SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13E-3
(Rule
13e-3)
RULE
13e-3 TRANSACTION STATEMENT UNDER
SECTION
13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Red
Trail Energy, LLC
(Name
of Issuer)
Red
Trail Energy, LLC
(Name
of Person(s) Filing Statement)
LLC
Membership Units
(Title
of Class of Securities)
Not
Applicable
(CUSIP
Number of Class of Securities)
Valerie
D. Bandstra
Brown,
Winick, Graves, Gross, Baskerville and Schoenebaum, PLC
666 Grand
Avenue, Suite 2000
Des
Moines, Iowa 50309
(515)
242-2400
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Persons Filing Statement)
This
statement is filed in connection with (check appropriate box):
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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¨
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The
filing of a registration statement under the Securities Act of
1933.
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Check the
following box if the solicitation materials or information statement referred to
in checking box (a) are preliminary copies.
x
Check the
following box if the filing is a final amendment reporting the results of the
transaction:
¨
CALCULATION
OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$10,283,645
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$733.22
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For
purposes of calculating the fee only, this amount is based on 11,177,875 units
(the number of common equity units of the Issuer to be converted into Class B or
Class C Units in the proposed Reclassification) multiplied by $0.92, the book
value per unit of common equity computed as of March 31, 2010.
**
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Determined
by multiplying $10,283,645 by
.0000713.
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¨
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Check
Box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its
filing.
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Amount
previously paid:
Filing
Party:
Form or
Registration No.:
Date
Filed:
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction, passed upon the merits or fairness
of this transaction or passed upon the adequacy or accuracy of the disclosure in
this document. Any representation to the contrary is a criminal
offense.
INTRODUCTION
This Rule
13E-3 Transaction Statement on Schedule 13E-3 is being filed by Red Trail
Energy, LLC, a North Dakota limited liability company, pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 13E-3 thereunder. We are proposing that our unit holders approve a
proposed Second Amended and Restated Operating Agreement and Second Amended and
Restated Member Control Agreement that will result in a reclassification of our
units into newly authorized Class A, Class B and Class C Units. If the
transaction is completed, the units of our unit holders of record who hold
50,000 or more of our common equity units will be renamed as Class A Units.
Our unit holders of record who hold at least 10,001 units but no more than
49,999 units will receive one Class B Unit for each common equity unit held by
such unit holders immediately prior to the effective time of the
reclassification. Our unit holders of record who hold 10,000 or fewer
units will receive one Class C Unit for each common equity unit held by such
unit holders immediately prior to the effective time of the reclassification.
The effect of the reclassification will be to reduce the record number of
unit holders of our common equity units to less than 300, which will allow us to
suspend our reporting obligations.
This
Schedule 13E-3 is being filed with the Securities and Exchange Commission
concurrently with a preliminary proxy statement filed by the Company pursuant to
Regulation 14A under the Exchange Act, pursuant to which the unit holders of our
common equity units will be given notice of the special meeting at which they
will be asked to approve the proposed Second Amended and Restated Operating
Agreement, and to transact any other business properly brought before the
special meeting.
The
information contained in the proxy statement is hereby expressly incorporated
herein by reference and the responses to each item are qualified in their
entirety by reference to the information contained in the proxy statement.
As of the date hereof, the proxy statement is in preliminary form and is
subject to completion or amendment. This Schedule 13E-3 will be amended to
reflect such completion or amendment of the proxy statement.
All
parenthetical references under the various Items contained in this Schedule
13E-3 are references to the corresponding Items contained in Regulation M-A
under the Exchange Act.
TRANSACTION
STATEMENT
ITEM
1.
Summary
Term Sheet.
(Reg. M-A
1001)
The
information set forth in the proxy statement under the captions "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION
TRANSACTION" and "SPECIAL FACTORS – Overview of the Reclassification
Transaction" is hereby incorporated herein by reference.
ITEM
2.
Subject
Company Information.
(Reg. M-A
1002)
(a)
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The
information set forth in the proxy statement under the caption "SUMMARY
TERM SHEET – Red Trail Energy, LLC" is hereby incorporated herein by
reference.
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(b)
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The
information set forth in the proxy statement under the caption "SPECIAL
FACTORS – Background of the Reclassification Transaction" is hereby
incorporated herein by reference.
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(c)
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The
information set forth in the proxy statement under the caption "MARKET
PRICE OF RED TRAIL ENERGY, LLC UNITS AND DISTRIBUTION INFORMATION –
Comparative Market Price Data" is hereby incorporated herein by reference.
