CHS INC — Annual Report 2003

Mar 2, 2004

10-K/A 1 c82121a3e10vkza.htm AMENDMENT TO FORM 10-K e10vkza PAGEBREAK

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A-3

| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| --- | --- |
| | For the Fiscal Year Ended August 31,
2003 |
| or | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period
from to . |

Commission file number: 0-50150

CHS Inc.

(Exact name of registrant as specified in its charter)

Minnesota	41-0251095
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
5500 Cenex Drive Inver Grove Heights, Minnesota 55077 (Address of principal executive
office, including zip code)	(651) 355-6000 (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:

8% Cumulative Redeemable Preferred Stock

(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 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 90 days. Yes þ No o

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: o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

The registrant’s voting and non-voting common equity has no market value (the registrant is a member cooperative).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The registrant has no common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TOC

TABLE OF CONTENTS

PART II.
Item 9A. Controls and Procedures
PART IV.
Item 15. Exhibits, Financial Statements and Reports Filed on Form 8-K
SIGNATURES
Consent of Independent Accountants
Independent Auditors' Consent
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906

/TOC

Table of Contents

INDEX

	No.
PART II.
Item 9A.	Controls and Procedures	3
PART IV.
Item 15.	Exhibits, Financial Statements and Reports Filed
on Form 8-K	3
SIGNATURES		7

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This Form 10-K/ A-3 amends Item 9A to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2003, as previously amended by the Registrant’s Form 10-K/ A-2 and Form 10-K/A-1. In addition, in connection with the filing of this Form 10-K/ A-3 and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Form 10-K/ A-3 certain currently dated certifications. No other changes have been made to the Annual Report and this Form 10-K/ A-3 does not modify or update the disclosure contained in the Form 10-K, as amended by the Form-K/ A-2 and Form 10-K/ A-1, in any way other than as required to reflect the amendments discussed above and reflected below.

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link1 "PART II."

PART II.

link2 "Item 9A. Controls and Procedures"

Item 9A. Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of August 31, 2003. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date except as noted below with respect to the identification and elimination of certain sales and transfers within our Grain Marketing business segment, our disclosure controls and procedures were effective.

During our fourth fiscal quarter, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Following the end of our fourth fiscal quarter, we determined that certain sales and transfers within our Grain Marketing business segment and also between the Grain Marketing segment and the Processed Grains and Foods segment had not been properly identified and eliminated in our consolidated financial statements for certain periods prior to that fiscal quarter. Following this determination, we restated our consolidated statements of operations for the fiscal years ended August 31, 2002, 2001 and 2000 and for the first three fiscal quarters of the fiscal year ended August 31, 2003. These changes had no effect on our financial condition, or changes in cash flows, and no effect on reported gross profit or net income for the periods stated above. In response, we changed our internal control over financial reporting to include additional processes that are intended to ensure the proper identification and reporting of intra-company transactions and enable us to eliminate those transactions in the preparation of our consolidated financial statements.

link1 "PART IV."

PART IV.

link2 "Item 15. Exhibits, Financial Statements and Reports Filed on Form 8-K"

Item 15. Exhibits, Financial Statements and Reports Filed on Form 8-K

(a)(3) Exhibits

| 3.1 | Articles of Incorporation of the Company, as
amended.(13) |
| --- | --- |
| 3.2 | Articles of Amendment to the Articles of
Incorporation.(18) |
| 3.3 | Bylaws of the Company, as amended.(13) |
| 4.1 | Resolution Creating a Series of Preferred Equity
to be Designated 8% Cumulative Redeemable Preferred Stock.(14) |
| 4.2 | Unanimous Written Consent Resolution of the Board
of Directors of Cenex Harvest States Cooperatives Amending the
Amended and Restated Resolution Creating a Series of Preferred
Equity to be Designated 8% Cumulative Redeemable Preferred
Stock.(15) |
| 4.3 | Resolution amending a previous Preferred Stock
Resolution with respect to the record date for payment of
dividends for the Company’s 8% Cumulative Redeemable
Preferred Stock.(17) |
| 4.4 | Form of Certificate Representing 8% Cumulative
Redeemable Preferred Stock.(15) |
| 10.1 | Lease between the Port of Kalama and North
Pacific Grain Growers, Inc., dated November 22, 1960.(1) |
| 10.2 | Limited Liability Company Agreement for the
Wilsey-Holsum Foods, LLC dated July 24, 1996.(1) |
| 10.3 | Long Term Supply Agreement between Wilsey-Holsum
Foods, LLC and Harvest States Cooperatives dated August 30,
1996.(*)(1) |
| 10.4 | TEMCO, LLC Limited Liability Company Agreement
between Cargill, Incorporated and Cenex Harvest States
Cooperatives dated as of August 26, 2002.(12) |
| 10.5 | Cenex Harvest States Cooperatives Supplemental
Savings Plan.(7) |

