NOTICE OF SPECIAL MEETING
OF
C.A.P.-TRICO OIL & PROPANE COOPERATIVE
NOTICE IS HEREBY GIVEN, that there will be a special meeting of the voting members of C.A.P.-Trico Oil & Propane Cooperative at 7:00 p.m. on April 19, 2007 at the Cloquet Carlton County Chamber of Commerce building located at 225 Sunnyside Drive in Cloquet, Minnesota.
The purpose of the meeting will be as follows:
ADVERTISEMENT
1. To vote on a Plan of Merger to merge C.A.P.-Trico Oil & Propane Cooperative into Federated Co-ops, Inc. at 12:01 a.m. on May 1, 2007. (A copy of the Plan of Merger is included with this notice)
C.A.P. TRICO OIL & PROPANE COOPERATIVE
By order of the Board of Directors
Dated: March 31, 2007
By : Mark Carlson
Secretary
ABSENTEE BALLOT
The Board of Directors has approved the use of an absentee ballot. If you are unable to attend the meeting, please contact the Cooperative's office at 218-879-4626 and request that an absentee ballot be provided to you. After you will receive the ballot and two envelopes, please mark the ballot and insert it into the plain white envelope and seal it. Then please insert the white envelope into the RETURN envelope. The RETURN envelope must be identified either with the Member's name or signature. Unidentified RETURN envelopes are void and shall not be counted for any purpose. Then either return the RETURN envelope to the office staff or mail it to the Cooperative. All RETURN envelopes must be mailed to arrive with the regular mail delivery delivered to 1002 Ave. B., Cloquet, Minnesota, 55720, by 10:00 a.m. on April 18, 2007.
ADVERTISEMENT
NOTICE OF INFORMATIONAL MEETINGS
You are invited to attend on of the following information meetings:
Date; Place; Time
April 16, 2007; Coop Power & Light of Lake County; 6:30 p.m.
April 17, 2007; Meadowlands Community Center; 6:30 p.m.
April 18, 2007; McGregor Community Center; 6:30 p.m.
April 19, 2007; Cromwell Pavilion; 4:00 p.m.
PLAN OF MERGER
ADVERTISEMENT
OF
C.A.P. - TRICO OIL & PROPANE COOPERATIVE
AND
FEDERATED C.A.P.-TRICO CO-OP
I. GENERAL OBJECTIVES
This Merger Plan provides for merging C.A.P.-Trico Oil & Propane Cooperative, Cloquet, Minnesota (hereinafter called "C.A.P.-Trico") with Federated C.A.P.-Trico Co-op (hereinafter "Federated Trico"), Princeton, Minnesota, which is wholly owned by Federated Co-ops, Inc. (hereinafter called "Federated").
If this plan is approved, the assets of C.A.P.-Trico will be held by Federated Trico but the patron members of C.A.P.-Trico will receive (1) equity directly in the Federated Co-ops, Inc., (2) voting membership directly in the Federated Co-ops, Inc. and (3) representation directly on the Federated Co-ops, Inc.'s Board of Directors.
Today's competitive business environment demands that cooperatives find ways to eliminate duplication of expenses and to become more flexible and capable of responding to an ever-changing economy. This important proposal by your respective Board of Directors, if adopted, will help the cooperatives improve financial performance and more efficiently serve their members and patrons now and in the future.
ADVERTISEMENT
II. MEMBERSHIP AND EQUITIES INFORMATION
C.A.P.-Trico is organized with stock and its membership consists of patrons who own one share of common stock par value $1 and patronize the Cooperative annually. Patronage dividends issued to all patrons in the form of equity credits, and on March 31, 2006, C.A.P.-Trico's total patron equities, which included revolving funds and unallocated Capital reserve, totaled $7,005,931.
If this Merger is approved, Federated will continue to be controlled by patrons who do at least $500 per year in business with Federated annually or who own $500 of equity or stock in the cooperative. All patrons who were eligible to vote in the affairs of C.A.P.-Trico on April 30, 2007 will be permitted to vote as members at the first annual meeting of Federated after the merger. Thereafter, all patrons of Federated must attain the minimum membership requirements of Federated to vote in the Cooperative's affairs.
III. FINANCIAL STATEMENT FOR C.A.P.-TRICO
If the Plan of Merger is approved, C.A.P.-Trico shall prepare a twelve-month audit for the period ending April 30, 2007. It is anticipated that C.A.P.-Trico shall allocate and distribute its earnings or losses, according to its Articles of Incorporation and Bylaws, respectively.
If the Plan of Merger is approved, all voting stockholders of C.A.P.-Trico will be given notice of and encouraged to attend the Federated's next annual meeting. Copies of the last financial statement for C.A.P.-Trico will be available at that meeting as well.
IV. EXCHANGE OF EQUITIES
There shall be constructed a consolidated balance sheet of the assets and liabilities of these cooperatives which shall be the basis for exchange of stock and equities for stock and equities in the Federated.
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Each person who holds a property interest in the form of stock and equity credits in C.A.P.-Trico shall, without any action on the part of the holder of such credits, is given an interest in Federated's equity credits in a like amount.
For example, a C.A.P.-Trico member person holding one $1.00 share of common stock and $999 of equity credits shall receive on accounting entry showing one $1.00 share of common stock and $999 of equity credits.
