shall continue to pay the Employee an amount equal to his then current Base Salary and the regularly scheduled Incentive Bonus Payments, which would have been payable as calculated under Paragraph 5(b), during the remainder of the term of this Agreement or any extensions thereof, with the exception that, for purposes of this paragraph fifteen only, "Net Profits" as defined in paragraph five shall not ever be computed to be less than 15% of the Company's gross revenues for the fiscal period in question; c. The Employee shall be entitled to continuation of coverage during the remainder of the term of this Agreement under all Company paid or partially paid health, disability, or group life insurance plans or any retirement, pension, or profit sharing plans, in each case at such level as had been available to the Employee immediately prior to the Change in Control, subject to the coverage, terms and conditions or such plans; and d. Any unvested portion of all stock options held by the Employee, and the right to complete the purchase of any shares of stock which the Employee has elected to purchase pursuant to any stock option plan adopted by the Company, as of the day immediately preceding the effective date of such termination, shall immediately vest and become exercisable and, for purposes of such options, such termination shall be deemed to be a termination by the Company without cause. 16. Definitions Related to Change of Control. a. "Change of Control" means any one of the following: (i) Continuing Directors (as defined below) no longer constitute at least 60% of the Board of Directors; (ii) any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its affiliates, become the beneficial owner, directly or indirectly, of 35% or more of the Company's then outstanding Common Stock or 35% or more of the voting power of the Company's then outstanding securities entitled generally to vote for the election of the Company's Directors; (iii) the approval by the Company's stockholders of the merger or consolidation of the Company with any other corporation, the sale or substantially all of the assets of the Company or the liquidation or dissolution of the Company, unless, in the case of a merger or consolidation, the then Continuing Directors in office immediately prior to such merger or consolidation will constitute at least 60% of the Board of Directors of the surviving corporation of such merger or consolidation and any parent (as such term is defined in Rule 12b-2 under the Exhibit 10-18 page 11 of 13 Securities Exchange Act of 1934) of such corporation; or (iv) at least 60% of the then Continuing Directors in office immediately prior to any other action proposed to be taken by the Company's stockholders or by the Company's Board of Directors determine that such proposed action, if taken, would constitute a change of control of the Company and such action is taken. b. "Continuing Director" means any individual who either (i) was a member of the Company's Board of Directors on the date hereof, or (ii) was designated (before initial election as a Director) as a Continuing Director by a majority of the then Continuing Directors. 17. Arbitration of Disputes. Except for Paragraphs 9-12, any dispute or claim arising out of or relating to this Agreement or any termination of the Employee's employment shall be settled by arbitration in Wichita, Kansas in accordance with the then current rules of the American Arbitration Association pertaining to employment disputes, and judgment upon any award rendered therein may be entered in any court having proper jurisdiction. 18. Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed as follows: a. If to the Company: High Plains Corporation 200 W. Douglas, Suite #820 Wichita, Kansas 67202 b. If to the Employee: Raymond G. Friend 38 Mission Rd. Wichita, Kansas 67206 Either party may change its address for notice by giving notice in accordance with the terms of this Paragraph 18. 19. Termination of Prior Employment Agreement. The Company and the Employee hereby agree that the terms and conditions contained in this Agreement are intended to replace the terms and conditions of the Prior Employment Agreement, and that the Prior Employment Agreement and all terms and conditions therein shall terminate upon the execution of this Agreement. Exhibit 10-18 page 12 of 13 20. Indemnity. Subject to the provisions and limitations of the Articles of Incorporation, as amended, of the applicable law, the Company shall (i) indemnify the Employee and hold him harmless for all acts or decisions made by him in good faith while performing services for the Company; (ii) use its best efforts to obtain coverage for him under any insurance policy now in force or hereinafter obtained during the term of this Agreement covering the officers, directors or other key management of the Company against lawsuits; and (iii) pay all expenses, including attorneys' fees, actually and necessarily incurred by the Employee in connection with the defense of such act, suit or proceeding and in connection with any related appeal including the cost of court settlements. 