As Filed with the Securities and Exchange Commission on September 12, 1995 __________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 of the Securities Exchange Act of 1934 For the Fiscal Year Ended June 30, 1995 MIDWEST GRAIN PRODUCTS, INC. 1300 Main Street, Box 130 Atchison, Kansas 66002 Telephone: (913) 367-1480 Incorporated in the State of Kansas COMMISSION FILE NO. 0-17196 IRS No. 44-0531200 The Company has no securities registered pursuant to Section 12(b) of the Act. The only class of common stock outstanding consists of Common Stock having no par value, 9,765,172 shares of which were outstanding at June 30, 1995. The Common Stock is registered pursuant to Section 12(g) of the Act. The aggregate market value of the Common Stock of the Company held by non-affiliates, based upon the last sales price of such stock on August 23, 1995, was $147,475,165. The Company has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and has been subject to such filing requirements for the past 90 days. As indicated by the following check mark, disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K: [X]. The following documents are incorporated herein by reference: (1) Midwest Grain Products, Inc. 1995 Annual Report to Stockholders, pages 17 through 36 [incorporated into Part II and contained in Exhibit 10(c)]. (2) Midwest Grain Products, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on October 5, 1995, dated September 12, 1995 (incorporated into Part III). ___________________________________________________________________________ MIDWEST GRAIN PRODUCTS, INC. FORM 10-K For the Fiscal Year Ended June 30, 1995 CONTENTS PAGE ---- PART I Item 1. Business........................................ 4 General Information.................................. 4 Vital Wheat Gluten................................... 5 Premium Wheat Starch................................. 6 Alcohol Products..................................... 7 Flour and Other Mill Products........................ 9 Transportation....................................... 9 Raw Materials........................................ 10 Energy............................................... 10 Employees............................................ 10 Regulation........................................... 11 Item 2. Properties...................................... 11 Item 3. Legal Proceedings............................... 11 Item 4. Submission of Matters to a Vote of Security Holders......................................... 11 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters..................... 12 Item 6. Selected Financial Data......................... 12 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations... 12 Item 8. Financial Statements and Supplementary Data..... 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......... 12 PART III Item 10. Directors and Executive Officers of the Registrant.............................. 13 Item 11. Executive Compensation......................... 15 Item 12. Security Ownership of Certain Beneficial Owners and Management.......................... 15 Item 13. Certain Relationships and Related Transactions. 15 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................ 16 SIGNATURES.................................................. 18 FINANCIAL STATEMENT SCHEDULES............................... S-1 Report of Independent Public Accountants on Schedules.... S-2 Schedule VIII. Valuation and Qualifying Accounts........ S-3 ____________________________ The calculation of the aggregate market value of the Common Stock of the Company held by non-affiliates is based on the assumption that non- affiliates do not include directors. Such assumption does not constitute an admission by the Company or any director that any director is an affiliate of the Company. PART I Item 1. Business. General Information Midwest Grain Products, Inc. (the Company) is a Kansas corporation headquartered in Atchison, Kansas. It is the successor to a business founded in 1941 by Cloud L. Cray, Sr. The Company is a fully integrated producer of vital wheat gluten, premium wheat starch, and alcohol products. These grain products are processed at plants located in Atchison, Kansas, and Pekin, Illinois. Wheat is purchased directly from local and regional farms and grain elevators and milled into flour. The flour is processed with water to extract vital wheat gluten which is dried into a tan powder and sold in packaged or bulk form. The resulting starch slurry is further processed to extract premium wheat starch which is also dried into a powder and sold in packaged or bulk form. The remaining slurry is mixed with corn or milo and water and then cooked, fermented and distilled into alcohol. The residue of the distilling operations is dried and sold as a high protein additive for animal feed. Carbon dioxide which is produced during the fermentation process is trapped and sold. As a result of these processing operations, the Company sells approximately 95% (by weight) of grain processed. The table below shows the Company's sales from continuing operations by product group for each of the five years ended June 30, 1995, as well as such sales as a percent of total sales. The table does not reflect the sales of McCormick Distilling Company, a business that was sold as of December 31, 1992.
PRODUCT GROUP SALES Year Ended June 30, 1995 1994 1993 1992 1991 ------------ ------------ ------------- ------------- ----------- (thousands of dollars) Amount % Amount % Amount % Amount % Amount % ------- ---- -------- ---- ------- ---- -------- ---- ------- --- Vital Wheat Gluten ......... $49,957 27.7 $ 70,966 38.2 $54,156 33.1 $ 46,941 30.1 $27,833 0.9 Premium wheat starch ....... 23,403 13.0 21,110 11.3 18,423 11.3 17,578 11.3 16,068 12.1 Alcohol Products: Food Grade Alcohol Beverage Alcohol....... 32,573 18.1 29,536 15.9 27,142 16.6 26,437 17.0 25,994 19.5 Food Grade Industrial.. 23,379 13.0 22,585 12.1 17,123 10.5 17,974 11.5 19,391 14.5 Fuel Grade Alcohol ....... 28,120 15.6 19,273 10.4 24,468 15.0 21,069 13.6 15,697 11.8 Alcohol by-products....... 19,583 10.9 18,146 9.8 19,288 11.8 17,791 11.4 17,010 12.8 Total alcohol ------ ---- ------ ---- ------ ---- ------ ---- ------ ---- products.............. 103,655 57.5 89,540 48.2 88,021 53.9 83,271 53.5 78,092 58.6 ------- ---- ------ ---- ------ ---- ------ ---- ------ ---- Flour and other mill products ................. 3,237 1.8 4,352 2.3 2,826 1.7 8,004 5.1 11,127 8.4 ------- ---- ------ ---- ------ ---- ------ ---- ------ ---- Net sales.................$180,252 100.0 $185,968 100.0 $163,426 100.0 $155,794 100.0 $133,120 100.0 ======== ===== ======== ===== ======== ===== ======== ===== ======== =====