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(d)
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The
information set forth in the proxy statement under the caption "MARKET
PRICE OF RED TRAIL ENERGY, LLC UNITS AND DISTRIBUTION INFORMATION –
Distributions" is hereby incorporated herein by reference.
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(f)
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The
information set forth in the proxy statement under the caption "UNIT
PURCHASE INFORMATION – Prior Purchases of Membership Units" is hereby
incorporated herein by reference.
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ITEM
3.
Identity
and Background of Filing Person.
(Reg. M-A
1003(a) through (c))
(a)
– (b)
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The
information set forth in the proxy statement under the caption "SUMMARY
TERM SHEET – Red Trail Energy, LLC" is hereby incorporated herein by
reference.
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(c)
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During
the last five years Red Trail Energy, LLC has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or a
finding of any violation of federal or state securities laws.
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Directors and Executive Officers of
Red Trail Energy, LLC
.
Set forth
in the table below are the (i) name, (ii) business address, (iii) current
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which the employment or occupation
is conducted, and (iv) material occupations, positions, offices or employment
during the past five years, and the name, principal business and address of any
corporation or other organization in which the occupation, position, office or
employment was carried on, of each of our directors and executive officers.
Each person identified below is a United States citizen.
Unless otherwise noted, (a) all directors have been employed in the principal
occupations noted below for the past five years or more, and (b) the principal
business address of each person identified below is 3682 Highway 8 South,
Richardton, ND 58652.
Name
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Current Principal Occupation or Employment and Material Positions Held During
the Past Five Years
.
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Mike
Appert
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Mr. Appert
currently serves as the Chairman of the Board of Governors. He
previously served as Secretary. He is a member of our
Acquisition, Governance, Nominating and Risk Management Committees and has
been a Governor since our inception.
Mr. Appert
has been the owner and president of Appert Acres, Inc., a corn, soybean,
sunflowers and small grains farming operation since 1991, as well as
operating a Mycogen Seeds Dealership.
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William
Price
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Mr. Price
has served as a Governor since our inception and is a member of our
Acquisition Committee. He served as Vice President from
inception of the Company until May 2007, and currently serves as Secretary
and is the chairman of the Nominating Committee.
Since
1980, Mr. Price has been the managing partner and is currently vice
president of Price Cattle Ranch LLP, a cattle operation. Since
1997, he has been the managing partner and is currently the president of
Missouri River Feeders LLP, a feedlot and diversified farm. He
also serves as a governor of Quality Dairy Growers, LLC, a dairy
operation, and is a governor of Sunnyside Feeds, LLC, a custom feed
plant. Mr. Price is also a governor of North Dakota Sow Center
LLLP, a 10,000 head ISO wean facility.
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Jody
Hoff
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Mr. Hoff
currently serves as Vice Chairman, has served as a Governor since our
inception and serves as the chairman of our Audit Committee and is a
member of our Acquisition, Compensation and Nominating
Committees.
Mr. Hoff
is a Mechanical Engineer, registered with the State of North
Dakota. Since 2002, he has been a partner, vice president,
chief engineer and head of operations of Amber Waves, Inc., a
manufacturing company. Prior to starting Amber Waves, Inc., Mr.
Hoff spent over five years working for Fagen Engineering where he led a
design team working on commercial and industrial projects including
ethanol plant design. Mr. Hoff holds a BS degree in mechanical
engineering from North Dakota State University.
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Frank
Kirschenheiter
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Mr.
Kirschenheiter currently serves as Treasurer of the Board of Governors and
is a member of our Audit Committee. He has been a Governor
since May 2007.
Mr.
Kirschenheiter has served as the chief executive officer of Charmark
International, LLC since 2005. Mr. Kirschenheiter has served as
the mayor of the City of Richardton for the past 14
years.
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Tim
Meuchel
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Mr.
Meuchel has been the president of Modern Grain, Inc., a grain elevator
located in Hebron, North Dakota, since 1986. Mr. Meuchel
currently serves as a member of the Governance, Acquisition and Risk
Management. He has been a Governor since May
2007.
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Ronald
Aberle
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Mr. Aberle
has served as a Governor since our inception and is the chairman of our
Nominating Committee and also serves as a member of our Audit,
Acquisition, Compensation, Nominating and Risk Management
Committees.
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Mr. Aberle
is an owner and managing partner of Aberle Farms, a diversified farm and
ranch, and most recently added an RV Campground to the
enterprise.
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Sid
Mauch
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Mr.
