**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-Q**

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| **ý** | **Quarterly  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|------------|----------------------------------------------------------------------------------------------|

 

**For theperiod ended May 31, 2002**

 

**Commissionfile number:  33-83868**

 

 

| **AMERICAN  CRYSTAL SUGAR COMPANY**                             |
|-----------------------------------------------------------------|
| (Exact name of  registrant as specified in its charter)         |
|                                                            |
| **Minnesota**                                                   |   | **84-0004720** |
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |
| **101 North Third Street  Moorhead, Minnesota  56560**     |
| (Address of principal  executive offices)                       |
|                                                            |
| **Telephone Number (218) 236-4400**                             |
| (Registrant’s telephone  number, including area code)      |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months, and (2) has been subject to such filingrequirements for the past 90 days.

 

| YES | ý | NO | o |   |
|-----|--------|----|---|--------|

 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practicable date.

 

| **Class of  Common Stock** |   | **Outstanding  at  July 8, 2002** |
|----------------------------|--------|-----------------------------------|
| $10 Par Value              |   | 3,035                             |

 

 

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**AMERICAN CRYSTAL SUGAR COMPANY**

 

**FORM 10-Q**

 

**INDEX**

 
| **PART I**     | **FINANCIAL INFORMATION**                                                                       |
|----------------|-------------------------------------------------------------------------------------------------|
|           |
| **ITEM 1.**    | **FINANCIAL STATEMENTS**                                                                        |
|           |                                                                                            |
|           | **BALANCE SHEETS**                                                                              |
|           |                                                                                            |
|           | **STATEMENTS  OF OPERATIONS**                                                                   |
|           |                                                                                            |
|           | **STATEMENTS  OF CASH FLOWS**                                                                   |
|           |                                                                                            |
|           | **NOTES TO THE  FINANCIAL STATEMENTS**                                                          |
|           |                                                                                            |
| **ITEM  2.**   | **MANAGEMENT’S  DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION** |
|           |                                                                                            |
| **PART II**    | **OTHER INFORMATION**                                                                           |
|           |                                                                                            |
| **ITEM 1.**    | **LEGAL PROCEEDINGS**                                                                           |
|           |                                                                                            |
| **ITEM  4.**   | **SUBMISSION  OF MATTERS TO A VOTE OF SECURITY HOLDERS**                                        |
|           |                                                                                            |
| **ITEM 6.**    | **EXHIBITS AND  REPORTS ON FORM 8-K**                                                           |
|           |                                                                                            |
| **SIGNATURES** |

 

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**PART I. FINANCIAL INFORMATION**

 

**Item 1. Financial Statements**

 

AMERICAN CRYSTAL SUGAR COMPANY

Balance Sheets

(Unaudited)

(Dollars in Thousands)

 

 

ASSETS

 
|                                             |   | **May 31** | ** ** | **August 31,** | ** ** |
|--------------------------------------------------|--------|------------|------------|----------------|------------|
|                                             |   | **2002**   | ** ** | **2001**       | ** ** | **2001*** | ** ** |
| Current Assets:                                  |   |       |       |           |       |   |   |
| Cash and Cash Equivalents                        |   | $          | 21         |           | $          | 26 |   | $ | 5,902 |   |
| Accounts Receivable:                             |   |       |       |           |       |   |   |
| Trade                                            |   | 60,315     |       | 67,681         |       | 67,332 |   |
| Members                                          |   | 3,716      |       | 3,230          |       | 3,300 |   |
| Other                                            |   | 839        |       | 889            |       | 1,553 |   |
| Advances to Related Parties                      |   | 15,786     |       | 5,944          |       | 14,924 |   |
| Inventories                                      |   | 268,692    |       | 274,488        |       | 104,269 |   |
| Prepaid Expenses                                 |   | 3,637      |       | 2,099          |       | 2,758 |   |
|                                             |   |       |       |           |       |   |   |
| Total Current Assets                             |   | 353,006    |       | 354,357        |       | 200,038 |   |
|                                             |   |       |       |           |       |   |   |
| Property and Equipment:                          |   |       |       |           |       |   |   |
| Land                                             |   | 32,940     |       | 31,179         |       | 32,511 |   |
| Buildings and Equipment                          |   | 842,216    |       | 831,624        |       | 839,431 |   |
| Construction-in-Progress                         |   | 4,593      |       | 7,088          |       | 1,453 |   |
| Less: Accumulated Depreciation                   |   | (546,926   | )          | (511,285       | )          | (510,015 | ) |
|                                             |   |       |       |           |       |   |   |
| Net Property and Equipment                       |   | 332,823    |       | 358,606        |       | 363,380 |   |
|                                             |   |       |       |           |       |   |   |
| Other Assets:                                    |   |       |       |           |       |   |   |
| Investments in CoBank, ACB                       |   | 15,772     |       | 15,676         |       | 15,676 |   |
| Investments in Marketing Cooperatives            |   | 2,294      |       | 3,352          |       | 1,638 |   |
| Investments in ProGold Limited Liability Company |   | 40,350     |       | 38,559         |       | 38,533 |   |
| Investments in Crystech, LLC                     |   | 1,416      |       | 1,489          |       | 1,545 |   |
| Notes Receivable - Crystech, LLC                 |   | 13,905     |       | 13,905         |       | 13,905 |   |
| Long-Term Prepaid Pension Expense                |   | 8,156      |       | 3,423          |       | 3,231 |   |
| Other Assets                                     |   | 3,949      |       | 2,029          |       | 3,499 |   |
|                                             |   |       |       |           |       |   |   |
| Total Other Assets                               |   | 85,842     |       | 78,433         |       | 78,027 |   |
|                                             |   |       |       |           |       |   |   |
| Total Assets                                     |   | $          | 771,671    |           | $          | 791,396 |   | $ | 641,445 |   |

 

The Accompanying Notesare an Integral Part of These Financial Statements.