During fiscal 1995 the Company completed $96.8 million of expansion programs started in 1992 which have more than doubled the Company's 1991 capacity to produce all of its products. Although the Company expects that it will take a number of years to develop profitable markets for all of the new capacity, management believes that the expanded facilities have positioned the Company for profitable growth as conditions in the market place improve. The Company's fiscal 1995 sales declined from the high levels experienced during fiscal 1994 due primarily to lower sales of vital wheat gluten as the result of increased foreign competition and a reduction in market demand compared to the high demand for gluten in the latter half of fiscal 1994. Profitability declined due to the reduced sales of vital wheat gluten, significantly increased grain costs, less efficient distillery operations due primarily to mechanical problems with two new distillers feed dryers and a $5.0 million write off of an old coal fired boiler at the Pekin plant. The bulk of the Company's sales are made under informal arrangements direct to large institutional food and beverage processors or distributors with respect to which the Company has longstanding relationships. Under these arrangements products are usually ordered, produced, sold and shipped within 30 days. As a consequence, the Company's backlog of orders at any time is usually less than 10 percent of annual sales. Generally, the Company's sales are not seasonal except for minor variations affecting alcohol and gluten sales. Beverage alcohol sales tend to peak in the fall as distributors order stocks for the holiday season, while gluten sales tend to increase during the second half of the fiscal year as demand increases for hot dog buns, hamburger buns, and similar bakery products. Certain environmental regulations also favor greater use of ethanol during the winter months of the year. See "Alcohol Products- Fuel Grade Alcohol." For further information, see the Consolidated Financial Statements of the Company and Management's Discussion and Analysis of the Company's Financial Condition and Results of Operations which appear at pages 18 through 24 of the Annual Report. Vital Wheat Gluten Vital wheat gluten is a light tan powder which contains approximately 75% to 80% protein. It is the only commercially available high protein food additive which possesses vitality. The vitality of the Company's vital wheat gluten results from its elastic and cohesive characteristics when added to dough or otherwise reconstituted with water. Vital wheat gluten is added by bakeries and food processors to baked goods such as wheat breads, and to pet foods, cereals, processed meats, fish, and poultry to improve the nutritional content, texture, strength, shape, and volume of the product. The neutral flavor and color of wheat gluten also enhances, but does not change, the flavor and color of food. It has been increasingly used in breads and pet foods. The cohesiveness and elasticity of the gluten enables the dough in wheat and other high protein breads to rise and to support added ingredients such as whole cracked grains, raisins and fibers. This allows the baker to make an array of different breads by varying the gluten content of the dough. Vital wheat gluten is also added to white breads, and hot dog and hamburger buns to improve the hinge strength and cohesiveness of the product. The Company ships its vital wheat gluten throughout the continental United States in bulk and in 50 to 100 pound bags. Approximately 35% of fiscal 1995 gluten sales were made to a distributor for the bakery industry, the Ben C. Williams Bakery Services Company, which in turn distributes vital wheat gluten to independent bakeries. The remainder is sold directly to major food processors and bakeries such as Kellogg Co., Continental Baking Company, Inc. and H. J. Heinz Co. The Company's principal competitors in the U.S. vital wheat gluten market consist of two other domestic producers and a number of foreign importers. A fourth domestic producer is expected to enter the market in the fourth calendar quarter of 1995 through a new gluten and wheat starch production facility that is being constructed in western Kansas. Foreign exporters provide significant competition from time to time due to low U.S. tariffs and export incentives provided by foreign countries to their wheat starch producers. Based on industry data, the Company believes that in terms of fiscal 1995 sales it is the largest producer of vital wheat gluten in the United States. Competition in the vital wheat gluten industry is based primarily upon price, quality, and service. Historically, gluten prices have been affected by grain prices, grain quality, excess foreign capacity and by subsidies provided to certain European exporters by their host governments. The Company's vital wheat gluten processing operations are believed to produce a quality of vital wheat gluten that is equal to or better than that of any other wheat gluten on the market. The Company's location in the center of the United States grain belt, its production capacity and years of operating experience, enable it to provide a consistently high level of cost effective service to customers. The Company's sales of vital wheat gluten decreased by $21.0 million during fiscal 1995 from the high levels of fiscal 1994, due to reduced marketing opportunities resulting from significantly increased European gluten imports which began during the second half of calendar 1994. The high level of fiscal 1994 Gluten sales resulted from a worldwide shortage of gluten due to poor quality, low protein-yielding wheat following the extremely wet weather in the spring and summer of 1993. The substantial increase in European gluten imports that the Company experienced during the last half of fiscal 1995, and that are continuing into fiscal 1996, are due to sizable increases in European capacity to produce starch and gluten, high subsidies that enable the sale of excess European gluten in the U.S. at low prices and low U.S. tariffs on that gluten. The Company and the United States Wheat Gluten Council are engaged in a variety of legislative and other initiatives to create a more competitive environment in the United States for the European producers. However, no assurances can be given with respect to when or whether any of such initiatives will meet with success. During fiscal 