CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This proxy statement-prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this proxy statement-prospectus are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “potential,” “continue” or the negative of these terms and similar expressions, as they relate to us, are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking statements in this proxy statement-prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this proxy statement-prospectus.

Our forward-looking statements speak only as of the date of this proxy statement-prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE RESTRUCTURING

General

The restructuring will be effected by amending our articles of incorporation to eliminate provisions requiring the company to operate on a cooperative basis, effecting other modifications considered appropriate by the board of directors for a regular business corporation and approving the plan of conversion. After the restructuring, we will cease operating as a cooperative and will function as a general business corporation under the Iowa Business Corporation Act. All membership and stock interests, as evidenced by Class A common stock and subscriptions, Class B common stock and preferred stock in the company will be cancelled and replaced with one class of common stock (“new common stock”) of the company. Patronage-based rights will also be exchanged for new common stock and nontransferable subscription rights to purchase additional shares of new common stock. Upon completion of the restructuring, the directors and senior management of the company will not change.

Termination of Cooperative Status

Under the cooperative structure, each of our stockholders or stock subscribers was a member of the company, holding, or subscribing for, one share of Class A or Class B common stock each, and shares of preferred stock and was entitled to receive patronage-based distributions. Upon consummation of the restructuring, we will cease operating as a cooperative and our stockholders will no longer be entitled to patronage dividends with respect to periods after August 31, 2004. Future distributions, if any, will be made in the form of dividends or other distributions with respect to share ownership in accordance with our articles of incorporation, bylaws and applicable law.

Conversion of Common and Preferred Stock and Post-Restructuring Status of Patronage-Based Rights

Generally, each stockholder will receive one share of new common stock for each $10.00 in par value of current stock held. Specifically, in the restructuring, each issued and outstanding share of existing Class A common stock, $5,000 par value, will be converted into 500 shares of new common stock. Each issued and outstanding share of existing Class B common stock, $100,000 par value, will be converted into 10,000 shares of new common stock. All issued and outstanding shares of preferred stock, including all fractional preferred shares, will be converted into shares of new common stock at the rate of one share of new common stock for each $10.00 in par value of each preferred share. The par value of fractional preferred shares will be proportional to the par value of a whole share. Each subscriber for existing Class A common stock will receive shares of new common stock on the basis of one share of new common stock for each $10.00 credited to the account of each subscriber.

The preferred stock of the company has been issued in two series designated as Series I Preferred and Series II Preferred. Series I Preferred and Series II Preferred stock have identical rights and privileges and are treated identically in the restructuring. The only difference between the two series is that Series II Preferred was previously issued to reflect separate FGDI patronage, and to satisfy minimum preferred stock requirements relating to FGDI patronage, for the period of time that FGDI operated on a cooperative basis with a separate patronage pool. Series I Preferred was issued for all other patronage and minimum preferred stock requirements. If the restructuring is approved, no preferred stock will be issued with respect to patronage-based rights for periods after August 31, 2004.

In converting shares, no fractional shares will be issued. Each fractional share of new common stock resulting from the conversion calculation will be rounded up to the next whole share of new common stock.

Through the restructuring, the patronage-based rights of the members of the company will be converted into new common stock and nontransferable subscription rights to purchase additional shares of new common stock (“subscription rights”) in the following manner. Our appraiser, RSM McGladrey, Inc., has conducted an appraisal of the company and determined that the fair market value of the equity of the company as of August 31, 2004,

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was $43.1 million. This value is divided by $10.00 to establish the total number of shares of new common stock, 4.31 million shares, to be issued in the restructuring. This number of shares of new common stock issued in exchange for the existing shares of Class A common stock, shares of Class B common stock, subscribed shares of Class A common stock and preferred stock, totaling approximately 1.7 million shares, is subtracted from the total number of new common stock to be issued in the restructuring, and the remaining 2.6 million shares of new common stock will be distributed in exchange for patronage-based rights.

