-----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, CaEyHguv33XuIzmbylGaNmrAZV0y1PpakvLmMo+AUkgzrhH79G9fr3EOVucznUBT BYF70Xgaz8OnVoRlRWVHtg== 0000897101-99-000487.txt : 19990510 0000897101-99-000487.hdr.sgml : 19990510 ACCESSION NUMBER: 0000897101-99-000487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990506 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENEX 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: 8-K SEC ACT: SEC FILE NUMBER: 333-17865 FILM NUMBER: 99614494 BUSINESS ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 6129469433 MAIL ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19961212 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 1999 CENEX HARVEST STATES COOPERATIVES ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 333-17865 41-0251095 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number Identification No.) 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (651) 451-5151 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. Reference is made to the Press Release issued to the public by the Registrant on May 6, 1999 and attached hereto as an exhibit, relating to a timetable between the Registrant and Farmland Industries, Inc., a Kansas cooperative corporation, establishing a framework for discussing the combination of their respective assets and business operations into a single entity, through a merger, consolidation or some other form of business combination transaction. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS Exhibit Description of Exhibit ------- ---------------------- 99.1 Press release dated May 6, 1999 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 7, 1999 CENEX HARVEST STATES COOPERATIVES /s/ Noel K. Estenson ------------------------------------- Noel K. Estenson Chief Executive Officer 3 EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 99.1 Press release dated May 6, 1999 4 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 [LOGO] FARMLAND(R) [LOGO] CENEX HARVEST STATES FOR IMMEDIATE RELEASE For further information, contact: Lani Jordan, Cenex Harvest States (651) 451-4946 Sherlyn Manson, Farmland Industries (816) 459-6230 FARMER-OWNED CENEX HARVEST STATES, FARMLAND PURSUE UNIFICATION (May 6, 1999) - Farmland Industries and Cenex Harvest States Cooperatives announced today they will work toward complete combination of the two agricultural cooperatives as an opportunity to achieve greater growth, efficiencies and economic value for the farmers and ranchers who own them. The announcement followed approval of resolutions supporting the proposed unification by the Boards of Directors of Cenex Harvest States in St. Paul, Minn., and Farmland in Kansas City, Mo. "We see complete consolidation as an important step for our member-owners in the rapidly changing global marketplace," the chairmen of the two cooperatives' boards said in a joint statement. "Bringing Cenex Harvest States and Farmland together should provide greater opportunities for future growth and cost benefits that will position our farmer-owned system for success. This move was driven by our membership, which has been telling us for quite some time that our cooperatives should consider a full unification." Albert Shivley, manager of American Pride Co-op, Brighton, Colo., is chairman of the Farmland Board. Co-chairs of the Cenex Harvest States Board are Gerald Kuster, a Reynolds, N.D., farmer, and Elroy Webster, a Nicollet, Minn., farmer. A timetable adopted by the two companies calls for completing extensive study of the feasibility of the unification, developing capital and governance plans, and achieving required government clearance by late 1999, looking forward to agreement on the terms of a transaction and the execution of definitive documentation upon the completion of those steps. Member information meetings would take place in early 2000, followed by a vote to seek the required approval of the memberships of both cooperatives. While the two companies cannot assure that agreement will be reached or that the required -MORE- Cenex Harvest States, Farmland pursue consolidation Page 2 membership approval will be obtained, they have tentatively set June 1, 2000, as a goal for completing the transaction. "We see this as a tremendous opportunity to add more value in the agricultural foods system for all stakeholders - our farmer-owners, local cooperatives, foods customers and the end-consumer," said Cenex Harvest States Chief Executive Officer Noel Estenson and Farmland President and Chief Executive Officer H.D. "Harry" Cleberg. "These two cooperatives have complementary strengths and operations that would allow us to solidly position our farmer-owners to succeed in the consumer-driven global foods arena." Cleberg and Estenson added that their goal is to combine the two companies with minimal impact on employees. Farmland and Cenex Harvest States have been in separate discussions on combining their grain operations and their petroleum refining and pipeline businesses. The companies already have a significant alliance in the sales, distribution and marketing of petroleum and related products through Country Energy, LLC. They also have a joint venture involving the manufacture of pet foods. Farmland Industries, Inc., (www.farmland.com) is the largest farmer-owned cooperative in North America with 1998 company sales of $8.8 billion in all 50 states and 90 countries. When including Farmland's share of the sales of its affiliated businesses, sales were $11.9 billion. Focused on meeting the needs of its 600,000 farmer-owners in the United States, Canada and Mexico, Farmland is a highly diversified company with major business lines in crop production and crop protection products, livestock feeds, petroleum, grain processing and marketing, and the processing and marketing of pork and beef products. Cenex Harvest States (www.cenexharveststates.com) is a producer-to-consumer cooperative system owned by farmers, ranchers and their local co-ops from the Great Lakes to the Pacific Northwest and from the Canadian border to Texas. Fiscal 1998 revenues were $8 billion. This fully integrated agricultural foods cooperative operates oil refineries/pipelines and provides a wide variety of products and services ranging from grain marketing to food processing. Through a broad range of working partnerships, Cenex Harvest States also markets and distributes petroleum products, agronomic inputs and feed to rural America, as well as grain and processed food products to customers around the world. # # # # -----END PRIVACY-ENHANCED MESSAGE-----