* Derived from AuditedFinancial Statements.

 

1

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AMERICANCRYSTAL SUGAR COMPANY

BalanceSheets

(Unaudited)

(Dollarsin Thousands)

 

 

LIABILITIESAND MEMBERS’ INVESTMENTS

 
|                                             |   | **May 31** |    | **August 31,** |   |
|--------------------------------------------------|--------|------------|---------|----------------|--------|
|                                             |   | **2002**   |    | **2001**       |   | **2001*** |   |
| Current Liabilities:                             |   |       |    |           |   |   |   |
| Short-Term Debt                                  |   | $          | 136,787 |           | $      | 134,264 |   | $ | 13,963 |   |
| Current Maturities of  Long-Term Debt            |   | 19,045     |    | 18,930         |   | 19,070 |   |
| Accounts Payable                                 |   | 5,970      |    | 7,076          |   | 19,775 |   |
| Advances Due to Related  Parties                 |   | 5,762      |    | 5,786          |   | 3,568 |   |
| Accrued Continuing Costs  (see note 3)           |   | 79,529     |    | 93,220         |   | — |   |
| Other Current Liabilities                        |   | 17,208     |    | 16,064         |   | 15,555 |   |
| Amounts Due Members                              |   | 49,947     |    | 52,806         |   | 82,766 |   |
|                                             |   |       |    |           |   |   |   |
| Total Current Liabilities                        |   | 314,248    |    | 328,146        |   | 154,697 |   |
|                                             |   |       |    |           |   |   |   |
| Long-Term Debt, Net of  Current Maturities       |   | 182,372    |    | 200,306        |   | 201,416 |   |
| Other Liabilities                                |   | 30,058     |    | 27,208         |   | 29,672 |   |
|                                             |   |       |    |           |   |   |   |
| Total Liabilities                                |   | 526,678    |    | 555,660        |   | 385,785 |   |
|                                             |   |       |    |           |   |   |   |
| Members’ Investments:                       |   |       |    |           |   |   |   |
| Preferred Stock                                  |   | 38,275     |    | 38,275         |   | 38,275 |   |
| Common Stock                                     |   | 30         |    | 31             |   | 31 |   |
| Additional Paid-in Capital                       |   | 143,055    |    | 137,236        |   | 137,241 |   |
| Unit Retains                                     |   | 100,145    |    | 97,241         |   | 116,480 |   |
| Equity Retention                                 |   | 1,557      |    | —         |   | 1,560 |   |
| Accumulated Other  Comprehensive Income/(Loss)   |   | (436       | )       | (655           | )      | (436 | ) |
| Retained  Earnings/(Deficit)                     |   | (37,633    | )       | (36,392        | )      | (37,491 | ) |
|                                             |   |       |    |           |   |   |   |
| Total Members’ Investments                  |   | 244,993    |    | 235,736        |   | 255,660 |   |
|                                             |   |       |    |           |   |   |   |
| Total Liabilities and  Members’ Investments |   | $          | 771,671 |           | $      | 791,396 |   | $ | 641,445 |   |

 

TheAccompanying Notes are an Integral Part of These Financial Statements.

*Derived from Audited Financial Statements.

 

2

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AMERICANCRYSTAL SUGAR COMPANY

Statements of Operations

(Unaudited)

(Dollarsin Thousands)

 

 
|                                                                           |   | **For the  Nine Months Ended  May 31** |       | **For the  Three Months Ended  May 31** |       |
|--------------------------------------------------------------------------------|--------|----------------------------------------|------------|-----------------------------------------|------------|
|                                                                           |   | **2002**                               | ** ** | **2001**                                | ** ** | **2002** | ** ** | **2001** | ** ** |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |   |   |   |   |
| Net Revenue                                                                    |   | $                                      | 554,841    |                                    | $          | 638,444 |   | $ | 208,377 |   | $ | 222,202 |   |
| Cost of Product Sold                                                           |   | 11,222                                 |       | 64,979                                  |       | 74,272 |   | 51,495 |   |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Gross Proceeds                                                                 |   | 543,619                                |       | 573,465                                 |       | 134,105 |   | 170,707 |   |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Selling, General & Administrative  Expenses                                |   | 112,168                                |       | 128,549                                 |       | 35,863 |   | 45,956 |   |
| Accrued Continuing Costs  (see note 3)                                         |   | 79,529                                 |       | 93,220                                  |       | 2,988 |   | 28,465 |   |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Operating Proceeds                                                             |   | 351,922                                |       | 351,696                                 |       | 95,254 |   | 96,286 |   |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Other Income/(Expense)                                                         |   |                                   |       |                                    |       |   |   |   |   |
| Interest Income                                                                |   | 1,418                                  |       | 2,503                                   |       | 399 |   | 615 |   |
| Interest Expense                                                               |   | (11,214                                | )          | (16,159                                 | )          | (3,129 | ) | (5,227 | ) |
| Other, Net                                                                     |   | 2,437                                  |       | 1,406                                   |       | 1,549 |   | 739 |   |
| Other (Expense)                                                                |   | (7,359                                 | )          | (12,250                                 | )          | (1,181 | ) | (3,873 | ) |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Proceeds before Income  Taxes                                                  |   | 344,563                                |       | 339,446                                 |       | 94,073 |   | 92,413 |   |
| Income Tax Expense                                                             |   | (13                                    | )          | (67                                     | )          | (8 | ) | (28 | ) |
| Net Proceeds Resulting from  Member and Non-Member Business                    |   | $                                      | 344,550    |                                    | $          | 339,379 |   | $ | 94,065 |   | $ | 92,385 |   |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Distribution of Net  Proceeds:                                                 |   |                                   |       |                                    |       |   |   |   |   |
| Credited/(Charged) to  Members’ Investments:                              |   |                                   |       |                                    |       |   |   |   |   |
| Non-Member Business  Income/(Loss)                                             |   | $                                      | (142       | )                                       | $          | (785 | ) | $ | 669 |   | $ | (87 | ) |
| Unit Retains Declared to  Members                                              |   | —                                 |       | —                                  |       | — |   | — |   |
| Equity Retention Declared  to Members                                          |   | —                                 |       | —                                  |       | — |   | — |   |
| Net Credit(Charge) to  Members’ Investments                               |   | (142                                   | )          | (785                                    | )          | 669 |   | (87 | ) |
| Payments to/due Members for  Sugarbeets, Net of Unit Retains Declared          |   | 322,172                                |       | 312,833                                 |       | 81,546 |   | 92,624 |   |
| Payment to/due Members for  PIK Certificates, Net of Equity Retention Declared |   | 22,520                                 |       | 27,331                                  |       | 11,850 |   | (152 | ) |
|                                                                           |   |                                   |       |                                    |       |   |   |   |   |
| Total                                                                          |   | $                                      | 344,550    |                                    | $          | 339,379 |   | $ | 94,065 |   | $ | 92,385 |   |