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| 10.6 | Cenex Harvest States Cooperatives Supplemental
Executive Retirement Plan.(7) |
| --- | --- |
| 10.7 | Cenex Harvest States Cooperatives Senior
Management Compensation Plan.(7) |
| 10.8 | Cenex Harvest States Cooperatives Executive
Long-Term Variable Compensation Plan.(7) |
| 10.9 | Cenex Harvest States Cooperatives Share Option
Plan.(7) |
| 10.9A | Amendment to Cenex Harvest States Share Option
Plan, dated June 28, 2001.(10) |
| 10.10 | $225,000,000 Note Agreement (Private Placement
Agreement) dated as of June 19, 1998 among Cenex Harvest
States Cooperatives and each of the Purchasers of the Notes.(2) |
| 10.10A | First Amendment to Note Agreement ($225,000,000
Private Placement), effective September 10, 2003, among CHS
Inc. and each of the Purchasers of the notes.(19) |
| 10.11 | Credit Agreement (Revolving Loan) dated as of
May 21, 2003 among Cenex Harvest States Cooperatives,
CoBank, ACB, SunTrust Bank, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., BNP Paribas and the Syndication
Parties.(17) |
| 10.12 | $200 Million Term Loan Credit Agreement dated as
of June 1, 1998 among Cenex Harvest States Cooperatives,
CoBank, ACB, and St. Paul Bank for Cooperatives, including
Exhibit 2.4 (form of $200 Million Promissory Note).(2) |
| 10.12A | First Amendment to Credit Agreement (Term Loan),
effective as of May 31, 1999 among Cenex Harvest States
Cooperatives, CoBank, ACB, and St. Paul Bank for Cooperatives.(4) |
| 10.12B | Second Amendment to Credit Agreement (Term Loan)
dated May 23, 2000 by and among Cenex Harvest States
Cooperatives, CoBank, ACB, St. Paul Bank for Cooperatives
and the Syndication Parties.(6) |
| 10.12C | Third Amendment to Credit Agreement (Term Loan)
dated May 23, 2001 among Cenex Harvest States Cooperatives,
CoBank, ACB, and the Syndication Parties.(9) |
| 10.12D | Fourth Amendment to Credit Agreement (Term Loan)
dated May 22, 2002 among Cenex Harvest States Cooperatives,
CoBank, ACB and the Syndication Parties.(11) |
| 10.13 | Limited Liability Agreement of United Harvest,
LLC dated November 9, 1998 between United Grain Corporation
and Cenex Harvest States Cooperatives.(3) |
| 10.14 | Joint Venture Agreement for Agriliance LLC, dated
as of January 1, 2000 among Farmland Industries, Inc.,
Cenex Harvest States Cooperatives, United Country Brands, LLC
and Land O’ Lakes, Inc.(5) |
| 10.15 | Employment Agreement dated November 6, 2003
by and between John D. Johnson and CHS Inc.(19) |
| 10.16 | CHS Inc. Special Supplemental Executive
Retirement Plan.(19) |
| 10.17 | Note purchase and Private Shelf Agreement dated
as of January 10, 2001 between Cenex Harvest States
Cooperatives and The Prudential Insurance Company of America.(8) |
| 10.17A | Amendment No. 1 to Note Purchase and Private
Shelf Agreement, dated as of March 2, 2001.(8) |
| 10.18 | Note Purchase Agreement and Series D & E
Senior Notes dated October 18, 2002.(12) |
| 10.19 | 2002 Amended and Restated Credit Agreement
(364-Day Revolving Loan) dated December 17, 2002 by and
among National Cooperative Refinery Association, CoBank, ACB and
Farm Credit Bank of Wichita, D/B/A U.S. AgBank, FCB.(16) |
| 21.1 | Subsidiaries of the Registrant.(19) |
| 23.1 | Consent of Independent Accountants.(20) |
| 23.2 | Independent Auditor’s Consent.(20) |
| 24.1 | Power of Attorney.(19) |
| 31.1 | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(20) |
| 31.2 | Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(20) |