Mauch has served as a Governor since March 2009, replacing Roger Berglund,
who resigned as a Governor of the Company in December 2008. He
serves on our Risk Management committee.
Mr.
Mauch has been the manager and controller of Maple River Grain &
Agronomy, LLC, a grain elevator and agronomy supplier located in
Casselton, North Dakota, since 1976.
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Calvin
Diehl
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Mr.
Diehl was appointed Chief Executive Officer of the Company from January 1,
2010 to July 8, 2010 and previously served as the Company’s Grain
Merchandiser from December 2008 to December 2009. On July 8,
2010, as a part of the Company’s management re-organization plan, Mr.
Diehl was re-assigned to again serve as our Grain
Merchandiser. Prior to joining the Company, he was the General
Manager for James Valley Grain, a grain elevator with shuttle car loading
capabilities located in Oakes, North Dakota. Mr. Diehl was also
previously employed as a field representative with Cenex Harvest States
from June 1996 to June 2005. In his capacity as a field
representative, Mr. Diehl consulted with various elevators on their
financing, insurance and risk management needs.
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Mark
E. Klimpel
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Mr.
Klimpel was the Chief Financial Officer for the Company from October 2007
through May 14, 2010. Prior to joining the Company, he worked
for Knife River Corporation in Bismarck, North Dakota beginning in
1998. At Knife River he held various positions within the
corporate accounting department and, most recently, was ERP Implementation
Project Manager. Mr. Klimpel is a Certified Public Accountant
with a Bachelors of Accountancy degree from the University of North
Dakota, located in Grand Forks, North Dakota.
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Kent
Anderson
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Mr.
Anderson has over 13 years of experience in various corporate accounting
positions. Mr. Anderson has most recently served as the CFO and
Assistant Treasurer for the Theodore Roosevelt Medora Foundation from
August 2006 to April 2010. Prior to that, Mr. Anderson worked
as the Compliance and Control Manager for Dakota Growers Pasta Company,
Inc. from January 2005 to August 2006. Mr. Anderson is a Certified Public
Accountant with a Bachelors of Accountancy degree from the University of
North Dakota.
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Mick
Miller
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Mr. Miller
resigned his position as President and Chief Executive Officer of the
Company effective on June 15, 2009, a position to which he was appointed
in August 2006. From June 2005 to August 2006, he was the
General Manager for the Company. Prior to joining the Company,
he worked for Diversified Energy Company LLC (DENCO), an ethanol plant in
Morris, Minnesota beginning in September 1999. At DENCO,
Mr. Miller was Operations Supervisor from July 2000 through May 2002
and Plant Manager from May 2002 to June 2005. Mr. Miller
also served as the Vice President of Operations for
Greenway. Mr. Miller also represented the Company on the board
of directors of RPMG, Inc. He has served since May 2005 to the
present on the Advisory Board for the Process Plant Technology Program at
Bismarck State College in Bismarck, North Dakota and has served on the
board since October 2006 as the Vice President for the North Dakota
Ethanol Producers Association.
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Gerald
Bachmeier
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Mr.
Bachmeier was appointed Interim Chief Executive Officer effective on June
15, 2009. Mr. Bachmeier is also the Chief Manager of our
management consulting company, Greenway, and is also the Company’s largest
shareholder through his affiliation with RTSB, LLC. Under the
terms of the Management Agreement, Greenway was responsible to provide the
Company’s Chief Executive Officer and Plant Manager. Upon Mr.
Miller’s resignation, Mr. Bachmeier assumed the duties of Chief Executive
Officer pursuant to the terms of the Management Agreement until he was
replaced by Mr. Diehl on January 1, 2010. Mr. Bachmeier was
re-appointed as our Chief Executive Officer on July 8, 2010, pursuant to
our management re-organization
plan.
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Mr.
Bachmeier has been involved in the ethanol industry for the past eighteen
years. He has served as a Plant Manager of Morris Ag Energy and Chief
Marketing Manager of United Ethanol Sales. He was instrumental in the
formation of DENCO, LLC and was the major role player for the acquisition
of Morris Ag Energy. He was also instrumental in the design and
construction of DENCO, LLC as it stands today. He is currently the Chief
Manager of DENCO, LLC and Greenway and has held various board positions
with many industry trade
groups.
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To our
knowledge, none of our directors or executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
ITEM
4.
Terms
of the Transaction.