 

TheAccompanying Notes are an Integral Part of These Financial Statements.

 

3

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AmericanCrystal Sugar Company

Statementsof Cash Flows

(Unaudited)

(Dollarsin Thousands)

 
|                                                                                                                                                                         |   | **For the  Nine Months Ended  May 31** |       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|------------|
|                                                                                                                                                                         |   | **2002**                               | ** ** | **2001** | ** ** |
|                                                                                                                                                                         |   |                                   |       |   |   |
| Cash Provided By (Used In)  Operations:                                                                                                                                      |   |                                   |       |   |   |
| Net Proceeds Resulting from  Member and Non-Member Business                                                                                                                  |   | $                                      | 344,550    |   | $ | 339,379 |   |
| Payments To/Due Members for  Sugarbeets, Net of Unit Retains Declared                                                                                                        |   | (322,172                               | )          | (312,833 | ) |
| Payments To/Due Members for  PIK Certificates, Net of Equity Rentention Declared                                                                                             |   | (22,520                                | )          | (27,331 | ) |
| Add (Deduct) Non-Cash  Items:                                                                                                                                                |   |                                   |       |   |   |
| Depreciation and  Amortization                                                                                                                                               |   | 38,661                                 |       | 37,960 |   |
| (Income) from Equity Method  Investees                                                                                                                                       |   | (2,397                                 | )          | (1,735 | ) |
| Loss on the Disposition of  Property and Equipment                                                                                                                           |   | 208                                    |       | 747 |   |
| Non-Cash Portion of  Patronage Dividend from CoBank, ACB                                                                                                                     |   | (437                                   | )          | (541 | ) |
| Deferred Gain Recognition                                                                                                                                                    |   | (148                                   | )          | (148 | ) |
| Changes in Assets and  Liabilities:                                                                                                                                          |   |                                   |       |   |   |
| Receivables                                                                                                                                                                  |   | 7,315                                  |       | (18,018 | ) |
| Inventories                                                                                                                                                                  |   | (164,423                               | )          | (231,598 | ) |
| Prepaid Expenses                                                                                                                                                             |   | (879                                   | )          | 542 |   |
| Long-Term Prepaid Pension  Expense                                                                                                                                           |   | (4,925                                 | )          | (1,700 | ) |
| Advances To/Due to Related  Parties                                                                                                                                          |   | 1,332                                  |       | 216 |   |
| Accounts Payable                                                                                                                                                             |   | (13,805                                | )          | (19,215 | ) |
| Accrued Continuing Costs                                                                                                                                                     |   | 79,529                                 |       | 93,220 |   |
| Other Liabilities                                                                                                                                                            |   | 2,038                                  |       | (1,573 | ) |
| Amounts Due Members                                                                                                                                                          |   | (32,819                                | )          | (860 | ) |
| Net Cash (Used In)  Operations                                                                                                                                               |   | (90,892                                | )          | (143,488 | ) |
|                                                                                                                                                                         |   |                                   |       |   |   |
| Cash Provided By (Used In)  Investing Activities:                                                                                                                            |   |                                   |       |   |   |
| Purchases of Property and  Equipment                                                                                                                                         |   | (8,228                                 | )          | (15,591 | ) |
| Proceeds from the Sale of  Property and Equipment                                                                                                                            |   | 177                                    |       | 6 |   |
| Investments in CoBank, ACB                                                                                                                                                   |   | 341                                    |       | — |   |
| Changes in Other Assets                                                                                                                                                      |   | (509                                   | )          | (18 | ) |
| Net Cash (Used In)  Investing Activities                                                                                                                                     |   | (8,219                                 | )          | (15,603 | ) |
|                                                                                                                                                                         |   |                                   |       |   |   |
| Cash Provided By (Used In)  Financing Activities:                                                                                                                            |   |                                   |       |   |   |
| Proceeds (Payments) on  Short-Term Debt, Net                                                                                                                                 |   | 122,824                                |       | 132,396 |   |
| Proceeds from Long-Term  Debt                                                                                                                                                |   | 1                                      |       | 8,415 |   |
| Long-Term Debt Repayment                                                                                                                                                     |   | (19,070                                | )          | (39,009 | ) |
| Issuance of Stock                                                                                                                                                            |   | 5,813                                  |       | 6,166 |   |
| Payment of Unit Retains  & Equity Retention                                                                                                                              |   | (16,338                                | )          | (18,975 | ) |
| Net Cash Provided by  Financing Activities                                                                                                                                   |   | 93,230                                 |       | 88,993 |   |
|                                                                                                                                                                         |   |                                   |       |   |   |
| (Decrease) In Cash and Cash  Equivalents                                                                                                                                     |   | (5,881                                 | )          | (70,098 | ) |
| Cash and Cash Equivalents,  Beginning of Year                                                                                                                                |   | 5,902                                  |       | 70,124 |   |
|                                                                                                                                                                         |   |                                   |       |   |   |
| Cash and Cash Equivalents,  End of Period                                                                                                                                    |   | $                                      | 21         |   | $ | 26 |   |
|                                                                                                                                                                         |   |                                   |       |   |   |
| **Supplemental  Schedule of Non-Cash Financing Activities:**                                                                                                                 |   |                                   |       |   |   |
| On September 30, 2000, the  Company forfeited sugar in satisfaction of the Commodity Credit Corporation  loans of $105.3 million including accrued interest of $3.8 million. |   |                                   |       |   |   |

 

The Accompanying Notes are anIntegral Part of These Financial Statements.