1995 the Company substantially completed the construction of new wheat gluten production facilities at the Pekin Illinois plant. The expansion will increase the Company's total gluten capacity by approximately 40%. That project, together with other gluten expansion projects that were completed at the Atchison facilities during 1993 and 1994, have approximately doubled the gluten capacity that was available at June 30, 1991. However, due to the unusually high gluten imports from Europe that were continuing at the end of fiscal 1995, and unusually high grain costs, the Company does not expect to immediately use the increased capacity. Premium Wheat Starch Wheat starch constitutes the carbohydrate-bearing portion of wheat flour. The Company produces a pure white premium wheat starch powder by extracting the starch from the starch slurry substantially free of all impurities and fibers and then by spray, flash or drum drying the starch. Premium wheat starch differs from low grade or B wheat starches which are extracted along with impurities and fibers and are used primarily as a binding agent for industrial applications such as the manufacture of charcoal briquettes. The Company does not produce low grade or B starches since its integrated processing facilities are able to process the remaining slurry after the extraction of premium wheat starch into alcohol, animal feed and carbon dioxide. Premium wheat starch differs from corn starch in its granular structure, color, granular size and name identification. An increasing portion of the Company's premium wheat starch is also chemically altered during processing to produce certain unique modified wheat starches designed for special applications. The Company's premium wheat starches are used primarily as an additive in a variety of food products to affect their appearance, texture, tenderness, taste, palatability, cooking temperature, stability, viscosity, binding and freeze-thaw characteristics. For example, the Company's starches are used to improve the taste and mouth feel of cream puffs, eclairs, puddings, pie fillings, breadings and batters; to improve the size, symmetry and taste of angel food cakes; to alter the viscosity of soups, sauces and gravies; to improve the freeze-thaw stability and shelf life of fruit pies and other frozen foods; to improve moisture retention in microwavable foods; and to add stability and to improve spreadability in frostings, mixes, glazes and sugar coatings. The Company's specialty starches are also sold for a number of industrial and non-food uses, such as an ink bearing coating in carbonless paper. The Company's premium wheat starch is sold nationwide to food processors, such as International Multi-Foods Corp., Pillsbury Company and Keebler Company, to distributors, and for export to countries such as Japan, Mexico and Malaysia which do not have wheat-based economies. The Company believes that it is the largest producer of premium wheat starch in the United States. Although wheat starch enjoys a relatively small portion of the total United States starch market, the market is one which is continuing to grow. Growth in the wheat starch market reflects a growing appreciation for the unique characteristics of wheat starch which provide it with a number of advantages over corn and other starches for certain baking and other end uses. The Company has developed a number of different modified wheat starches and continues to explore the development of additional starch products with the view to increasing sales of higher margin modified starches. Premium wheat starch competes primarily with corn starch, which dominates the United States market. Competition is based upon price, name, color and differing granular and chemical characteristics which affect the food product in which it is used. Premium wheat starch prices usually enjoy a price premium over corn starches and low grade wheat starches. Wheat starch price fluctuations generally track the fluctuations in the corn starch market, except in the case of modified wheat starches. The wheat starch market also usually permits pricing consistent with costs which affect the industry in general, including increased grain costs. The Company's strategy is to market its premium wheat starches in special market niches where the unique characteristics of premium wheat starch or one of the Company's modified wheat starches are better suited to a customers requirements for a specific use. Starch sales increased during fiscal 1995 by approximately $2.3 million, due primarily to higher volumes and increased sales of modified wheat starches. The volume increases reflect a nearly full utilization of increased starch production capacity installed at the Atchison facility in fiscal 1992 and 1993. During June, 1995, the Company completed the construction of a new starch production facility at the Pekin plant. Previously that Plant was equipped only to produce gluten, alcohol and alcohol byproducts. The expansion is expected to increase total starch production capacity by 70%, enable the Company to satisfy customers' wheat starch needs from two locations and permit the Pekin plant to capitalize on the concurrent expansion of its gluten and alcohol production facilities. Alcohol Products The Company's Atchison and Pekin plants process corn and milo, mixed with the starch slurry from gluten and starch processing operations, into food grade alcohol, fuel grade alcohol, animal feed and carbon dioxide. Food grade alcohol, or grain neutral spirits, consists of beverage alcohol and industrial food grade alcohol that are distilled to remove all impurities and all but approximately 5% of the water content to yield high quality 190 proof alcohol. Fuel grade alcohol, or "ethanol," is a lower grade of grain alcohol that is distilled to remove all water to yield 200 proof alcohol suitable for blending with gasoline. Food Grade Alcohol Beverage Alcohol. Food grade beverage alcohol consists primarily of grain neutral spirits and gin. Grain neutral spirits is sold in bulk or processed into vodka and gin and sold in bulk quantities at various proof concentrations to bottlers and rectifiers, such as Heublein, Inc. and James B. Beam Distilling Co., which further process the alcohol for sale to consumers under numerous labels. The Company believes that in terms of fiscal 1995 net sales, it is one of the two largest bulk sellers of grain neutral spirits, vodka and gin in the United States. The Company's principal competitors in the beverage alcohol market are Grain Processing Company of Muscatine, Iowa