The patronage-based new common stock will be distributed to members owning stock or subscriptions as of August 31, 2004, in proportion to the defined patronage of the company during the fiscal years ended August 31, 2004, August 31, 2003, and August 31, 2002 (“computation period”). The three-year computation period is considered fairly representative of the relative existing rights of members who currently patronize the company. The patronage of a holder or subscriber of Class A common stock will be based on the total patronage received in cash and stock by the Class A member, including both commission and interest pool amounts. The patronage of a Class B member will be based on a total of $1.35 per round turn trade, which is less than the actual patronage paid. Historically, the commissions paid by Class A and Class B members have not been comparable. Unlike our Class A members, Class B members to do not use the company’s brokers to assist in hedging and other services. Instead, Class B members call directly to the trading floor to make their trades. The Class B members have historically paid rates for these services that are substantially above the prevailing market rates for such services and have recouped these amounts with higher per-trade patronage dividends than those paid to Class A members for their trades. As a result, the patronage amounts paid are not comparable on a dollar for dollar basis between the two classes. The patronage amount for Class B members was adjusted downward to arrive at a more accurate reflection of the relative amount of business done by each class with the company. The $1.35 per round turn trade was selected as an amount which would, in the judgment of the board of directors and management, fairly allocate patronage-based rights between the Class A and Class B members by adjusting for the effect of above-market rates initially paid by Class B members. The $1.35 per round turn reflects an approximate 83% reduction of the dollar patronage on the Class B commission pool. The patronage credited to a member will include the patronage of any entity to which the member is a successor by merger or acquisition. Each Class A member and Class B member will then receive its pro rata share of the number of shares of new common stock available for exchange for patronage-based rights. No patronage-based shares of new common stock will be distributed to any member that did not receive patronage dividends from the company with respect to business conducted during the period from September 1, 2001 to August 31, 2004. Each member’s patronage-based new common stock value will equal approximately 5.4 times their three year patronage total, as defined above.

In addition to receiving shares of new common stock, each member receiving patronage-based new common stock will receive a nontransferable subscription right which gives the member the right to purchase additional shares of new common stock of the company. Each subscription right will give the holder the right to purchase 100 shares of new common stock for each 200 shares of new common stock received in exchange for patronage-based rights. Subscription rights will be issued in multiples of 100 shares, rounded up to the next highest multiple of 100 shares. Partial exercises are permitted so long as the total subscription by that member is for not less than 1,000 shares of new common stock. Full exercises will not be subject to this minimum requirement. The subscription rights will be exercisable at $10.00 per share, will be subject to terms and conditions established by the board of directors, and will expire 60 days after the distribution date. After the completion of the appraisal, the company will distribute to each holder of a subscription right notice of the number of shares such holder is entitled to purchase. Subscription rights for approximately 1.3 million shares of new common stock will be distributed.

Accounting Treatment of the Restructuring

The restructuring does not change the accounting for assets, liabilities and equity. The only impact is to exchange a new issue of common stock for the existing membership Class A common, Class B common and preferred stock owned by the stockholders. The amount assigned to the new common stock will be equal to the August 31, 2004 combined amounts of the Class A common, the Class B common and total preferred stock.

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Reasons for the Restructuring

Our board of directors and senior management determined the structure and terms of the restructuring of the company into a general business corporation under Iowa law after extensive investigation of the anticipated business, tax and other effects on the company and its stockholders of converting to another form of entity or continuing to operate on a cooperative basis. As discussed below, the decision to effect the restructuring is a result of extensive internal discussion and research among the members of the board of directors and senior management of the company taking into account the advice of outside consultants and private discussions of management with certain members and groups of members.

Over the past several years, and particularly in recent months, our board of directors and senior management have carefully analyzed the company’s business and structure. As a result of that analysis, it has become apparent that significant structural changes are necessary in order to continue to operate and expand our business in an appropriate manner. After carefully exploring alternatives, the board of directors and senior management have determined that it is in the best interests of the company and its stockholders to cease operating on a cooperative basis. Given the competitive nature of the commodities/futures business, the board of directors and senior management believe that the business will require significant capital resources to fund on-going activities. We expect that restructuring to discontinue operating as a cooperative will afford the business greater access to capital, which we believe is necessary to allow the business to keep pace with the growth, consolidation and cost structure within the industry.