 

4

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**AMERICANCRYSTAL SUGAR COMPANY**

**NOTES TO THE FINANCIAL STATEMENTS**

**FOR THE NINE MONTHS ENDED MAY 31,2002 AND 2001**

 

**Note 1:  Basis ofPresentation**

 

The unaudited financialstatements contained herein have been prepared pursuant to the rules andregulations of the Securities and Exchange Commission.  Accordingly, they do not include all theinformation and footnotes required by generally accepted accountingprinciples.  However, in the opinion ofmanagement, all adjustments, consisting of normal recurring accruals,considered necessary for a fair presentation have been included.

 

The operating results forthe nine month period ended May 31, 2002 are not necessarily indicative of theresults that may be expected for the year ended August 31, 2002.

 

The amount paid togrowers for sugarbeets (beet payment) and PIK certificates depends on thefuture selling prices of sugar and agri-products as well as processing andother costs to be incurred during the remainder of the fiscal year. For thepurposes of this report, the amount of the beet payment, the PIK payment,future revenues and costs have been estimated. Therefore, adjustments withrespect to these estimates may be necessary in the future, as additionalinformation becomes available.

 

These financialstatements should be read in conjunction with the financial statements andnotes included in the Company’s annual report for the year ended August 31,2001.

 

Certain reclassificationshave been made to the May 31, 2001 financial statements to conform with the May31, 2002 presentation.

 

**Note 2:  Inventories**

 

The major components ofinventories are as follows (In Thousands):

 
|                                                                    |   | **05/31/02** |    | **05/31/01** |   | **8/31/01** |   |
|-------------------------------------------------------------------------|--------|--------------|---------|--------------|--------|-------------|--------|
| Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar  Beet Seed |   | $            | 250,673 |         | $      | 256,855     |   | $ | 86,367 |   |
| Maintenance  Parts & Supplies                                       |   | 18,019       |    | 17,633       |   | 17,902      |   |
|                                                                    |   |         |    |         |   |        |   |
| Total  Inventories                                                      |   | $            | 268,692 |         | $      | 274,488     |   | $ | 104,269 |   |

 

Sugar, pulp,molasses and other agri-products inventories are valued at estimated netrealizable value.  Unprocessedsugarbeets are valued at the estimated gross beet payment. Maintenance parts& supplies and beet seed inventories are valued at the lower of averagecost or market.

 

**Note 3: Accrued Continuing Costs**

 

For interimreporting, the Net Proceeds from Member Business is based on (i) the forecastedgross beet payment and the percentage of the tons of sugarbeets processed tothe total estimated tons of sugarbeets to process for a given crop year and(ii) on the forecasted gross PIK payment and the percentage of thehundredweight of sugar received to the total hundredweight of sugar to be received.Accrued continuing costs represent the difference between the Net Proceeds fromMember Business as determined above and actual member business crop yearrevenues realized and expenses incurred through the end of the reportingperiod.  Accrued continuing costs arereflected in the Financial Statements as a cost on the Statements of Operationsand as a current liability on the Balance Sheets.

 

5

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**Note 4:  Members’ Investments**

 
|             |   | **Par Value** | ** ** | **Shares  Authorized** | ** ** | **Shares  Issued  & Outstanding** | ** ** |
|------------------|--------|---------------|------------|------------------------|------------|---------------------------------------|------------|
| Preferred Stock: |   |          |       |                   |       |                                  |       |
| July 8, 2002     |   | $             | 76.77      |                   | 600,000    |                                  | 498,570    |   |
| May 31, 2002     |   | $             | 76.77      |                   | 600,000    |                                  | 498,570    |   |
| August 31, 2001  |   | $             | 76.77      |                   | 600,000    |                                  | 498,570    |   |
| May 31, 2001     |   | $             | 76.77      |                   | 600,000    |                                  | 498,570    |   |
|             |   |          |       |                   |       |                                  |       |
| Common Stock:    |   |          |       |                   |       |                                  |       |
| July 8, 2002     |   | $             | 10.00      |                   | 4,000      |                                  | 3,035      |   |
| May 31, 2002     |   | $             | 10.00      |                   | 4,000      |                                  | 3,025      |   |
| August 31, 2001  |   | $             | 10.00      |                   | 4,000      |                                  | 3,134      |   |
| May 31, 2001     |   | $             | 10.00      |                   | 4,000      |                                  | 3,135      |   |

 

**Note 5:  Interest Paid**

 

Interest paid, netof amounts capitalized, was $10.7 million and $16.1 million for the nine monthsended May 31, 2002 and 2001, respectively.

 

# **Note 6: Short-Term Debt**

 

As of May 31,2002, the Company had outstanding commercial paper of $136.8****millionat an average interest rate of 2.86% and maturity dates between June 18, 2002****andAugust 23, 2002.

 

As of May 31,2001, the Company had outstanding commercial paper of $134.3****millionat an average interest rate of 4.61% and maturity dates between June 1, 2001****andOctober 25, 2001.

 

In March 2002, theCompany renewed its annual $180 million seasonal line of credit agreement withCoBank, ACB with terms and conditions similar to those contained in theprevious agreement.