and Archer Daniels Midland of Decatur, Illinois. Competition is based primarily upon price and service, and in the case of gin, formulation. The Company believes that the centralized location of its Illinois and Kansas distilleries and the capacity of its dual production facilities combine to provide the Company with a customer service advantage that is unique within the industry. Food Grade Industrial Alcohol. Food grade alcohol which is not sold as beverage alcohol is marketed as food grade industrial alcohol. Food grade industrial alcohol is sold as an ingredient in foods (e.g., vinegar and food flavorings), personal care products (e.g., hair sprays and deodorants), cleaning solutions, biocides, insecticides, fungicides, pharmaceuticals, and a variety of other products. Although grain alcohol is chemically the same as petroleum-based or synthetic alcohol, certain customers prefer a natural grain-based alcohol. Food grade industrial alcohol is sold in tank truck or rail car quantities direct to a number of industrial processors, such as Integrated Ingredients, a division of Burns Philip Foods, Inc., 7-Up Company, and Lehn & Fink, a producer of Lysol based household cleaners, from both the Atchison and Pekin plants. The Company is a minor competitor in the total United States market for food grade industrial alcohol, which is dominated by petroleum-based or synthetic alcohol. Food grade industrial alcohol prices are normally consistent with prices for synthetic industrial alcohol. Food grade alcohol sales increased by approximately $3.8 million during fiscal 1995 due primarily to volume increases in the sale of beverage alcohol. Those increases were primarily due to increased demand and the availability of increased capacity derived from the distillery expansion at the Pekin plant. Fuel Grade Alcohol Fuel grade alcohol, which is commonly referred to as ethanol, is sold primarily for blending with gasoline to increase the oxygen and octane levels of the gasoline. As an octane enhancer, ethanol can serve as a substitute for lead and petroleum based octane enhancers. As an oxygenate, ethanol permits gasoline to meet certain environmental regulations and laws that regulate air quality by reducing carbon monoxide, hydrocarbon particulate and other toxic emissions generated from the burning of gasoline ("toxics"). Because ethanol is produced from grain, a renewable resource, it also provides a fuel alternative that tends to reduce the country's dependence on foreign oil. Although ethanol can be blended directly with gasoline as an oxygenate to enable it to reduce toxic air emissions, it also increases the volatility of gasoline or its tendency to evaporate and release volatile organic compounds ("VOC's"). This latter characteristic has precluded it from meeting certain clean air act requirements for gasoline that pertain to nine of the smoggiest US metropolitan areas during the summer months (May 1 through September 15). Although in certain circumstances this makes it difficult for ethanol to compete with the two other principal oxygenates, methyl tertiary butyl ether ("MTBE") and ethyl tertiary butyl ether ("ETBE"), ethanol is a principal ingredient of ETBE, and therefore it is expected to be increasingly used in the production of ETBE to meet clean air regulations and laws. The cost of producing ethanol has historically exceeded the cost of producing gasoline and gasoline additives, such as MTBE, all of which are derived from fossil non-renewable fuels such as petroleum. Accordingly, to encourage the production of ethanol for use in gasoline, the Federal government and various states have enacted tax and other incentives designed to make ethanol competitive with gasoline and gasoline additives. Under the internal revenue code, and until October 1, 1999, gasoline that has been blended in qualifying proportions with ethanol provide sellers of the blend with certain income tax credits and excise tax reductions that amount to up to $0.54 per gallon of ethanol that is mixed with the gasoline. A mix of at least 10% ethanol by volume is required to receive the maximum credit. In August the department of Treasury issued a ruling which extends these tax benefits to producers of ETBE. Although the Federal tax benefits are not directly available to the Company, they allow it to sell its ethanol at prices competitive with less expensive additives and gasoline. From time to time legislation is proposed to eliminate or reduce the tax benefits enjoyed by the ethanol industry, and indirectly by producers of the grain that is converted into ethanol. Producers of MTBE are also contesting the recent DOT ruling that subsidizes ethanol used in ETBE. No assurance can be given that such proposals and complaints will not be successful or that Congress will continue the current subsidies beyond September 30, 1999. The Kansas Qualified Agricultural Ethyl Alcohol Producer Incentive Fund, which expires in 1999, provides incentives for sales of ethanol produced in Kansas to gasoline blenders. Fiscal 1995 payments to the Company out of the fund totaled $355,000 for the ethanol produced by the Company at the Atchison plant during that year. A few other states offer ethanol blending incentives, which, in the aggregate, did not materially add to the Company's ethanol revenues during fiscal 1995. The Fuel grade alcohol market is dominated by Archer Daniels Midland. In recent years other competitors have significantly increased domestic fuel grade alcohol distillation capacity with even more capacity expected during 1996. During fiscal 1995 the Company more than tripled its fuel grade alcohol production capacity through the expansion of its distillery operations at the Pekin plant. As a consequence, it moved from a very small competitor in the fuel grade market to the smaller of a few other larger second tier ethanol producers. The Company competes with other producers of fuel grade alcohol on the basis of price and delivery service. Fuel alcohol prices traditionally follow the movement of gasoline prices. During fiscal 1995 sales of Fuel Grade Alcohol increased by 46% or approximately $8.8 million. The increase was due primarily to the additional capacity that was made available at the Pekin plant. However, the extent of the increase was negatively impacted by mechanical problems with the new distillers feed drying equipment, which is expected to be resolved during the second quarter of fiscal 1996. Fuel grade alcohol operations for fiscal 1995 were also adversely affected by unusually high grain costs and the