(Reg. M-A
1004(a) and (c) through (f))
(a)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Overview of the Reclassification Transaction," SPECIAL
FACTORS – Background of the Reclassification Transaction," "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation," "SPECIAL FACTORS –
Purpose and Structure of the Reclassification Transaction," "SPECIAL
FACTORS – Effects of the Reclassification Transaction on RTE; Plans or
Proposals after the Reclassification Transaction," "SPECIAL FACTORS –
Effects of the Reclassification Transaction on Unit Holders of RTE,"
"SPECIAL FACTORS – Material Federal Income Tax Consequences of the
Reclassification Transaction," "THE SECOND AMENDED AND RESTATED OPERATING
AGREEMENT – The Reclassification," "THE SECOND AMENDED AND RESTATED
OPERATING AGREEMENT – Description of Proposed Other Changes in the Second
Amended and Restated Operating Agreement," "THE SECOND AMENDED AND
RESTATED MEMBER CONTROL AGREEMENT," "DESCRIPTION OF UNITS –
Rights and Obligations of Class A Units Under the Second Amended and
Restated Operating Agreement," "DESCRIPTION OF UNITS – Rights and
Obligations of Class B Units Under the Second Amended and Restated
Operating Agreement," and "DESCRIPTION OF UNITS – Rights and Obligations
of Class C Units Under the Second Amended and Restated Operating
Agreement" is hereby incorporated herein by
reference.
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(c)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Overview of the Reclassification Transaction," "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation," "SPECIAL FACTORS –
Effects of the Reclassification Transaction on Unit Holders of RTE," and
"DESCRIPTION OF UNITS" is hereby incorporated herein by
reference.
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(d)
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The
information set forth in the proxy statement under the caption "SPECIAL
FACTORS – Appraisal and Dissenters' Rights" is hereby incorporated herein
by reference.
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(e)
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The
information set forth in the proxy statement under the caption "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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ITEM
5.
Past
Contacts, Transactions, Negotiations and Agreements.
(Reg. M-A
1005(a) through (c) and (e))
(a)
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The
information set forth in the proxy statement under the caption "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS – Certain Relationships and Related
Transactions," is hereby incorporated herein by reference.
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ITEM
6.
Purposes
of the Transaction and Plans or Proposals.
(Reg. M-A
1006(b) and (c)(1) through (8))
(b)
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The
information set forth in the proxy statement under the caption "SPECIAL
FACTORS – Effects of the Reclassification Transaction on RTE; Plans or
Proposals after the Reclassification Transaction" is hereby incorporated
herein by reference.
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(c)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction," "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation," "SPECIAL FACTORS –
Effects of the Reclassification Transaction on RTE; Plans or Proposals
after the Reclassification Transaction," and "SPECIAL FACTORS – Effects of
the Reclassification Transaction on Unit Holders of RTE" is hereby
incorporated herein by reference.
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ITEM
7.
Purposes,
Alternatives, Reasons and Effects.
(Reg. M-A
1013)
(a)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Background of the Reclassification Transaction,"
"SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness
of the Reclassification Transaction; Board Recommendation" and "SPECIAL
FACTORS – Purpose and Structure of the Reclassification Transaction" is
hereby incorporated herein by reference.
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(b)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction," "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" and "SPECIAL FACTORS –
Purpose and Structure of the Reclassification Transaction" is hereby
incorporated herein by reference.
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(c)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Background of the Reclassification Transaction,"
"SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness
of the Reclassification Transaction; Board Recommendation" and
"SPECIAL FACTORS – Purpose and Structure of the Reclassification
Transaction" is hereby incorporated herein by reference.
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(d)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Effects of the Reclassification Transaction on RTE;
Plans or Proposals after the Reclassification Transaction," "SPECIAL
FACTORS – Effects of the Reclassification Transaction on Unit Holders of
RTE" and "SPECIAL FACTORS – Material Federal Income Tax Consequences of
the Reclassification Transaction" is hereby incorporated herein by
reference.
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ITEM
8.
Fairness
of the Transaction.
(Reg. M-A
1014)
(a)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction" and "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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(b)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction" and "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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(c)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction" and "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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(d)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction" and "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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(e)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction," "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation," and "ABOUT THE
SPECIAL MEETING" is hereby incorporated herein by reference.
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(f)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification Transaction" and "SPECIAL
FACTORS – Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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ITEM
9.
Reports,
Opinions, Appraisals and Negotiations.
(Reg. M-A
1015)
(a)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Background of the Reclassification Transaction,"
"SPECIAL FACTORS – Reasons for the Reclassification Transaction; Fairness
of the Reclassification Transaction; Board Recommendation" "OTHER MATTERS
– Reports, Opinions, Appraisals and Negotiations" is hereby incorporated
herein by reference.