 

**Item2.   Management’s Discussion andAnalysis of Results of Operations and Financial Condition for the Nine MonthsEnded**May 31, 2002 and 2001

 

This reportcontains forward-looking statements that involve risks and uncertainties.  Such forward-looking statements include,among others, those statements including the words “expect”, “anticipate”,“believe”, “may” and similar expressions. The Company’s actual results could differ materially from thoseindicated.  Important factors that couldcause or contribute to such differences include, without limitation, marketfactors, weather and general economic conditions, farm and trade policy,available quantity and quality of sugarbeets. For a more complete discussion of “Important Factors”, please refer tothe Company’s 2001 Form 10-K.

 

### **Comparison of the Nine Months Ended May 31, 2002 and2001**

 

Revenue for thenine months ended May 31, 2002, was $554.8 million, a decrease of $83.6 millionas compared to the same period last year. Revenue from total sugar salesdecreased 15.1 percent which reflects the proceeds from the forfeiture of sugarto the Commodity Credit Corporation (CCC) last year and an 8.7 percent decreasein hundredweight sold partially offset by a 5.4 percent increase in the averageselling price per hundredweight. Revenue from pulp sales increased 17.8 percent due to a 24.4 percentincrease in the volume of pulp sold partially offset by a 5.3 percent decreasein the average selling price per ton. Revenue from molasses sales decreased 26.1 percent due to a 48.2 percentdecrease in the volume of molasses sold partially offset by a 42.5 percentincrease in the average selling price per ton. Revenue from the sales of Concentrated Separated By-Product (CSB), aby-product of the molasses desugarization process, increased 10.9 percent due toa 21.7 percent increase in the average selling price per ton partially offsetby an 8.9 percent decrease in sales volume.

 

6

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Cost of productsold, for the nine months ended May 31, 2002, exclusive of payments forsugarbeets and PIK certificates, decreased $53.8 million as compared to thesame period last year. Direct processing costs for sugar and pulp decreased19.9 percent due to harvesting 16.3 percent fewer sugarbeets and processing16.4 percent less sugarbeets. Fixed and committed expenses decreased .2 percentreflecting lower maintenance costs. Thechange in product inventories impacted the cost of product sold favorably by$33.6 million. This was primarily due to the value of the carryover sugarinventory as of August 31, 2000, which was sold in first quarter of fiscal2001. This inventory value was approximately $43.0 million higher than thevalue of the carryover sugar inventory as of August 31, 2001, which was sold inthe first quarter of fiscal 2002. The higher inventory level as of August 31,2000 consisted largely of sugar pledged to the CCC, which was forfeited duringthe first quarter of fiscal 2001. This was partially offset by decreasedinventory values for pulp as of May 31, 2002.

 

Selling, generaland administrative expenses for the nine months ended May 31, 2002 decreased$16.4 million from 2001. Selling expenses decreased $16.2 million primarily dueto lower sugar storage costs. General and Administrative expenses decreased $..2 million due to lower personnel costs and other general cost reductions.

 

As of May 31,2002, 100 percent of the 2001 crop had been processed resulting in therecognition of net proceeds from member business of $322.2 million. Thisrepresented 100 percent of the $322.2 million projected gross beet payment forthe 2001 crop. In addition, $22.5 million, representing 100 percent of theprojected gross PIK payment had also been recognized as net proceeds frommember business. The actual net proceeds from member business, for the ninemonths ended May 31, 2002, were $424.2 million. The difference between theactual net proceeds from member business and the amounts recognized as of May31, 2002, resulted in the recognition of $79.5 million of accrued continuingcosts. In comparison, as of May 31, 2001, 100 percent of the 2000 crop had beenprocessed resulting in the recognition of net proceeds from member business of$312.8 million. This represented 100 percent of the projected gross beetpayment for the 2000 crop. In addition, $27.5 million, representing 100 percentof the projected gross PIK payment, had also been recognized as net proceedsfrom member business. The actual net proceeds from member business, for thenine months ended May 31, 2001, were $433.5 million. The difference between theactual net proceeds from member business and the amounts recognized as of May31, 2001, resulted in the recognition of $93.2 million of accrued continuingcosts.

 

Interest incomedecreased $ 1.1 million for the nine months ended May 31, 2002 as compared tothe same period last year primarily due to a lower average balance ofinvestments and slightly lower interest rates.

 

Interest expensedecreased $ 4.9 million from last year primarily due to lower long-term andshort-term interest rates and lower average borrowing levels.

 

Non-memberactivities resulted in a loss of $ .1 million for the nine months ended May 31,2002 as compared to a loss of $ .8 million for the same period last year.  The losses in both fiscal years werecomprised mainly of activities related to the investment in ProGold LimitedLiability Company partially offset in the current year by income fromactivities related to Midwest Agri-Commodities.

 

### **Comparison of the Three Months Ended May 31, 2002 and2001**

 

Revenue for thethree months ended May 31, 2002, was $208.4 million, a decrease of $13.8million as compared to the same period last year. Revenue from total sugarsales decreased 7.2 percent reflecting a 15.8 percent decrease in thehundredweight sold partially offset by a 10.2 percent increase in the average sellingprice per hundredweight. Revenue from pulp sales decreased 3.0 percent due to a3.2 percent decrease in the average selling price per ton partially offset by a..2 percent increase in the volume of pulp sold. Revenue from molasses salesdecreased 44.6 percent due to a 58.7 percent decrease in the volume of molassessold partially offset by a 33.9 percent increase in the average selling priceper ton.  Revenue from the sales ofConcentrated Separated By-Product (CSB), a by-product of the molasses desugarizationprocess, increased 3.4 percent due to a 22.4 percent increase in the averageselling price per ton partially offset by a 15.5 percent decrease in salesvolume.