reversal of an EPA ruling that had mandated the use of ethanol in the new reformulated gasoline program mandated by the Clean Air Act amendments of 1990. Alcohol By-Products The bulk of fiscal 1995 sales of alcohol by-products consist of distillers feeds. Distillers feeds are the residue of corn, milo and wheat from alcohol processing operations. The residue is dried and sold primarily to processors of animal feeds as a high protein additive. The Company competes with other distillers of alcohol as well as a number of other producers of animal food additives in the sale of distillers feeds and mill feeds. The 1995 expansion of the distillery at the Pekin plant approximately doubled the capacity of the Company to produce distillers feeds. Although unit production of distillers feeds increased during 1995, the extent of the increase was negatively impacted by mechanical problems with the new feed dryers that have been installed at the Pekin plant. As indicated above, the repairs on those dryer are expected to be completed during the second quarter of fiscal 1996. The balance of alcohol by-products consists primarily of carbon dioxide. During the production of alcohol, the Company traps carbon dioxide gas that is emitted in the fermentation process. The gas is purchased and liquefied on site by two principal customers, one at the Atchison Plant and one at the Pekin Plant, who own and operate the carbon dioxide processing and storage equipment under long term contracts with the Company. The liquefied gas is resold by these processors to a variety of industrial customers and producers of carbonated beverages. Flour and Other Mill Products The Company owns and operates a flour mill at the Atchison plant. All of the mill's output of flour is used internally for the production of vital wheat gluten and premium wheat starch. In 1993 the Company completed the first of a two-phase expansion of the mill. The second phase of the expansion was completed during the first quarter of fiscal 1995. The entire project has increased the mill's total production by approximately 80%. All of the additional output of the mill is expected to be used internally to satisfy existing requirements for the production of gluten and starch and the additional requirements of the gluten and starch facilities that have been added to the Pekin plant. In addition to flour, the wheat milling process generates mill feeds or midds and a small quantity of wheat germ. Midds are sold to processors of animal feeds as a feed additive. Wheat germ is sold primarily for use in vitamin E production. Sales of flour and other mill products declined since 1991 due to the increased usage of the flour mill's output for the production of other grain products. Transportation The Company's output is transported to customers by truck, rail and barge transportation equipment, most of which is provided by common carriers through arrangements made by the Company. The Company leases 241 rail cars which may be dispatched on short notice. Shipment by barge is offered to customers through barge loading facilities on the Missouri and Illinois Rivers. The barge facility on the Illinois River is adjacent to the Pekin plant and owned by the Company. The facility on the Missouri River, which is not company-owned, is approximately one mile from the Atchison plant. Previously the Company owned and operated a fleet of 32 tank and van trailers and 12 truck-tractors. The bulk of that equipment was sold and all of the related trucking operations were dissolved during fiscal 1995. Income from discontinued trucking operations is included in Other Operating Income shown in the Statements of Income. See in particular Note 8 in the Notes to Consolidated Financial Statements in the Annual Report. Raw Materials The Company's principal raw material is grain, consisting of wheat which is processed into all of the Company's products and corn and milo which are processed into alcohol, animal feed and carbon dioxide. Grain is purchased directly from surrounding farms, primarily at harvest time, and throughout the year from grain elevators. Historically, the cost of grain is subject to substantial fluctuations depending upon a number of factors which affect commodity prices in general, including crop conditions, weather, government programs, and purchases by foreign governments. Although significant variations in grain prices may temporarily affect positively or negatively the results of the Company's operations, the Company has usually, but not always, been able to compensate for such variations through adjustments in prices charged for the Company's grain products. During fiscal 1995 and continuing into fiscal 1996 wheat, corn and milo prices increased to unusually high levels in the face of intense competition from foreign exporters of vital wheat gluten and relatively flat markets for fuel grade ethanol and poor markets for distillers feeds. The combination of these factors have significantly restricted the ability of the company to adjust the price of its gluten, fuel grade alcohol and distillers feeds to compensate for the high grain costs. The Company is responding to these circumstances by shifting as much of its production as is possible to starch and food grade alcohol production, by restricting the production of gluten and fuel grade alcohol and through the implementation of other cost-cutting measures. Historically the Company has not engaged in the purchase of commodity futures to hedge economic risks associated with fluctuating grain and grain products prices. However, due to the significantly increased volumes of grain and grain products that are expected as a result of the expansion of the Company's production facilities, the Company began during 1995 to make limited investments in commodity futures, including wheat, corn and gasoline futures. Energy Because energy comprises a major cost of operations, the Company seeks to assure the availability of fuels for the Pekin and Atchison plants at competitive prices. All of the natural gas demand for the Atchison plant is transported by a wholly-owned subsidiary which owns a gas pipeline. The subsidiary procures the gas in the open market from various suppliers. The Atchison boilers may also be oil fired. In the past, the Company's Pekin plant generated the bulk of its energy needs from coal and gas fired boilers. However, due to the expansion of the Pekin plant, the Company entered into a long-term arrangement in 1995 with an Illinois utility to satisfy the energy needs of the entire plant with a new gas fired plant. Under the arrangement, the utility constructed at the Pekin plant on ground leased from the Company a gas powered electric and steam generating facility. The utility sells to the Company steam and electricity, generally at fixed rates, using gas procured by the Company. The old steam and electrical generating equipment is being kept as an emergency standby, most of which was written off at the end of fiscal 1995 through charges of approximately 5.0 million. Employees As of June 30, 1995, the Company had 429 employees, 290 of whom are covered by three collective bargaining agreements with two labor unions. The collective bargaining agreements expire on various dates from October 31. 