Ultimately, the company’s board of directors and senior management based its final decision to convert from a cooperative on a number of factors, including those summarized below.

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This discussion of factors considered by our board of directors and senior management is not intended to be exhaustive, but is believed to include the material factors they considered. In reaching its determination to approve and recommend the restructuring, the board of directors considered the above issues and factors collectively without quantifying or assigning a greater weight to any one factor.

Recommendation of the Company’s Board of Directors

The board of directors and senior management believe that it is in the best interests of the company and our stockholders to restructure the company to cease operating on a cooperative basis and to adopt certain provisions in our articles of incorporation considered beneficial to the operation of a regular business corporation. Accordingly, the board of directors has approved the restructuring. The board of directors recommends that stockholders of the company vote “FOR” adoption of the proposal to restructure the company as described herein. If the restructuring is not consummated for any reason, we intend to continue to operate our business in a cooperative form.

Regulatory Approval

Other than as necessary to comply with federal, state and provincial securities laws, no regulatory approvals must be obtained in connection with the proposed restructuring.

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Statutory Appraisal Rights

Under Iowa corporate law, stockholders of the company who oppose the restructuring and the conversion of existing Class A and Class B common stock, preferred stock and patronage-based rights for shares of new common stock will not have the statutory right to dissent from the transaction and demand the cash payment of the fair value of their shares in the transaction. Therefore, if the restructuring is approved and completed, you will have no statutory right to seek a separate appraisal of your existing shares of Class A and Class B common stock, preferred stock and patronage-based rights in the company.

Employee Benefit Plans

Under the restructuring, we will continue to honor all benefits accrued by the company under any employee benefit plan, policy or arrangement in accordance with the respective terms of those benefit plans and to the extent required by law. We will maintain the effectiveness of, and continue to administer all such benefit plans, policies or arrangements. However, if the restructuring is approved, and the ESOP is established, we intend to replace for all eligible employees the company’s existing matching contributions to the company’s 401(k) plan with a company contribution to the ESOP.

Redemption of Certain Inactive Members’ Equity

Under the existing articles of incorporation, membership rights and common stock of members may be canceled and redeemed in the event that the member has not patronized the company for a period of two years. Preferred stock is callable on thirty days’ notice. At its meeting of June 30, 2004, prior to adoption of the proposed restructuring, the board of directors considered the status of members that had not patronized the company for more than two years and determined that it should exercise the rights to redeem inactive members, excluding those in bankruptcy and those which had merged with or been acquired by active members. As a result, the common and preferred stock rights of 152 members were canceled and will be redeemed. This cancellation and redemption is not contingent upon approval of the restructuring. None of the inactive members so redeemed would have been eligible for a distribution of new common stock in exchange for patronage-based rights under the terms of the restructuring. The primary effects of this action on the restructuring will be to reduce the number of shares outstanding, to reduce the number of stockholders, to reduce the capital of the company by the amount of the redemption and to slightly increase the proportionate shares of the remaining members in the company after the restructuring.

Federal Securities Law Consequences

Subject to the restrictions on transfer set forth in the bylaws, under the federal securities laws (specifically Rule 145), new common stock in the company received in the restructuring by persons who are not affiliates of the company, as defined by the Securities Act of 1933 may be resold immediately in transactions not involving an issuer, underwriter or dealer. Common stock received in the restructuring by “affiliates” of the company may be resold only in compliance with Rule 145(d) of the Securities Act (which incorporates specific provisions of Rule 144 of the Securities Act), in transactions that are exempt from registration under the Securities Act, or pursuant to further registration under the Securities Act. The restrictions under Rule 145 are generally expected to apply to the directors and senior management of the company. Affiliates of the company may be required to execute agreements to comply with Rule 145(d).