 

7

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Cost of productsold, for the three months ended May 31, 2002, exclusive of payments forsugarbeets, increased $22.8 million as compared to the same period last year.Direct processing costs for sugar and pulp decreased 34.1 percent due to lowerpulp hauling costs, lower major operating supplies expense and natural gasexpense.  Fixed and committed expensesincreased 4.3 percent reflecting higher maintenance costs. The change in product inventories impacted thecost of product sold unfavorably by $ 32.6 million due to lower inventory valuesfor sugar and pulp.

 

Selling, generaland administrative expenses for the three months ended May 31, 2002 decreased$10.1 million from 2001. Selling expenses decreased $10.9 million primarily dueto lower sugar storage costs. General and Administrative expenses increased $..8 million due to general cost increases.

 

During the threemonths ended May 31, 2002, 25.3 percent of the 2001 crop was processedresulting in the recognition of net proceeds from member business of $81.5million. This represented 25.3 percent of the $322.2 million projected grossbeet payment for the 2001 crop. In addition, $11.9 million, representing 52.4percent of the $22.5 million projected gross PIK payment, had also beenrecognized as net proceeds from member business. The actual net proceeds frommember business, for the three months ended May 31, 2002, were $96.3 million.The difference between the actual net proceeds from member business and theamounts recognized for the three months ended May 31, 2002, resulted in therecognition of $3.0 million of accrued continuing costs. In comparison, duringthe three months ended May 31, 2001, 29.6 percent of the 2000 crop wasprocessed resulting in the recognition of net proceeds from member business of$92.6 million. This represented 29.6 percent of the $312.8 million projectedgross beet payment for the 2000 crop. In addition, an adjustment of ($.1)million for the projected gross PIK payment, was also recognized in netproceeds from member business. The actual net proceeds from member business,for the three months ended February 28, 2001, were $121 million. The differencebetween the actual net proceeds from member business and the amounts recognizedfor the three months ended May 31, 2001, resulted in the recognition of $28.5million of accrued continuing costs.

 

Interest incomedecreased $ .2 million for the three months ended May 31, 2002 as compared tothe same period last year primarily due to a lower average balance ofinvestments and slightly lower interest rates.

 

Interest expensedecreased $ 2.1 million from last year primarily due to lower long-term andshort-term interest rates and lower average borrowing levels.

 

Non-memberactivities resulted in income of $ .7 million for the three months ended May31, 2002 compared to a loss of $ .1 million for the same period last year. Thisnon-member income in fiscal 2002 is the result of activities related to MidwestAgri-Commodities, partially offset by activities related to the investment inProGold Limited Liability Company.

 

### **Payment-In-KindProgram**

 

In September 2001,the United States Department of Agriculture (USDA) announced a Payment-In-Kind(PIK) program for the 2001 crop year. Under this program, the Company’sshareholders were paid to destroy a portion of their 2001 sugarbeet crop.  Payments to the Company’s shareholders weremade by the USDA in the form of certificates to be exchanged for sugar held bythe USDA.  The Company entered intocontracts with its shareholders to purchase the sugar certificates theyreceived from the USDA and reduced the shareholders’ delivery obligation to theCompany to the extent sugarbeets were destroyed. As a result of the PIKprogram, the number of acres of the 2001 sugarbeet crop harvested by theshareholders was reduced by approximately 29,000 acres. On December 3, 2001,the CCC finalized the amount of sugar to be exchanged for the PIK certificates.As a result, the Company received approximately 588,673 hundredweight of sugarin exchange for the PIK certificates on December 3, 2001 and received anadditional 588,802 hundredweight of sugar on March 1, 2002.

 

8

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**Farm Security and Investment Act of2002**

 

The Farm Securityand Investment Act of 2002 was enacted into law on May 13, 2002. This act containsseveral provisions related to the domestic sugar industry with the overridinggoal of these sugar provisions to achieve balance and stability in the U.S.sugar market while minimizing the cost to the Federal government. The actcovers the 2002 through the 2007 sugarbeet crop years. The act restrictsimports of foreign sugar and maintains the non-recourse loan program fordomestic sugar that was in place under the prior farm bill. The act alsoincludes a system of marketing allotments and allocations for beet sugar andcane sugar producers that are meant to balance the supply and demand of sugarin the U.S. domestic sugar market. These allotments may reduce the amount ofsugar that a particular processor can sell into the domestic sugar market,which could result in a reduction in the number of acres of sugarbeets requiredfor processing. The act also gives the USDA the authority to implement apre-plant PIK program to help offset an oversupply situation should it occur.It also eliminates the marketing assessment fee as well as the CCC loanforfeiture penalty. The bill mandates that the sugar program be run at no costto the government. The final rules and regulations required to implement thedetails of this act are still being drafted, with the final impact on theCompany not certain until these rules and regulations are finalized.

 

**Liquidity and Capital Resources**

 

Under the Company’s Bylaws and Grower Contracts,payments for member delivered sugarbeets, the principal raw material used inproducing the sugar and agri-products it sells, are subordinated to all memberbusiness expenses.  In addition, thebeet payments made to members are paid in three payments over the course of ayear, and the payments are made net of any anticipated unit retain for the crop.These procedures have the effect of providing the Company with an additionalsource of short-term financing.  Thismember financing arrangement may result in an additional source of liquidityand reduced need for outside financing in comparison to a similar businessoperated on a non-cooperative basis.