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| 32.1 | Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.(20) |
| --- | --- |
| 32.2 | Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.(20) |

| (*) | Pursuant to Rule 406 of the Securities Act
of 1933, as amended, confidential portions of Exhibit 10.3
have been deleted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential
treatment. |
| --- | --- |
| (1) | Incorporated by reference to the Company’s
Registration Statement on Form S-1 (File
No. 333-17865), filed February 7, 1997. |
| (2) | Incorporated by reference to the Company’s
Form 10-Q Transition Report for the period June 1,
1998 to August 31, 1998, filed October 14, 1998. |
| (3) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended November 30,
1998, filed January 13, 1999. |
| (4) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended May 31, 1999,
filed July 13, 1999. |
| (5) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended February 29,
2000 filed April 11, 2000. |
| (6) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended May 31, 2000,
filed July 10, 2000. |
| (7) | Incorporated by reference to the Company’s
Form 10-K for the year ended August 31, 2000, filed
November 22, 2000. |
| (8) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended February 28,
2001, filed April 10, 2001. |
| (9) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended May 31, 2001,
filed July 3, 2001. |

| (10) | Incorporated by reference to the Company’s
Registration Statement on Form S-2 (File
No. 333-65364), filed October 26, 2001. |
| --- | --- |
| (11) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended May 31, 2002,
filed July 3, 2002. |
| (12) | Incorporated by reference to the Company’s
Form 10-K for the year ended August 31, 2002, filed
November 25, 2002. |
| (13) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended November 30,
2002, filed January 9, 2003. |
| (14) | Incorporated by reference to Amendment No. 1
to the Company’s Registration Statement on Form S-2
(File No. 333-101916), dated January 13, 2003. |
| (15) | Incorporated by reference to Amendment No. 2
to the Company’s Registration Statement on Form S-2
(File No. 333-101916), dated January 23, 2003. |
| (16) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended February 28,
2003, filed April 4, 2003. |
| (17) | Incorporated by reference to the Company’s
Form 10-Q for the quarterly period ended May 31, 2003,
filed July 2, 2003. |
| (18) | Incorporated by reference to the Company’s
Form 8-K, filed August 5, 2003. |
| (19) | Incorporated by reference to the Company’s
Form 10-K for the year ended August 31, 2003 filed on
November 21, 2003. |
| (20) | Filed herewith. |

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(b) Reports on Form 8-K

On August 5, 2003 the Company filed a report on Form 8-K announcing the Company’s name change from Cenex Harvest States Cooperatives to CHS Inc. This was the only report on Form 8-K filed during the fourth quarter.

(c) Exhibits

The exhibits shown in Item 15(a)(3) above are being filed herewith.

(d) Schedules

None.

Supplemental Information

As a cooperative, the Company does not utilize proxy statements.

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2004.

CHS INC.

By: /s/ JOHN D. JOHNSON

John D. Johnson
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 2, 2004:

Signature
/s/ JOHN D. JOHNSON John D. Johnson	President and Chief Executive Officer (principal executive officer)
/s/ JOHN SCHMITZ John Schmitz	Executive Vice President and Chief Financial
Officer (principal financial officer)
/s/ JODELL HELLER Jodell Heller	Vice President and Controller (principal accounting officer)
Michael Toelle*	Chairman of the Board of Directors
Bruce Anderson*	Director
Robert Bass*	Director
David Bielenberg*	Director
Dennis Carlson*	Director
Curt Eischens*	Director
Robert Elliott*	Director
Robert Grabarski*	Director
Jerry Hasnedl*	Director
Glen Keppy*	Director
James Kile*	Director
Randy Knecht*	Director
Richard Owen*	Director
Duane Stenzel*	Director
Merlin Van Walleghen*	Director
Michael Mulcahey	Director
Steve Fritel	Director
*By:	/s/ JOHN D. JOHNSON John D. Johnson Attorney-in-fact

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