1995, through August 30, 1996. As of June 30, 1994, the Company had 460 employees. The 6.5% decline in employees resulted primarily from the dissolution of the Company's trucking operations in fiscal 1995. Although the Company has expanded significantly the capacities of its plants, it does not expect operations of the expanded facilities to necessitate significant expansions in its work force. During fiscal 1995, the Company reduced compensation expense for non- union personnel, including managers and executives by over $2.0 million through major reductions in its annual cash bonus program, a decision to not implement the executive stock bonus program and through reduced contributions to the Company's non-union Employee Stock Ownership Plans. These reductions were primarily attributable to the decline in the Company's operating results for the year. The Company considers its relations with its personnel to be good and has not experienced a work stoppage since 1978. Regulation The Company's beverage and industrial alcohol business is subject to regulation by the Bureau of Alcohol, Tobacco and Firearms ("BATF") and the alcoholic beverage agencies in the States of Kansas and Illinois. Such regulation covers virtually every aspect of the Company's alcohol operations, including production facilities, marketing, pricing, labeling, packaging, and advertising. Food products are also subject to regulation by the Food and Drug Administration. BATF regulation includes periodic BATF audits of all production reports, shipping documents, and licenses to assure that proper records are maintained. The Company is also required to file and maintain monthly reports with the BATF of alcohol inventories and shipments. Item 2. Properties. The Company maintains the following principal plants, warehouses and office facilities: Plant Area Tract Area Location Purpose (in sq. ft.) (in acres) -------- ------- ------------ ---------- - Atchison, Kansas Principal executive offices, grain processing, warehousing, and research and quality control laboratories. 494,640 25 Pekin, Illinois Grain processing, warehousing, and quality control laboratories. 462,926 49 Except as otherwise reflected under Item 1, the facilities mentioned above are generally in good operating condition, are currently in normal operation, are generally suitable and adequate for the business activity conducted therein, and have productive capacities sufficient to maintain prior levels of production. Except as otherwise reflected under Item 1, all of the plants, warehouses and office facilities are owned. Although none are subject to any major encumbrance, the Company has entered into loan agreements which contain covenants against the pledging of such facilities to others. The Company also owns transportation equipment and a gas pipeline described under Transportation and Energy. Item 3. Legal Proceedings. There are no material legal proceedings pending as of June 30, 1995. Legal proceedings which are pending consist of matters normally incident to the business conducted by the Company and taken together do not appear material. Item 4. Submissions of Matters to a Vote of Security Holders. No matters have been submitted to a vote of stockholders since the last annual meeting of stockholders on October 6, 1994. PART II Item 5. Market for Registrants Common Equity and Related Stockholders Matters. The Common Stock of the Company has been traded on the NASDAQ National Market System under the symbol MWGP since November 1988. The Company has paid regular cash dividends on its Common Stock in each year since its inception in 1957. The following table reflects the cash dividends paid and the high and low closing prices of the Common Stock for each quarter of fiscal 1995 and 1994: Quarterly Cash Sales Price Dividends High Low --------------- --------------- 1994: First Quarter ................. $ .125 $27.00 $22.25 Second Quarter ................ .125 29.75 22.75 Third Quarter ................. .125 32.75 26.25 Fourth Quarter ................ .125 36.00 29.25 ---- $ .50 ======= 1995: First Quarter ................. $ .125 $36.25 $27.25 Second Quarter ................ .125 28.50 22.50 Third Quarter ................. .125 24.00 17.00 Fourth Quarter ................ .125 18.75 17.00 ====== $ .50 At June 30, 1995, there were approximately 1,000 holders of record of the Company's Common Stock. It is believed that the Common Stock is held by more than 2,000 beneficial owners. Item 6. Selected Financial Data. Incorporated by reference to the information under Selected Financial Information on page 17 of the Annual Report, a copy of which page is included in Exhibit 10(c) to this Report. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Incorporated by reference to the information under Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 24 of the Annual Report, copies of which pages are included in Exhibit 10(c) to this Report. Item 8. Financial Statements and Supplementary Data. Incorporated by reference to the consolidated financial statements and related notes on pages 25 through 36 of the Annual Report, copies of which pages are included in Exhibit 10(c) to this Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant. The directors and executive officers of the Company are as follows: Name Age Position ---- --- -------- Cloud L. Cray, Jr. 72 Chairman of the Board and Director Laidacker M. Seaberg 49 President, Chief Executive Officer and Director Sukh Bassi, Ph.D. 54 Vice President - Vital Wheat Gluten Marketing, Research and Development and Corporate Technical Director Robert G. Booe 58 Vice President - Administration, Controller, Treasurer and Chief Financial Officer Norma C. Ewbank 61 Secretary Gerald Lasater 57 Vice President - Wheat Starch Marketing Raymond Miller 61 Vice President - Purchasing and Energy and President of Midwest Grain Pipeline, Inc. Anthony