 

Because sugar issold throughout the year (while sugarbeets are processed primarily in the falland winter) and because substantial amounts of equipment are required for itsoperations, the Company has utilized substantial outside financing on both aseasonal and long-term basis to fund such operations. The majority of suchfinancing has been provided by a consortium of lenders lead by CoBank, ACB. TheCompany has a long-term debt commitment with CoBank, ACB of****$132.4 million, ofwhich $101.3 million is currently outstanding. In addition, the Company has long-term debt outstanding of$50 million from a private placement of Senior Notes that occurred inSeptember of 1998; $43.6 million from nine separate issuances of Pollution Control and Industrial DevelopmentRevenue Bonds; a term loan with Bank of North Dakota of $5.6 million; and a $1million term loan from US Bank. The Company also has a seasonal line of credit with a consortium oflenders led by CoBank, ACB of $180 million and a line of credit with WellsFargo Bank for $3 million. The Company’s commercial paper program providesshort-term borrowings of up to $150 million of which approximately $136.8million is currently outstanding.  Anyborrowings under the commercial paper program will act to reduce the availablecredit under the CoBank, ACB seasonal line of credit by a commensurate amount.

 

The change in the Company’s financial condition fromAugust 31, 2001 to May 31, 2002 is primarily due to normal businessseasonality.  The first nine months ofthe Company’s fiscal year includes the completion of the sugarbeet harvest, theprocessing campaign, and the initial payments to members for deliveredsugarbeets.  The cash used in operationsof $81.7 million and investing activities of $17.4 million was funded primarilythrough the cash provided by financing activities. The net cash provided byfinancing activities was primarily comprised of the net proceeds fromshort-term debt of $122.8 million, and proceeds from the installment sale ofstock of $5.8 million partially offset by the payment of unit retains of $16.3million and long-term debt repayment of $19.1 million.

 

Working capital has decreased $9.8 million from $48.6million at the beginning of the year to $38.8 million as of May 31, 2002primarily due to additional short-term debt, increases in payables and anincrease in receivables partially offset by a decrease in amounts due growersand increased inventories.  Workingcapital as of May 31, 2002 was $38.8 million, an increase of $9.2 million whencompared to $29.6 million of working capital as of May 31, 2001.

 

9

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Capitalexpenditures for the nine months ended May 31, 2002 were $8.2 million ascompared to $15.6 million for the same period in 2001. The Company hadoutstanding commitments totaling $6.1 million as of May 31, 2002, for equipmentand construction contracts related to various capital projects.

 

The Companyanticipates that the funds necessary for working capital requirements andfuture capital expenditures will be derived from operations, short-termborrowings, depreciation, unit retains and long-term borrowings.

 

## **PART II. OTHERINFORMATION**

 

#### **Item 1.  Legal Proceedings**

 

From time to time and in the ordinary course of itsbusiness, the Company is named as a defendant in legal proceedings related tovarious issues, including worker’s compensation claims, tort claims andcontractual disputes. The Company is currently involved in certain legal proceedings,which have arisen in the ordinary course of the Company’s business. The Companyis also aware of certain other potential claims, which could result in thecommencement of legal proceedings. The Company carries insurance, whichprovides protection against certain types of claims. With respect to currentlitigation and potential claims of which the Company is aware, the Company’smanagement believes that (i) the Company has insurance protection to coverall or a portion of any judgments which may be rendered against the Companywith respect to certain claims or actions and (ii) any judgments which maybe entered against the Company and which may exceed such insurance coverage orwhich may arise in actions involving potential liabilities not covered byinsurance policies are not likely to have a material adverse effect upon theCompany, or its assets or operations.

 

### **Item 4. Submission of Matters to a Vote of Security Holders**

 

None

 

10

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### **Item 6. Exhibits and Reports on Form 8-K**

 