This document cannot be used in connection with subsequent sales of new common stock of the company received in the restructuring by a stockholder who may be deemed to be an affiliate of the company under the Securities Act.

Immediately prior to the consummation of the restructuring, we will register the shares of new common stock under the Securities Exchange Act of 1934. Upon that registration, we will be subject to the requirements

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of the 1934 Act, will file annual, quarterly and current reports with the Securities and Exchange Commission, and will also become subject to the proxy rules, management reporting of insider ownership and other requirements of a company registered pursuant to Section 12(g) of the 1934 Act.

Amendments to the Company’s Articles of Incorporation

If the proposed amendments of the articles of incorporation and the plan of conversion are approved, existing provisions which require us to operate on a cooperative basis and which allow us to be taxed as a cooperative under Subchapter T of the Internal Revenue Code of 1986, as amended will be removed. The amended articles of incorporation will permit us to engage in all lawful business for which corporations may be organized under the Iowa Business Corporation Act. The amended articles of incorporation will replace the existing outstanding shares of, and subscriptions for, Class A and Class B common stock and outstanding preferred stock with a single class of common stock. Subject to provisions applicable to holders of more than 5% of our common stock, each share of new common stock will have the same dividend and voting rights, with each share of common stock entitled to one vote. Twenty-five percent of the shares of common stock entitled to vote will constitute a quorum at meetings of common stockholders.

The amended articles of incorporation will preserve the right of the company, at its option, to redeem at book value, any common stock issued in the restructuring if the board of directors determines that the holder of such shares has not done business with the company for a period of two years. This right will not apply to any shares of new common stock purchased pursuant to a subscription right or to any other shares of stock except those received in the conversion effected by the restructuring. Shares issued to the ESOP would not be subject to this right of redemption. This redemption right will expire on August 31, 2009.

The amended articles of incorporation will continue to provide that the company will have a lien on the issued common stock of each holder for indebtedness of that holder owed to the company or any of its subsidiaries or affiliates.

The amended articles of incorporation will eliminate the existing qualifications to membership which limit the ownership of the company’s equity interests to agricultural cooperatives, federated cooperative associations of agricultural cooperatives and other cooperative entities. The amended articles of incorporation will continue to allow restrictions on ownership of the new common stock to be provided in the bylaws of the company. The amended bylaws of the company do not have any restrictions on ownership of the new common stock, however, the board of directors currently intends to limit the issuance and transfer of shares to cooperatives and the ESOP.

The amended articles of incorporation authorize the company’s board of directors to issue one or more series of preferred stock with rights, privileges, qualifications, limitations or restrictions as established by the board of directors, including voting rights. The board has no current plans to issue preferred stock.

The amended articles contain provisions placing limitations on the amount of common stock that may be beneficially owned by a single person, other than the company or any compensation plan maintained by the company. In the event that any person, or group of persons acting in concert, becomes the beneficial owner of more than 5% of our common stock, the shares in excess of 5% will be entitled to one hundredth (  ¹ / 100 ) of one vote per share. In addition, the amended articles authorize us to refuse to recognize any transfer or attempted transfer of common stock to any person who beneficially owns, or who we believe would, by virtue of the transfer or attempted transfer would become the beneficial owner of, more than 5% of our common stock. The board of directors will be authorized to adopt regulations and procedures not inconsistent with these provisions for the administration of these provisions. The board of directors will also have the right to demand that the beneficial owner of more than 5% of the common stock supply factual information that would allow the board to determine the applicability of these provisions. The amended articles provide that any applications, interpretations, constructions or other determinations made by the board of directors in good faith and on the basis of information reasonably available will be conclusive and binding on the company and its stockholders.

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These provisions will not apply to any offer or sale of common stock by the company to an underwriter in connection with the public offering of the common stock or to certain transactions undertaken by the company which do not have the effect of changing the beneficial ownership interests of the stockholders.

The amended articles provide for a maximum of 15 members of the company’s board of directors. The current board consists of ten members. The board of directors has no current plans to increase the size of the board of directors under this provision.

