-----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, VODAhWUpRRHfXBmoAa1SfmqjFgZRbv4gWD1t8Ile7OPtz8Ry8uNpnNwHAgGGJY5S g+o9ee7GkNQ73S6uz+gzYg== 0000897101-97-000443.txt : 19970417 0000897101-97-000443.hdr.sgml : 19970417 ACCESSION NUMBER: 0000897101-97-000443 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970416 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARVEST STATES COOPERATIVES CENTRAL INDEX KEY: 0000823277 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 410251095 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17865 FILM NUMBER: 97582082 BUSINESS ADDRESS: STREET 1: 1667 NORTH SNELLING P O BOX 64594 CITY: ST PAUL STATE: MN ZIP: 55164 BUSINESS PHONE: 6126469433 MAIL ADDRESS: STREET 1: 1667 NORTH SNEFLLING P O BOX 64594 CITY: ST PAUL STATE: MN ZIP: 55164 424B3 1 Filed pursuant to Rule 424(b)(3) File No. 333-17865 Supplement dated April 15, 1997, to Prospectus dated February 14, 1997 HARVEST STATES COOPERATIVES AND SUBSIDIARIES RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 1997 Results of operations of the Company for the nine months ended February 28, 1996 and 1997 are set forth below: NINE MONTHS ENDED FEBRUARY 28, ------------------------------- 1996 1997 -------------- -------------- Revenues Sales $6,045,728,087 $5,611,898,277 Patronage dividends 6,815,690 7,789,427 Other revenues 55,100,245 53,901,006 -------------- -------------- 6,107,644,022 5,673,588,710 Costs and Expenses 6,061,539,481 5,631,670,026 -------------- -------------- Earnings Before Income Taxes 46,104,541 41,918,684 Income Taxes 5,700,000 4,950,000 -------------- -------------- Net Earnings $ 40,404,451 $ 36,968,684 ============== ============== The decline in revenues and net earnings was primarily due to decreased volumes of grains sold. A decline in sales prices was offset by a similar decline in purchase prices. Results of operations of the Processing and Refining Division for the nine months ended February 28, 1996 and 1997 are set forth below: NINE MONTHS ENDED FEBRUARY 28, ---------------------------- 1996 1997 ------------ ------------ Sales $294,784,442 $327,115,654 Costs and Expenses 276,860,915 306,450,809 ------------ ------------ Earnings Before Income Taxes 17,923,527 20,664,845 Income Taxes 1,775,000 2,050,000 ------------ ------------ Net Earnings $ 16,148,527 $ 18,614,845 ============ ============ Bushels Processed 23,090,492 24,010,420 Earnings per Bushel .56 .61 The increase in sales, net earnings and net earnings per bushel was primarily due to higher processing margins for soybean oil and increased volumes of soybeans crushed and oil refined. PRO FORMA INFORMATION (SEE PAGE 25 OF THE PROSPECTUS, INCLUDING NOTE (2)) NINE MONTHS ENDED FEBRUARY 28, 1997 ----------------- Equity Participation Units (bushels) 12,005,210 Patronage rate 0.61 ----------- Earnings to holders $ 7,323,178 =========== Results of operations of the Milling Division for the nine months ended February 28, 1996 and 1997 are set forth below: NINE MONTHS ENDED FEBRUARY 28 ---------------------------- 1996 1997 ------------ ------------ Sales $119,349,973 $160,305,189 Costs and Expenses 117,257,452 155,187,957 ------------ ------------ Earnings Before Income Taxes 2,092,521 5,117,232 Income Taxes 200,000 400,000 ------------ ------------ Net Earnings $ 1,892,521 $ 4,717,232 ============ ============ Bushels Processed 15,447,228 21,965,810 Earnings per Bushel .14 .23 The increase in revenues and net earnings was primarily due to increased volumes of grain milled. PRO FORMA INFORMATION (SEE PAGE 34 OF THE PROSPECTUS, INCLUDING NOTE (2)) NINE MONTHS ENDED FEBRUARY 28, 1997 ----------------- Equity Participation Units (bushels) 10,982,905 Patronage rate .23 ----------- Earnings to holders $ 2,526,068 =========== MILLING DIVISION In March 1997, it was reported that Borden (which represented 23.8% of the Milling Division's semolina and durum flour sales in the year ended May 31, 1996) was closing five of its ten North American pasta manufacturing plants. Four of the plants to be closed are customers of the Milling Division. For the years ended May 31, 1995 and 1996, shipments to those four plants were 16% and 22%, respectively, of total semolina and durum flour shipments and for the nine months ended February 28, 1997, were 22% of the total semolina and durum flour shipments. Borden has stated that it has received offers for several of the plants, which it is in the process of reviewing. Because overall domestic demand for pasta remains strong and durum milling capacity is fixed, the Company believes that sales made to these closed plants can be replaced by sales to the purchaser or purchasers of one or more of the closed plants, should Borden determine to sell such plants, increased sales to Borden's remaining plants or increased sales to other large pasta manufacturers (either current or new customers of the Milling Division). Alternatively, excess durum milling capacity could be converted to other types of wheat milling, such as specialty or blended flours or bakery flour. A substantial portion (31.5% in the year ended May 31, 1996) of the production of the Company's Rush City facility is sold to one of the plants to be closed. Because there are no other pasta manufacturing plants located in geographical proximity to Rush City, the Company could be forced to close that facility and possibly to relocate its machinery to a different location. The Company is unable to predict the effect of any disruption in sales because of the closing of the plants, including a temporary disruption while the Company locates alternative customers. -----END PRIVACY-ENHANCED MESSAGE-----