21. General Provisions. a. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. b. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid or enforceable. c. Attorney Fees. If any action at law or in equity, including an action for declaratory relief or under the arbitration provisions of Paragraph 17, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees from the other party. These fees shall be in addition to any other relief that may be awarded. d. Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. No terms, conditions, warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto. Exhibit 10-18 page 13 of 13 e. Binding Effect. This Agreement shall extend to and be binding upon and insure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns. This Agreement may not be assigned by the Employee. f. Waiver. The waiver by either party hereto of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision by any party or of the breach of any other term or provision of this Agreement. g. Titles. Titles of the paragraphs herein are used solely for convenience and shall not be used for interpretation or construing any work, clause, paragraph, or provision of this Agreement. h. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date and year first above written above. EMPLOYEE: HIGH PLAIN CORPORATION Raymond G. Friend By: Stanley E. Larson Title: Chair of Board & C.E.O. EX-10 8 EXCLUSIVE GRAIN SUPPLY AGREEMNT Exhibit 10-19 Page 1 of 4 EXCLUSIVE GRAIN SUPPLY AGREEMENT AGREEMENT made this ___ day of June, 1995, by and between Farmland Industries, Inc., a Kansas corporation having its principal offices at 3315 N. Oak Trafficway, Kansas City, Missouri ("Farmland") and High Plains Corporation, 412 N. First St., Box 427, Colwich, Kansas 67030 ("High Plains"). WHEREAS, Farmland is a seller of grain in the States of Kansas and Nebraska; and WHEREAS, High Plains is a purchaser of grain for use at its Colwich, Kansas and York, Nebraska plants; and WHEREAS, both Farmland and High Plains desire to enter into an exclusive supply agreement for the sale of grain by Farmland to High Plains for use at the Colwich, Kansas and York, Nebraska, plants. NOW, THEREFORE, in consideration of the mutual agreements and other good and valuable consideration hereinafter set forth, the parties agree as follows: 1. SALE OF PRODUCTS. This Agreement applies to all grain purchased by High Plains for use at its Colwich, Kansas and York, Nebraska, plants (the "Grain"). High Plains agrees to buy all of its requirements of Grain from Farmland for the term of this Agreement. Farmland agrees to sell, subject to availability, such Grain to High Plains for the term of this Agreement. Farmland and High Plains agree that such purchases will be at terms, conditions and price as agreed upon quarterly or as otherwise necessary depending on High Plains' demand during the term of this Agreement. At each quarter, Farmland, at a minimum, will price Grain at 90 days supply for High Plains' consideration and, at High Plains' option, will price an additional 120 days supply. Farmland agrees to provide to High Plains up to five million bushels warehouse receipts at tariff storage rates. 2. FORECAST INFORMATION. Farmland agrees to provide High Plains with quarterly feedgrain analyses and other forecast information available from third-parties to assist High Plains in its purchase decisions. However, regardless of any price or purchase recommendations or forecasts provided by Farmland, High Plains remains solely responsible for its purchasing decisions and any gains or losses resulting from those decisions. FARMLAND PROVIDES NO WARRANTY AS TO ANY PRIClNG INFORMATION, FORECASTS OR PURCHASE RECOMMENDATIONS. 3. PRICE. Farmland agrees to sell to High Plains at a fixed price, F.O.B. Colwich, Kansas or York, Nebraska. Farmland will absorb the costs of all hedges, commissions, freight, transportation, and inventory carry charges prior to delivery. 