**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

 

**WASHINGTON, D.C. 20549**

 

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**FORM 10–Q**

 
| ý |   | **QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|--------|----------------------------------------------------------------------------------------|

 

**For the quarterly period ended April 30, 2002**

**OR**

** **
| o |   | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|--------|-----------------------------------------------------------------------------------------|

 

**For the transition periodfrom          to         **

 

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**Commission file number**

**333-81946**

 

**DAKOTA GROWERS RESTRUCTURING COMPANY, INC.**

(Exact name of registrant asspecified in its charter)

 

| **North Dakota**                                             |   | **30-0034815**                   |
|--------------------------------------------------------------|--------|----------------------------------|
| (State or other jurisdictionof incorporationor organization) |   | (IRS EmployerIdentification No.) |

 

**One Pasta Avenue, Carrington, North Dakota 58421**

(Address of principal executiveoffices)

 

**(701) 652-2855**

(Registrant’s telephone number)

 

(Former name, former address andformer fiscal year, if changed since last report)

 

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                Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the past 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days: YES  o NO  ý

 

                At  June 13, 2002, one (1) share of the registrant’s Common Stock wasoutstanding.

 

 

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**PARTI.  FINANCIAL INFORMATION**

 

**Item1.  Financial Statements.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**Item 2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**Item3.  Quantitative and QualitativeDisclosures About Market Risk.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**PART II.  OTHERINFORMATION**

 

**Item1.  Legal Proceedings.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**Item2.  Change in Securities and Use ofProceeds.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**Item3.  Defaults Upon Senior Securities.**

 

Not applicable and therefore omitted. See “Item 5—Other Information.”

 

**Item4.  Submission of Matters to a Vote ofSecurity Holders.**

 

                On March 12, 2002,the sole shareholder of the registrant, by the written consent of such soleshareholder, voted to: (i) approve the Amended and Restated Articles of Incorporationof the registrant; (ii) approve the Amended and Restated By-Laws of theregistrant; (iii) approve the Amended and Restated Plan of Merger between theregistrant, Dakota Growers Pasta Restructuring Cooperative, a Coloradocooperative (the “Colorado Cooperative”), Dakota Growers Corporation, aColorado corporation (the “Colorado Corporation”), and Dakota Growers PastaCompany, a North Dakota cooperative (the “North Dakota Cooperative”); (iv) 

 

 

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approve the Amended and Restated Transaction Agreement between theregistrant, the Colorado Cooperative, the Colorado Corporation and the NorthDakota Cooperative; and (v) approve Pre-Effective Amendment No. 1 to theregistrant’s Registration Statement on Form S-4.

 

                On April 18, 2002,the sole shareholder of the registrant, by the written consent of such soleshareholder, voted to: (i) approve the Second Amended and Restated Articles ofIncorporation of the registrant; (ii) approve the Second Amended and RestatedBy-Laws of the registrant; (iii) approve the Second Amended and Restated Planof Merger between the registrant, the Colorado Cooperative, the ColoradoCorporation and the North Dakota Cooperative; (iv) approve the Second Amendedand Restated Transaction Agreement between the registrant, the ColoradoCooperative, the Colorado Corporation and the North Dakota Cooperative; and (v)approve Pre-Effective Amendment No. 2 to the registrant’s RegistrationStatement on Form S-4.

 

**Item5.  Other Information.**

 

                The registrant,Dakota Growers Restructuring Company, Inc., a North Dakota corporation, is awholly-owned subsidiary of Dakota Growers Pasta Company, a North Dakotacooperative association (the “Cooperative”). The Cooperative formed the registrant for the sole purpose of effectinga conversion of the Cooperative from a North Dakota cooperative to a NorthDakota corporation.  The conversion isto be effected by merging the Cooperative with and into a Colorado cooperative,with such Colorado cooperative to survive such merger, and thereafter mergingthe Colorado cooperative with and into a Colorado corporation, with suchColorado corporation to survive such merger, and thereafter merging theColorado corporation with and into the registrant, with the registrant tosurvive such merger (the “Transaction”). As a result of the Transaction, the registrant will operate as theCooperative’s successor and its operations will be a continuance of theoperations of the Cooperative.

 

                On April 26, 2002,the Securities and Exchange Commission declared effective the registrant’sregistration statement on Form S-4 to register the securities of the registrantto be issued in connection with the Transaction.  On May 23, 2002, the members of the Cooperative voted to approvethe Transaction, but the Transaction has not yet been consummated, and will notbe consummated, until certain necessary filings are completed and otherconditions precedent to the Transaction are satisfied.  As such, the registrant, while subject tothe reporting requirements of Section 13 of the Securities Exchange Act of1934, has not had any operations to date or any on-going business to report.

 

**Item6.  Exhibits and Reports on Form 8-K (§249.308 of this chapter).**

 

(a)           None.

 

(b)           None.

 

 

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**SIGNATURES**

 

                Pursuant to therequirements of the Securities and Exchange Act of 1934, the registrant hasduly caused this report to be signed on the behalf by the undersigned,thereunto duly authorized.

 
|   | DAKOTA GROWERS RESTRUCTURING  COMPANY, INC. |
|--------|---------------------------------------------|
|   |                                        |   |
|   | By:                                         |   | /s/  Timothy J. Dodd |
|   |                                        |   |
|   |                                        | Timothy J. Dodd, |
|   |                                        | PRESIDENT AND CHIEF  EXECUTIVE |
|   |                                        | OFFICER |
|   |                                        |   |
|   |                                        | Dated: June 13, 2002 |
|        |                                             |  |  |

 

                Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the registrant and in the capacities and on the datesindicated.

 
| **Signature**          |   | **Title**                              |   | **Date**       |
|------------------------|--------|----------------------------------------|--------|----------------|
|                   |   |                                   |   |           |
| /s/  Timothy J. Dodd   |   | President  and Chief Executive Officer |   | June  13, 2002 |
| Timothy  J. Dodd       |   | (Principal  Executive Officer)         |   |           |
|                   |   |                                   |   |           |
|                   |   |                                   |   |           |
| /s/  Thomas P. Friezen |   | Chief  Financial Officer               |   | June  13, 2002 |
| Thomas  P. Friezen     |   | (Principal  Financial Officer)         |   |           |
|                   |   |                                   |   |           |
|                   |   |                                   |   |           |
| /s/  Edward O. Irion   |   | Chief  Accounting Officer              |   | June  13, 2002 |
| Edward  O. Irion       |   | (Principal  Accounting Officer)        |   |           |

 

 

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