J. Petricola 59 Vice President - Engineering Randy M. Schrick 45 Vice President - Operations and Director Robert L. Swaw 65 Vice President - Alcohol Marketing Michael Braude 59 Director Richard J. Bruggen 69 Director F.D. "Fran" Jabara 70 Director Tom MacLeod, Jr. 47 Director Robert J. Reintjes 63 Director Eleanor B. Schwartz, D.B.A. 58 Director Mr. Cray, Jr. has been a Director since 1957, and has served as Chairman of the Board since 1980. He served as Chief Executive Officer from 1980 to September, 1988, and has been an officer of the Company and its affiliates for more than thirty years. Mr. Seaberg, a Director since 1979, joined the Company in 1969 and has served as the President of the Company since 1980 and as Chief Executive Officer since September, 1988. He is the son-in-law of Mr. Cray, Jr. Dr. Bassi has served as Vice President of Research and Development since 1985, Technical Director since 1989 and Vice President - Vital Wheat Gluten Marketing since 1992. From 1981 to 1992 he was Manager of the Vital Wheat Gluten Strategic Business Unit. He was previously a professor of biology at Benedictine College for ten years. Mr. Booe has served as Vice President, Treasurer and Chief Financial Officer of the Company since 1988. He joined the Company in 1966 as its Treasurer and became the Controller and Treasurer in 1980. In 1992 he was assigned the additional task of Vice President - Administration. Mrs. Ewbank has served as corporate secretary since 1987. She joined the Company in 1981. Mr. Lasater joined the Company in 1962. He has served as Vice President - Starch Marketing since 1992. Previously he served as Vice President in charge of the Wheat Starch Strategic Business Unit. Mr. Miller joined the Company in 1956. He has served as Vice President - Purchasing and Energy since 1992, President of Midwest Grain Pipeline, Inc. since 1987, and as Vice President of the Company since 1967. Mr. Petricola joined the Company in 1985. He has served as Vice President - Engineering since 1992. Previously he served as Corporate Director of Engineering. Mr. Schrick, a Director since 1987, joined the Company in 1973. He has served as Vice President - Operations since 1992. From 1984 to 1992 he served as Vice President and General Manager of the Pekin plant. From 1982 to 1984 he was the Plant Manager of the Pekin Plant. Prior to 1982, he was Production Manager at the Atchison plant. Mr. Swaw joined the Company in 1989. He has served as Vice President- Alcohol Marketing since September 1, 1995. Previously he was sales manager of the Company's industrial alcohol division. Before joining the Company, Mr. Swaw was general manager for the bulk alcohol division of Sofecia, S.A. and general sales manager with Publicker Industries in Philadelphia. Mr. Bruggen has been a Director since 1976 and is a member of the Audit and Nominating Committees. He was Senior Vice President of Atchison Casting Corporation from 1991 until his retirement in 1992. Previously he was the General Manager of Rockwell International Plants at Atchison, Kansas and St. Joseph, Missouri. Mr. Braude has been a Director since 1991 and is a member of the Audit and Human Resources Committees. He has been the President and Chief Executive Officer of the Kansas City Board of Trade, a commodity futures exchange , since 1984. Previously he was Executive Vice President of American Bank & Trust Company of Kansas City. Mr. Braude is a director of Country Club Bank, Kansas City, Missouri and National Futures Association, a member and immediate Past Chairman of the National Grain Trade Council and a trustee of the University of Missouri-Kansas City and of Midwest Research Institute Mr. Jabara has been a director since October 6, 1995, and is a member of the Audit and Nominating Committees. He is President of Jabara Ventures Group, a venture capital firm. From September 1949 to August 1989 he was a distinguished professor of business at Wichita State University, Wichita, Kansas. He is also a director of Commerce Bank, Wichita, Kansas and NPC International, Inc., an operator of numerous Pizza Hut and other quick service restaurants throughout the United States. Mr. MacLeod, Jr. has been a Director since 1986 and is a member of the Audit and Human Resources Committees. He has been the President and Chief Operating Officer of Iams Company, a manufacturer of premium pet foods, since 1989. Previously, he was President and Chief Executive Officer of Kitchens of Sara Lee, a division of Sara Lee Corporation, a food products company. Mr. Reintjes has been a Director since 1986, and is a member of the Audit and Nominating Resources Committees. He has served as President of Geo. P. Reintjes Co., Inc., of Kansas City, Missouri, for the past 23 years. The Geo. P. Reintjes Co., Inc. is engaged in the business of refractory construction. He is a director of Butler Manufacturing Company, a manufacturer of pre-engineered buildings, and Commerce Bank of Kansas City. Dr. Schwartz has been a director since June 3, 1993. She is also a member of the Audit and Human Resources Committees. She has been the Chancellor of the University of Missouri-Kansas City since May 1992, and was previously the Vice Chancellor for Academic Affairs. She is a Trustee of Midwest Research Institute and a director of Country Club Bank and ANUHCO, Inc. The Board of Directors is divided into two groups (Groups A and B) and three classes. Group A directors are elected by the holders of Common Stock and Group B directors are elected by the holders of Preferred Stock. One class of directors is elected at each annual meeting of stockholders for three-year terms. The present directors' terms of office expire as follows: Group A Directors Term ExpiresGroup B Directors Term Expires Mr. Bruggen 1997 Mr. Cray, Jr. 1995 Mr. MacLeod 1995 Mr. Reintjes 1995 Dr. Schwartz 1996 Mr. Braude 1997 Mr. Jabara 1997 Mr. Schrick 1996 Mr. Seaberg 1996 Item 11. Executive Compensation. Incorporated by reference to the information under "Executive Compensation" on pages 6 through 10 of the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management. Incorporated by reference to the information under "Principal Stockholders" beginning on page 10 of the Proxy Statement. Item 13. Certain Relationships and Related Transactions. None. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. The following documents are filed as part of this report: (a) Financial Statements: Auditors Report on Financial Statements. Consolidated Balance Sheets at June 30, 1995 and 1994. Consolidated Statements of Income - for the Three Years Ended June 30, 1995, 1994 and 1993. Consolidated Statements of Stockholders Equity for the Three Years Ended June 30, 1995, 1994 and 1993. Consolidated Statements of Cash Flow - for the Three Years Ended June 30, 1995, 1994 and 1993. Notes to Consolidated Financial Statements. The foregoing have been incorporated by reference to the Annual Report as indicated under Item 8. (b) Financial Statement Schedules: Auditors Report on Financial Statement Schedules: VIII - Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable or the information is contained in the Consolidated Financial Statements or notes thereto. (c) Exhibits: Exhibit No. Description ----------- ----------- 3(a) Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3(a) of the Company's Registration Statement No. 33-24398 on Form S-1). 3(b) Bylaws of the Company (Incorporated by reference to Exhibit 3(b) of the Company's Registration Statement No. 33-24398 on Form S-1). 4(a) Copy of Note Agreement dated as of August 1, 1993, providing for the issuance and sale of $25 million of 6.68% term notes ("Term Notes", incorporated by reference to Exhibit 4.1 to the Company's Report on Form 10-Q for the quarter ended September 30, 1993). 4(b) Copy of Term Notes dated August 27, 1993 (incorporated by reference to Exhibit 4.2 to the Company's Report on Form 10-Q for the quarter ended September 30, 1993). 4(c) Copy of First Amended Line of Credit Loan Agreement providing for the Issuance of a Line of Credit Note in the amount of $20,000,000 (incorporated by reference to Exhibit 4.(a) to the Company's Report on Form 10-Q for the quarter ended March 31, 1995. 4(d) Copy of Line of Credit Note Under First Amended Line of Credit Loan Agreement (incorporated by reference to Exhibit 4.(a) to the Company's Report on Form 10-Q for the quarter ended March 31, 1995). 9(a) Copy of Cray Family Trust (Incorporated by reference to Exhibit 1 of Amendment No. 1 to Schedule 13D of Cloud L. Cray, Jr. dated November 17, 1995). 10(a) Summary of informal cash bonus plan (incorporated by reference to the summary contained in the Company's Proxy Statement dated September 12, 1995, which is incorporated by reference into Part III of this Form 10-K). 10(b) Executive Stock Bonus Plan as amended June 15, 1992 (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K for the year ended June 30, 1992). 10(c) Information contained in the Midwest Grain Products, Inc.1995 Annual Report to Stockholders that is incorporated herein by reference. 22 Subsidiaries of the Company other than insignificant subsidiaries: State of Incorporation Subsidiary or Organization ---------- ----------------------- Midwest Solvents Company of Illinois, Inc. Illinois Midwest Grain Pipeline, Inc. Kansas Midwest Grain Products of Illinois, Inc. Illinois Midwest Purchasing Company, Inc. Illinois 25 Powers of Attorney executed by all officers and directors of the Company who have signed this report on Form 10-K (incorporated by reference to the signature pages of this report). 27 Midwest Grain Products Financial Data Schedule as at June 30, 1995 and for the year then ended. No reports on Form 8-K have been filed during the quarter ended June 30, 1995. SIGNATURES Pursuant to requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atchison, State of Kansas, on this 11th day of September, 1995. MIDWEST GRAIN PRODUCTS, INC. By s/Laidacker M. Seaberg ------------------------ Laidacker M. Seaberg, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cloud L. Cray, Jr., Laidacker M. Seaberg and Robert G. Booe and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all reports of the Registrant on Form 10-K and to sign any and all amendments to such reports and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities & Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on the dates indicated. Name Title Date ---- ----- ---- s/ Laidacker M. Seaberg President (Principal -------------------- Executive Officer) Laidacker M. Seaberg and Director September 11, 1995 s/ Robert G. Booe Vice President, Treasurer --------------------- and Controller (Principal Robert G. Booe Financial and Accounting Officer) September 11, 1995 s/ Michael Braude --------------------- Michael Braude Director September 11, 1995 s/ Richard J. Bruggen --------------------- Director Richard J. Bruggen September 11, 1995 s/ Cloud L. Cray, Jr. --------------------- Director Cloud L. Cray, Jr. September 11, 1995 s/ F D Jabara --------------------- Director F. D. "Fran" Jabara September 11, 1995 s/ Tom MacLeod --------------------- Director Tom MacLeod, Jr. September 11, 1995 s/ Robert J. Reintjes --------------------- Director Robert J. Reintjes September 11, 1995 s/ Randy M. Schrick --------------------- Director September 11, 1995 Randy M. Schrick s/ Eleanor B. Schwartz --------------------- Director September 11, 1995 Eleanor B. Schwartz MIDWEST GRAIN PRODUCTS, INC. Consolidated Financial Statement Schedules (Form 10-K) June 30, 1995, 1994 and 1993 (With Auditors' Report Thereon) [LOGO] Baird, Kurtz & Dobson Certified Public Accountants Report of Independent Accountants on Financial Statement Schedule Board of Directors and Stockholders Midwest Grain Products, Inc. Atchison, Kansas In connection with our audit of the financial statements of MIDWEST GRAIN PRODUCTS, INC. for each of the three years in the period ended June 30, 1995, we have also audited the following financial statement schedule. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits of the basic financial statements. The schedule is presented for purposes of complying with the Securities and Exchange Commission's rules and regulations and is not a required part of the consolidated financial statements. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. S/BAIRD, KURTZ & DOBSON Kansas City, Missouri August 4, 1995 City Center Square, Suite 2700, 1100 Main, 816 221-6300 Kansas City, Missouri 64105 FAX 816 221-6380 With Offices in: Arkansas, Colorado, Kansas, Kentucky, Missouri, Nebraska, Oklahoma Member of Moores Rowland International VIII. VALUATION AND QUALIFYING ACCOUNTS Additions ___________________ Balance, Charged to Charged Balance, Beginning Costs and to Other Deductions End of of Period Expenses Accounts Write-Offs Period _________ __________ _________ __________ ________ (In Thousands) Year Ended June 30, 1995 Allowance for doubtful accounts $25 $101 $41 $85 === ==== === === Year Ended June 30, 1994 Allowance for doubtful accounts $25 $59 $59 $25 === === === === Year Ended June 30, 1993 Allowance for doubtful accounts $200 $375 $550 $25 ==== ==== ==== ===