UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
July 18, 2013

CHS Inc.

__________________________________________

(Exact name of registrant as specified in its charter)
 
 
 
Minnesota
0-50150
41-0251095
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
5500 Cenex Drive, Inver Grove Heights, Minnesota
 
55077
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
651-355-6000
Not Applicable

______________________________________________

Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.
The Board of Directors of CHS Inc. (the “Company”) adopted a resolution (the “Resolution”), which became effective on July 18, 2013, amending the terms of the Company's existing 8% Cumulative Redeemable Preferred Stock (the “8% Preferred Stock”) to provide that the 8% Preferred Stock may not be redeemed at the option of the Company until July 18, 2023. Prior to the effectiveness of the Resolution, the 8% Preferred Stock had been subject to redemption at the option of the Company from and after February 1, 2008.

The foregoing description of the Resolution is a summary only and is qualified in its entirety by reference to the full text of the Resolution, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

A copy of the press release issued by the Company on July 18, 2013 announcing the adoption of the Resolution is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

4.1    Resolution Amending the Terms of the 8% Cumulative Redeemable Preferred Stock to Provide             
for Call Protection
    
99.1    CHS Inc. Press Release dated July 18, 2013


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
CHS Inc.
  
 
 
 
 
July 18, 2013
 
By:
 
/s/ David A. Kastelic
 
 
 
 
 
 
 
 
 
Name: David A. Kastelic
 
 
 
 
Title: Executive Vice President and Chief Financial Officer




Exhibit 4.1

CHS INC.
RESOLUTION AMENDING THE TERMS OF THE 8% CUMULATIVE REDEEMABLE PREFERRED STOCK TO PROVIDE FOR CALL PROTECTION

WHEREAS , on January 7, 2003, the Board of Directors of CHS Inc. (the “Company”) adopted an Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock (the “2003 Resolution”), and the Company has issued shares of its 8% Cumulative Redeemable Preferred Stock in several issuances pursuant to the 2003 Resolution (the “Preferred Shares”); and
WHEREAS , Section 5(a) of the 2003 Resolution provides that all shares of Preferred Stock are subject to redemption at the option of the Company at any time after February 1, 2008; and
WHEREAS, the Company has created and intends to issue a new series of preferred equity designated as Class B Preferred Stock (the “Class B Preferred Stock”), which is expected to include a 10-year no-call period, and management and the Board of Directors have determined it is in the best interests of the Company to amend the 2003 Resolution to provide that the outstanding shares of Preferred Stock may not be redeemed at the option of the Company until July 18, 2023; and         
WHEREAS , the Board of Directors finds and determines that the establishment of a no-call period for the Preferred Shares does not adversely affect the rights or preferences of the Preferred Shares and, accordingly, Section 6(b) of the 2003 Resolution permits the amendment of the 2003 Resolution and the establishment of a no-call period for the Preferred Shares without a vote of the holders of the Preferred Shares.
RESOLVED , that, effective on the date the Company files an S-1 Registration Statement with respect to the Class B Preferred Shares, Section 5(a) of the 2003 Resolution is hereby amended by deleting the phrase “From and after February 1, 2008” therein and substituting in place of that phrase the phrase “From and after July 18, 2023”, effective immediately on adoption of this Resolution.
FURTHER RESOLVED , that each of the President and CEO, the Executive Vice President and Chief Financial Officer, the Executive Vice President and General Counsel, and the Vice President of Accounting and Corporate Controller (the “Authorized Officers”) is authorized and directed to take all actions necessary or appropriate to give effect to the foregoing resolution, including to cause to be prepared, with the advice of counsel for the Company, and


filed with the Securities and Exchange Commission such documents announcing this Resolution as any of the Authorized Officers deems necessary or advisable.



Exhibit 99.1




FOR IMMEDIATE RELEASE            For further information,
Contact:    Lani Jordan
(651) 355-4946
lani.jordan@chsinc.com

CHS Announces Amendment of
8% Cumulative Redeemable Preferred Stock

ST. PAUL, MINN. (July 18, 2013) – CHS Inc. (the “Company” or “CHS”), one of the nation’s leading farmer-owned cooperatives and a global energy, grains and food company, announced today that its Board of Directors has adopted a resolution amending the terms of the Company’s existing 8% Cumulative Redeemable Preferred Stock (the “CHSCP Preferred Stock”) to provide that the CHSCP Preferred Stock may not be redeemed by the Company at its option until July 18, 2023. The CHSCP Preferred Stock is listed on the NASDAQ Global Select Market under the symbol “CHSCP.”
CHS (www.chsinc.com) is a leading global agribusiness owned by farmers, ranchers and cooperatives across the United States. Diversified in energy, grains and foods, CHS is committed to helping its customers, farmer-owners and other stakeholders grow their businesses through its domestic and global operations. CHS, a Fortune 100 company, supplies energy, crop nutrients, grain marketing services, animal feed, food and food ingredients, along with business solutions including insurance, financial and risk management services. The Company operates petroleum refineries/pipelines and manufactures, markets and distributes Cenex ® brand refined fuels, lubricants, propane and renewable energy products.
This document contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 that are based on management's current expectations and assumptions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. The company undertakes no obligations to publicly revise any forward-looking statements to reflect future events or circumstances. For a discussion of additional factors that may materially affect management's estimates and predictions, please view the CHS Inc. annual report filed on Form 10-K for the year ended Aug. 31, 2012, which can be found on the Securities and Exchange Commission web site (www.sec..gov) or on the CHS web site www.chsinc.com.