4. PAYMENT. Payment for purchases under this Agreement are due weekly. Farmland agrees to accept a demand letter of credit in lieu of cash for a period of 30 days. 5. TERM. This Agreement shall commence on July 1, 1995 and continue for one year. After the first year, the Agreement shall automatically renew for one-year terms. However, either party may terminate this Agreement at any time upon giving the other party thirty (30) days notice of termination in writing. This Agreement may be terminated immediately by Farmland if (i) High Exhibit l0-19 Page 2 of 4 Plains' financial responsibility becomes impaired, (ii) it makes an assignment or arrangement for benefit of creditors or (iii) it files a petition in bankruptcy or has such petition filed against it. Upon expiration, termination, or cancellation of this Agreement, neither party shall have any rights or obligations or liability to the other party with respect to this Agreement except for (a) the obligation to make full payment of any outstanding monetary obligations owed to the other party which monetary obligation was incurred prior to the date of such expiration, termination or cancellation, and (b) obligations under any Grain contract which existed prior to such expiration, termination or cancellation of this Agreement. 6. EMPLOYEES Each party shall be solely responsible for the acts and inactions of its employees acting within the course and scope of their employment by such party and each party shall be solely responsible for the salary, wages and payroll taxes for its employees and shall maintain Workers' Compensation Insurance on its employees as required by applicable state law. The parties shall have no joint employees as a result of this Agreement and neither party shall incur any responsibility or liability whatsoever with respect to, or for the acts or inactions of, the employees of the other party as a result of this Agreement. 7. INDEMNIFICATION. Farmland shall indemnify and hold High Plains, and its affiliates, subsidiaries, parents, directors, officers, employees and agents harmless from and against any and all claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (including attorneys' fees) alleged or incurred on account of any injury or death of persons or damages to property or any other claim to the extent caused by or arising out of the negligent acts or omissions of Farmland, its officers, agents or employees, or any breach by Farmland, its officers, agents or employees, of any of the terms of this Agreement, or any representations by Farmland which are not authorized pursuant to this Agreement or pursuant to specific instructions given to Farmland by High Plains. High Plains shall indemnify and hold Farmland, and its affiliates, subsidiaries, parents, directors, officers, employees and agents harmless from and against any and all claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (including attorneys' fees) alleged or incurred on account of any injury or death of persons or damages to property or any other claim to the extent caused by or arising out of the negligent acts or omissions of High Plains, its officers, agents or employees, or any breach by High Plains, its officers, agents, or employees, of any of the terms of this Agreement, or any representations by High Plains which are not authorized pursuant to this Agreement or pursuant to specific instructions given to High Plains by Farmland. 8. FORCE MAJEURE. Neither party shall be liable for failure to perform or for delay in performing this Agreement, other than for all existing debt, where such failure or delay is occasioned by (a) fire, explosion, breakdown of plant, failure of machinery, strike, lock-out, labor dispute, casualty or accident, or lack or failure in whole or in part of transportation facilities, (b) storm, flood or drought, (c) lack or failure in whole or in part of the sources of supply (other than Grain), labor, or power or other utilities, (d) acts of God or of the public enemy, war, riots, police action, or civil commotion, (e) any law, regulation, ordinance, demand, judgment, injunction, arbitral award, or other requirement or regulation of any government or government agency or instrumentality or (f) any other act whatsoever, whether similar or dissimilar to those above-enumerated, beyond the reasonable control of the party suffering such event of force majeure. The party asserting that an event of force majeure has occurred shall send the other party notice thereof Exhibit 10-19 Page 3 of 4 by cable, telecopy or telex no later than three (3) days after the beginning of such claimed event setting forth a description of the event of force majeure, an estimate of its effect upon the party's ability to perform its obligations under this Agreement and the duration thereof. The notice shall be supplemented by such other information or documentation as the party receiving the notice may reasonably request. As soon as possible after the cessation of any event of force majeure, the party which asserted such event shall give the other party written notice of such cessation. Whenever possible, each party shall give the other party notice of any threatened or impending event of force majeure. 