(a)          Exhibits

 
| **Item  No.** |   |                                                                                                                                                   |   | **Method of  Filing**                                                                                                                                                    |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1           |   | Restated Articles of Incorporation of American  Crystal Sugar Company                                                                                  |   | Incorporated by reference to Exhibit 3.1 from the  Company’s Form 10-Q for the quarter ended May 31, 1998.                                                          |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 3.2           |   | Restated By-laws of American Crystal Sugar Company                                                                                                     |   | Incorporated by reference to Exhibit 3.1 from the  Company’s Form 10-Q for the quarter ended May 31, 1998.                                                          |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 4.1           |   | Restated Articles of Incorporation of American  Crystal Sugar Company                                                                                  |   | See Exhibit 3.1                                                                                                                                                          |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 4.2           |   | Restated By-laws of American Crystal Sugar Company                                                                                                     |   | See Exhibit 3.2                                                                                                                                                          |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.1          |   | Trademark License Agreement between Registrant and  United Sugars Corporation, dated November 1, 1993                                             |   | Incorporated by reference to Exhibit 10(l) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.2          |   | Amended and Restated Loan Agreement between  Registrant and US Bank, formerly First Bank National Association, dated  November 22, 1993           |   | Incorporated by reference to Exhibit 10(q) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.3          |   | Pension Contract and Amendments                                                                                                                        |   | Incorporated by reference to Exhibit 10(r) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.4          |   | Form of Operating Agreement between Registrant and  ProGold Limited Liability Company                                                                  |   | Incorporated by reference to Exhibit 10(u) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.5          |   | Form of Member Control Agreement between Registrant  and ProGold Limited Liability Company                                                             |   | Incorporated by reference to Exhibit 10(v) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.6          |   | Administrative Services Agreement between Registrant  and ProGold Limited Liability  Company                                                      |   | Incorporated by reference to Exhibit 10(w) from the  Company’s Registration Statement on Form S-1 (File No. 33-83868), declared  effective November 23, 1994.  |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| +10.7         |   | Coal Supply Agreement between Registrant and Spring  Creek Coal Company, dated August 25, 1995                                                    |   | Incorporated by reference to Exhibit 10(y) from the  Company’s Registration Statement on Form S-1 (File No. 333-11693), declared  effective November 13, 1996. |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| +10.8         |   | Coal Transportation Agreement between Registrant and  Northern Coal Transportation Company, dated August 25, 1995                                 |   | Incorporated by reference to Exhibit 10(z) from the  Company’s Registration Statement on Form S-1 (File No. 333-11693), declared  effective November 13, 1996. |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| +10.9         |   | Trademark License Agreement between Registrant and  The Pillsbury Company, dated as of April 9, 1997                                              |   | Incorporated by reference to Exhibit 10(dd) from the  Company’s Registration Statement on Form S-1 (File No. 333-32251), declared  effective October 24, 1997. |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.10         |   | Pledge Agreement between Registrant and First Union  Trust Company, NA                                                                                 |   | Incorporated by reference to Exhibit 10(ee) from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1998.                                      |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.11         |   | Indemnity Agreement between Registrant, Newcourt  Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust                                     |   | Incorporated by reference to Exhibit 10(ff) from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1998.                                      |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.12         |   | Tolling Services Agreement between Crystech, LLC and  Registrant                                                                                       |   | Incorporated by reference to Exhibit 10(gg) from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1998.                                      |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.13         |   | Operations and Maintenance Agreement between  Crystech, LLC and Registrant                                                                             |   | Incorporated by reference to Exhibit 10(hh) from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1998.                                      |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| ++10.14       |   | Limited Liability Company Agreement of Crystech, LLC                                                                                                   |   | Incorporated by reference to Exhibit 10(ii) from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1998.                                      |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.15         |   | Master Agreement between the Registrant and Bakery,  Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC                                   |   | Incorporated by reference to Exhibit 10.22 from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1999                                        |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.16         |   | Registrant’s Senior Note  Purchase Agreement                                                                                                      |   | Incorporated by reference to Exhibit 10.24 from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1999                                        |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.17         |   | Registrant’s  Senior Note Intercreditor and Collateral  Agency Agreement                                                                     |   | Incorporated by reference to Exhibit 10.25 from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1999                                        |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.18         |   | Registrant’s Senior Note  Restated Mortgage and Security Agreement                                                                                |   | Incorporated by reference to Exhibit 10.26 from the  Company’s Annual Report on Form 10-K for the year ended August 31, 1999                                        |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.19         |   | Employment Agreement between the Registrant and  James J. Horvath                                                                                      |   | Incorporated by reference to Exhibit 10.28 from the  Company’s Annual Report on Form 10-K form the year ended August 31, 1999                                       |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.20         |   | Stipulation Agreement between Registrant and State  of Minnesota Pollution Control Agency, dated April 4, 2000                                         |   | Incorporated by reference to Exhibit 10.28 from the  Company’s Form 10-Q for the quarter ended May 31, 2000                                                         |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.21         |   | Board of Directors Deferred Compensation Plan, dated  June 30, 1994                                                                                    |   | Incorporated by reference to Exhibit 10.29 from the  Company’s Annual Report on Form 10K for the year ended August 31, 2000                                         |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.22         |   | Long Term Incentive Plan, dated June 23, 1999                                                                                                          |   | Incorporated by reference to Exhibit 10.31 from the  Company’s Annual Report on Form 10K for the year ended August 31, 2000                                         |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.23         |   | Growers’ Contract (5-year Agreement) for the crop  years 1998 through 2002.                                                                       |   | Incorporated by reference to Exhibit 10.29 from the  Company’s Form 10-Q for the quarter ended February 28, 2001                                                    |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.24         |   | Addendum to Master Agreement between the Registrant  and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC  dated July 10, 2001. |   | Incorporated by reference to Exhibit 10.30 from the  Company’s Annual Report on Form 10K for the year ended August 31, 2001                                         |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.25         |   | Uniform Member Sugar Marketing Agreement between the  Registrant and United Sugars Corporation dated September 1, 2001.                                |   | Incorporated by reference to Exhibit 10.27 from the  Company’s Form 10-Q for the quarter ended November 30, 2001                                                    |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.26         |   | Uniform Member Marketing Agreement between the  Registrant and Midwest Agri-Commodities Company dated September 1, 2001.                               |   | Incorporated by reference to Exhibit 10.28 from the  Company’s Form 10-Q for the quarter ended November 30, 2001                                                    |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.27         |   | Term and Seasonal Loan Agreements between the  Registrant and CoBank, ACB dated March 27, 2002                                                         |   | Filed herewith electronically                                                                                                                                            |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 10.28         |   | Growers’ Contract (Annual Contract) for crop year  2002.                                                                                          |   | Filed herewith electronically                                                                                                                                            |
|          |   |                                                                                                                                                   |   |                                                                                                                                                                     |
| 21.1          |   | List of Subsidiaries of the Registrant                                                                                                                 |   | Incorporated by reference to Exhibit 21.1 from the  Company’s Annual Report on Form 10K for the year ended August 31, 1999                                          |

 

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+              Portions of theExhibit have been granted confidential treatment by the Commission. The omittedportions have been filed separately with the Commission.

++           Portionsof the Exhibit have been deleted from the publicly filed document and have beenfiled separately with the Commission pursuant to a request for confidentialtreatment.

 

11

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**(b)Reports on Form 8-K**

 

The Company filedthe following Current Report on Form 8-K during this quarter.

 

(i)            Current Report on Form 8-K, datedMarch 19, 2002, under item 9 stating that the Company had announced to itsshareholders on March 19, 2002, that the forecasted gross beet payment for the2001 crop has increased $4.00 from $36.00 to $40.00 per average ton ofsugarbeets.

 

 

**SIGNATURES**

 

 

**Pursuant to the requirement of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.**

 
|   | **AMERICAN  CRYSTAL SUGAR COMPANY** |
|--------|-------------------------------------|
|   |                                | **(Registrant)** |

 

 
| **Date:** | ** July 11, 2002** |   | **/s/  Brian Ingulsrud**      |
|-----------|-------------------------|--------|-------------------------------|
|      |                    |   | **Brian  Ingulsrud**          |
|      |                    |   | **Corporate  Controller,**    |
|      |                    |   | **Chief  Accounting Officer** |
|      |                    |   | **Duly  Authorized Officer**  |

 

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