V. PROCEDURE FOR EFFECTING MERGER
The C.A.P.-Trico Board shall call a Special Meeting and approve the form of notice for a Special Meeting. The notice of the Special Meeting shall include a copy of the full text of this Plan of Merger. An absentee ballot will be available upon request to the office at 1002 Avenue B, P.O. Box 320, Cloquet, Minnesota 55720; telephone 218-879-4626.
The notice shall be published or mailed to all the voting members of C.A.P.-Trico not less than fifteen (15) days prior to the meeting.
The adoption of the Plan of Merger will require the affirmative vote of a two-thirds majority of the votes cast by C.A.P.-Trico voting members, who shall include those in attendance at the special meeting plus those represented by absentee ballot.
If the C.A.P.-Trico members do not approve the plan, C.A.P.-Trico may call another special meeting for allowing the members to vote on the plan again. The meeting must be held within ninety (90) days of the initial meeting. The notice of meeting for any such meeting need not include the Plan of Merger.
If the merger is approved, Federated Co-ops, Inc. shall approve the merger and proceed to coordinate proper conclusion of merger process.
ADVERTISEMENT
If the merger is approved, C.A.P.-Trico, Inc. shall approve the merger and proceed to coordinate proper conclusion of merger process.
VI. EFFECTIVE DATE OF MERGER
The merger shall become effective at 12:01 a.m. May 1, 2007, provided the following actions shall have been completed:
A. A quorum of the members is registered as being present (either in person or by absentee ballot) at the special meeting of C.A.P.-Trico members.
B. The Merger Plan is approved by a two-thirds majority of the votes cast (either in person or by absentee ballot) by the voting members of C.A.P.-Trico, in which case Federated Co-ops, Inc. shall unanimously approve the merger for Federated Trico subsidiary.
C. After the Merger Plan has been adopted, the Articles of Merger stating the Merger Plan and that it was adopted according to MSA §308A.801 shall be signed by one of the following officers: President, Vice President, or Secretary of each of the cooperative associations.
D. All of the conditions set forth in Articles III and IV of the Transaction Agreement between C.A.P.-Trico and Federated Trico have been satisfied or waived by the respective parties.
E. The Articles of Merger are filed in the Minnesota Secretary of State's office. These articles will be conformed to the statute to show that C.A.P.-Trico has merged into Federated Trico.
VII. EFFECT OF MERGER
On the effective date of the merger, title to all property, real, personal and mixed of every nature, kind and description of C.A.P.-Trico shall automatically be vested in Federated Trico with no reversion or impairment caused by the merger. All claims, actions or proceedings pending by C.A.P.-Trico may be prosecuted to judgment as if the merger had not taken place or Federated Trico may be substituted in their place. All right of creditors and all liens on property of C.A.P.-Trico shall be preserved unimpaired, and all debts, liabilities, restrictions, disabilities and duties of C.A.P.-Trico shall attach to Federated Trico and may be enforced against it to the same extent as if they had been incurred or contracted by it.
By executing these Articles, C.A.P.-Trico hereby direct all cooperatives that have issued equities to C.A.P.-Trico, to transfer its equities to Federated Trico and to reflect this transfer on their books and records. Receipt of a photocopy of the file stamped Articles of Merger will be sufficient notice to those cooperatives to make such a transfer.
VIII. BOARD OF DIRECTORS
On May 1, 2007 Federated will initially be governed by a Board of Directors that is 17 directors in size consisting of the Boards of Directors of Federated and C.A.P.-Trico. The C.A.P.-Trico Board of Directors will appoint four directors from its board to serve on Federated's Board of Directors. The C.A.P.-Trico directors will be appointed to one (1) year term, one (2) year term, and two (3) year terms. The terms of the Federated directors who are in office on April 30, 2007 will continue to rotate according to the normal expiration of the terms of those directors. Federated Co-ops is committed to obtain continued representation from the C.A.P.-Trico trade territory and its members.
IX. EQUITY REDEMPTION AND REVOLVEMENT
It is the intent of Federated to redeem and revolve its equities on a fair and equitable basis, and in accordance with its Articles of Incorporation and Bylaws. The Boards of Directors are now free to retire the equities of patrons in any order or priority the board determines to be in the cooperative's best interest, and that will continue to be the case after the Merger. It is the board's intention to continue the policies of both cooperatives for the foreseeable future, and to equalize the programs as soon as it is financially feasible.
X. RESTRAINT ON CORPORATE ACTION PRIOR TO MERGER
Prior to the approval of the merger, neither C.A.P.-Trico nor Federated Trico shall, without the prior written consent of the other, engage in any activity or transaction except in the ordinary course of business.
XI. COSTS AND EXPENSES
Each cooperative shall share equally in the costs and expenses incurred in attempting to complete this proposed Merger, except that each cooperative shall pay its own meeting, mailing, publication and printing costs.
XII. TERMINATION
This Merger Plan may be terminated and abandoned by action of the Boards of Directors of either of the cooperatives and prior to its approval by the members or stockholders of either of these cooperatives.
This Merger Plan is dated: February 28, 2007.
C.A.P. - Trico Oil & Propane Cooperative
By /s/ David Gilberg
Its President
Federated C.A.P.-Trico Co-op
By /s/ James Bartz
Its President
Published in the Pine Journal on April 4, 2007