9. ALTERNATE DISPUTE RESOLUTION. This contract is subject to the National Grain and Feed Association Grain Trade Rules and Arbitration Rules. Any controversy arising out of, or relating to, the Agreement between the parties or any modification or extension thereof, including any claim for damages or rescission, or both, shall be settled by arbitration in accordance with those rules unless the parties should agree otherwise in writing. The parties further agree that arbitration proceedings must be instituted within one year after the occurrence of the claimed breach, and that the failure to institute arbitration proceedings within such time period shall constitute an absolute bar to the institution of any proceedings and a waiver of all claims. All fees for such arbitration will be divided equally between the parties except that each party shall pay its own attorney's fees and the costs associated with producing documents and other information. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri without giving affect to the choice of law rules thereof. The parties consent to the jurisdiction of the Courts of the State of Missouri and of the United States District Court for the Western District of Missouri for all purposes in connection with the above arbitration. 11. NOTICES. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or deposited in the United States mail (registered or certified), postage prepaid or deposited with a reputable overnight delivery service, with delivery charges prepaid, in each case addressed or transmitted to the appropriate address as follows (or as otherwise designated by a party as to itself by notice to the other party given in accordance with this section): If to Farmland: Farmland Industries, Inc. 10100 N. Executive Hills Blvd. Kansas City, Missouri 64153 Attn: Vice President Grain If to High Plains: High Plains Corporation 412 N. First St. Box 427 Colwich, Kansas 67030 Attn: _______________________ 12. INSURANCE. The parties shall maintain the following insurance at all times while this Agreement is in effect: a. Statutory Worker's Compensation and Employer's Liability Insurance in compliance with the laws of the states where the work is being performed. Exhibit 10-19 Page 4 of 4 b. Comprehensive General Liability Insurance as follows: i. Bodily injury liability in an amount of not less than $1,000,000 for injuries, including death, in any one occurrence. ii. Property damage liability in an amount of not less than $1,000,000 covering damage to or destruction of property in any one occurrence. iii.Automotive public liability insurance in an amount of not less than $1,000,000 for bodily injuries, including death, in any one occurrence, and in an amount of not less than $1,000,000 covering damage to property in any one occurrence. The foregoing liability insurance coverage shall include coverage for contractual liability under this Agreement. The insurance requirements set forth herein are minimum coverage requirements and are not to be construed in any way as a limitation on liability under this Agreement. 13. WARRANTIES. EXCEPT AS SET FORTH ABOVE, FARMLAND BY THIS AGREEMENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 14. ASSIGNMENT. This Agreement shall not be assigned by either party without the written consent of the other party, and any attempted assignment without such consent shall be ineffective. 15. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all previous agreements either oral or written, between the parties hereto, and no modifications hereof shall be valid unless made in writing and signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year above written. THIS CONTRACT CONTAINS A BINDING ARBlTRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. HIGH PLAINS CORPORATION By: Stanley E. Larson Title: President, C.E.O. FARMLAND INDUSTRIES, INC. By: Bryce Wells Title: Director Grain Division EX-24 9 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Exhibit 24-1 Report and Consent of Independent Certified Public Accountants The Stockholders and Board of Directors High Plains Corporation We hereby consent to the incorporation by reference in this annual report on Form 10-K of High Plains Corporation and Subsidiary for the year ended June 30, 1995 of our report dated August 11, 1995 which appears in the annual report to shareholders for the year ended June 30, 1995. ALLEN, GIBBS & HOULIK, L.C. Wichita, Kansas October 9, 1995 EX-27 10 ART 5 FDS FOR YEAR END 10-K
5 YEAR JUN-30-1995 JUN-30-1995 600,381 0 3,948,761 110,000 2,645,277 7,675,969 73,109,056 14,806,417 67,517,301 8,161,803 19,052,272 1,555,735 0 0 38,747,491 67,517,301 48,751,223 52,769,014 43,698,552 43,698,552 1,519,615 68,487 1,268,354 6,213,784 141,377 6,072,407 0 0 0 6,072,407 .39 .39
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