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SUBSCRIPTION DOCUMENT A
AMERICAN CRYSTAL SUGAR COMPANY
SUBSCRIPTION AGREEMENT FOR PREFERRED STOCK
Number of shares of preferred stock, par
value $76.77, owned of record by the
shareholder as of July 25, 1997:__________
Name and address of shareholder: A. Number of shares of preferred stock, par
________________________________ value $76.77, that the shareholder is
________________________________ entitled to purchase in Pool 1:__________
________________________________
________________________________ Total purchase price: $XXXX.XX
B. Payment for 42% of the shares: $XXXX.XX
Payment of $100 for each
other share: $XXXX.XX
PAYMENT DUE NOW: $XXXX.XX
*Number of shares of preferred
stock, par value $76.77, that the Total Capital Contribution Installment
shareholder intends to purchase in Amount: $XXXX.XX
Pool 1 (if different from A. above): Annual Capital Contribution Installment
____________________________ Payment: $XXXX.XX
According to the records of American Crystal Sugar Company (the
"Company"), as of July 25, 1997, the member listed above owned one (1) share
of the company's common stock and __________ shares of the Company's
preferred stock, par value $76.77. Based on such ownership, the member
listed above has the right to purchase __________ shares of the Company's
preferred stock in Pool 1 of the Company's public offering of a total of
61,500 shares of preferred stock, as described in the Company's October,
1997 prospectus and any supplements.
The undersigned member hereby subscribes for and agrees to purchase
__________ shares of preferred stock, at a price of $1,500.00 per share, and
delivers herewith a check payable to "American Crystal Sugar Company" in full
payment for forty-two percent (42%) of the shares which the member is
entitled to purchase and an initial payment of $100 for each other share
which the member desires to purchase hereunder. The amount due upon
execution of this agreement is $__________ if the undersigned member
purchases the total number of shares which the member is entitled to
purchase. THAT AMOUNT REPRESENTS THE TOTAL PURCHASE PRICE WITH RESPECT TO
FORTY-TWO PERCENT (42%) OF THE SHARES AND $100 PER SHARE FOR EACH OTHER
SHARE. (If the undersigned member wishes to purchase less than forty-two
percent (42%) of the shares of preferred stock that such member is entitled
to purchase in Pool 1, payment for all shares purchased is due in full upon
execution of this Subscription Agreement. If the undersigned member wishes to
purchase less than all of the shares of preferred stock that such member is
entitled to purchase in Pool 1 BUT MORE THAN FORTY-TWO PERCENT (42%) OF SUCH
SHARES, payment in full for forty-two percent (42%) of the shares which the
member is entitled to purchase in Pool 1 will be due in full upon execution
of this Subscription Agreement. With respect to shares in excess of forty-two
percent (42%) of the shares which the member is entitled to purchase in Pool
1, payment of $100 per share is required upon execution of this Subscription
Agreement and the remaining amounts may be paid as described below.)
The remaining portion of the total purchase price for shares of preferred
stock not paid in full upon execution of this Subscription Agreement will be
due and payable in six (6) annual capital contribution installments, due on
each anniversary of the closing of this offering. With respect to each share
to be paid for by capital contribution installment payments, the annual
capital contribution installment will be $233.33, exclusive of rounding; the
Company will provide the subscriber with an invoice for such amounts at least
30 days prior to the due date of each such capital contribution installment.
As security for payment of the remaining installments, the Company shall
retain a security interest in those shares of preferred stock for which
payment has not yet been made. Shares subject to a security interest may not
be transferred until the Company has received payment in full.
THIS SUBSCRIPTION AGREEMENT INCORPORATES THE PROVISIONS LOCATED ON THE
REVERSE SIDE.
INSTRUCTIONS: If the shareholders are co-owners or joint owners, each should
sign. If the shareholder is a corporation, an officer should sign and give
his or her title. If the shareholder is a general partnership, a limited
partnership, a partner, a general partner or an authorized member,
respectively, he or she should sign and give his or her title and by signing,
certifies that he or she is entitled to sign on behalf of the entity.
Dated:_________________________ ____________________________________________
(Signature) (title)
Dated:_________________________ ____________________________________________
(Signature) (title)
SUBSCRIPTION DOCUMENT A
The undersigned member hereby declares and represents that (i) the
undersigned continues to be eligible for membership in the Company as of the
date hereof, in accordance with the Company's Articles of Incorporation and
Bylaws, (ii) the undersigned member acknowledges and agrees that the purchase
of the shares of preferred stock will obligate such member to provide
sugarbeets to the Company in accordance with the terms and conditions of the
member's "grower's agreement(s)" with the Company and (iii) that such
grower's agreements shall be deemed amended to include the shares of
preferred stock purchased hereby.
THIS SUBSCRIPTION AGREEMENT MUST BE RECEIVED BY THE COMPANY AT ITS CORPORATE
OFFICE, 000 XXXXX XXXXX XXXXXX, XXXXXXXX, XXXXXXXXX 00000, NO LATER THAN
NOVEMBER 21, 1997 AT 5:00 P.M. YOUR CHECK MUST BE RETURNED WITH THIS
SUBSCRIPTION AGREEMENT.