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ITEM
10.
Source
and Amounts of Funds or Other Consideration.
(Reg. M-A
1007)
(a)
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The
information set forth in the proxy statement under the captions "QUESTIONS
AND ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION
TRANSACTION,""SPECIAL FACTORS – Financing of the Reclassification
Transaction," "SPECIAL FACTORS – Fees and Expenses" is hereby incorporated
herein by reference.
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(c)
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The
information set forth in the proxy statement under the caption "SPECIAL
FACTORS – Fees and Expenses" is hereby incorporated herein by reference.
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ITEM
11.
Interest
in Securities of the Subject Company.
(Reg. M-A
1008)
(a)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Interests of Certain Persons in the Reclassification
Transaction" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is hereby incorporated herein by reference.
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(b)
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The
information set forth in the proxy statement under the caption "UNIT
PURCHASE INFORMATION – Recent Transactions" is hereby incorporated herein
by reference.
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ITEM
12.
The
Solicitation or Recommendation.
(Reg. M-A
1012(d) and (e))
(d)
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The
information set forth in the proxy statement under the captions "ABOUT THE
SPECIAL MEETING – Quorum; Vote Required for Approval," "QUESTIONS AND
ANSWERS ABOUT AND SUMMARY TERMS OF THE RECLASSIFICATION TRANSACTION,"
"SPECIAL FACTORS – Background of the Reclassification Transaction"
and "SPECIAL FACTORS – Reasons for the Reclassification Transaction;
Fairness of the Reclassification Transaction; Board Recommendation" and
"UNIT PURCHASE INFORMATION" is hereby incorporated herein by reference.
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(e)
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The
information set forth in the proxy statement under the captions "SPECIAL
FACTORS – Background of the Reclassification" and "SPECIAL FACTORS –
Reasons for the Reclassification Transaction; Fairness of the
Reclassification Transaction; Board Recommendation" is hereby incorporated
herein by reference.
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ITEM
13.
Financial
Statements.
(Reg. M-A
1010(a) and (b))
(a)
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The
information set forth in the proxy statement under the caption "FINANCIAL
INFORMATION – Selected Historical Financial Data" is hereby incorporated
herein by reference. In addition, the following documents are
incorporated by reference
herein:
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·
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Our
Annual Report on Form 10-K for fiscal years ended December 31, 2009 and
December 31, 2008, including audited financial
information;
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·
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Our
Quarterly Report on Form 10-Q for fiscal quarter ended March 31, 2010,
including unaudited financial
information.
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(b)
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The
information set forth in the proxy statement under the caption "FINANCIAL
INFORMATION – Selected Historical Financial Data" and "FINANCIAL
INFORMATION - Pro Forma Information" is hereby incorporated herein by
reference.
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ITEM
14.
Persons/Assets,
Retained, Employed, Compensated or Used.
(Reg. M-A
1009)
(a)
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The
information set forth in the proxy statement under the captions "ABOUT THE
SPECIAL MEETING – Proposals to be Considered at the Special Meeting,"
"ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Expenses of
Solicitation" and "OTHER MATTERS – Persons Making the Solicitation" is
hereby incorporated herein by reference.
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(b)
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The
information set forth in the proxy statement under the captions "ABOUT THE
SPECIAL MEETING – Proposals to be Considered at the Special Meeting,"
"ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Expenses of
Solicitation" and "OTHER MATTERS – Persons Making the Solicitation" is
hereby incorporated herein by
reference.
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ITEM
15.
Additional
Information.
(Reg. M-A
1011(b))
(b)
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The
information set forth in the proxy statement, including all appendices
attached thereto, is hereby incorporated herein by reference.
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ITEM
16.
Material
to be Filed as Exhibits.
(Reg. M-A
1016(a) through (d), (f) and (g))
(a)
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Preliminary
Proxy Statement, together with all appendices and proxy
card.*
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(d)
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Proposed
Second Amended and Restated Operating Agreement and Proposed Second
Amended and Restated Member Control Agreement.
**
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*Incorporated
by reference to the Company's Schedule 14A, filed with the SEC on July 16,
2010.
**Incorporated
by reference to Appendices B and C of Exhibit (a).
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
|
RED
TRAIL ENERGY, LLC
|
|
|
|
Date
July 16, 2010
|
|
/s/
Gerald Bachmeier
|
|
|
|
Gerald
Bachmeier
|
|
|
Chief
Executive
Officer
|
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