The amended articles of incorporation require the affirmative vote of at least 80% of all the outstanding shares of common stock and at least 50% of the common stock not held by the beneficial owner (and any associate or affiliate of such a beneficial owner) of 5% or more of the common stock to approve any business combination with the beneficial owner of 5% or more of the company’s common stock. If the business combination has been approved by a majority of the disinterested directors then in office, these provisions will not apply.

The amended articles do not provide for any preemptive rights to acquire any unissued or treasury shares of the company.

The amended articles provide for the limitation or elimination of the personal liability of directors of the company to the fullest extent permitted by the Iowa Business Corporation Act, except for financial benefits received by a director to which the director is not entitled, any intentional infliction of harm on the company or its stockholders, any violation of Section 833 of the Iowa Business Corporation Act, or any intentional violation of law.

The amended articles retain an existing provision requiring three-fourths of the outstanding shares of common stock to vote for dissolution of the company or to amend such voting requirement.

Amendments to the Company’s Bylaws

If the restructuring is approved, the board of directors will amend our bylaws to eliminate the rights and requirements relating to patronage and to alter the restrictions on ownership of our equity interests. Specifically, the company’s bylaws will be amended to eliminate the right to patronage dividends. The amended bylaws will provide for dividends to be paid on shares of common and preferred stock at the discretion of the board of directors. The amended bylaws will not contain any requirements that any stockholder maintain any level of equity investment based on the volume and kind of business done with the company. However, as discussed above, the amended articles of incorporation grant the company the right to redeem shares issued in the restructuring if the board determines that a holder of shares has not done business with the company for a period of two years.

The amended bylaws of the company will not require that any person meet membership or patronage requirements in order to own the common stock of the company. The amended bylaws will provide that shares of common stock will not be transferable, except to (a) any other holder of common shares (unless the transferee holds more than 5% of issued and outstanding shares of common stock after the transfer) or (b) any person approved in advance by the board of directors. Shares in any employee stock ownership plan will be transferable as permitted in such plan.

The amended bylaws will also contain advance notice provisions relating to business to be brought before an annual meeting of stockholders. In order to give timely notice, a stockholder must deliver or mail a written notice to the principal offices of the company not less than 120 days prior to the date of the annual meeting. If no annual meeting was held the previous year, or the date of the annual meeting has changed more than 30 days from the date contemplated by the previous year’s proxy statement, the notice must be received no later than 10 calendar days following the date on which the public announcement of the date of the meeting is first made. The

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notice must set forth (a) a brief description of the business desired to be brought before the annual meeting, (b) the reasons for conducting such business at the annual meeting, and any material interest in such business of such stockholder and the beneficial owner if any, on whose behalf the proposal is made, (c) the name and address of the stockholder giving the notice and of the beneficial owner, if any, on whose behalf the proposal is made, (d) the class and number of shares of the company that are beneficially owned and of record by such stockholder and such beneficial owner, and (e) all other information with respect to each such matter as would have been required to be included in a proxy statement filed pursuant to Regulation 14A, as then in effect under the Securities Exchange Act of 1934, had proxies been solicited by the board of directors with respect thereto. No business may be conducted at the annual meeting except in accordance with these procedures and Rule 14a-8, as then in effect under the Exchange Act. The amended articles provide that meetings of the stockholders will be presided over by the chairman of the board, and authorize the board of directors to adopt rules and regulations for the conduct of the stockholders’ meetings.

The amended bylaws restate the procedures and processes for the qualification and selection of nominees to the board of directors to conform to the changes made by the restructuring, but generally preserve the existing procedures and processes. In particular, the system of regional qualification, regional nominating committees, and candidate preference ballots for eight Class I directors is preserved. However, the results of the nominating ballot procedure will only indicate the preferred candidate of the stockholders. The board of directors, upon consideration of the results of the preference ballot will determine the Class I nominee(s) put to a vote of stockholders at the annual meeting. Similarly, the twelve largest stockholders and the ESOP will continue to be involved in the selection of the one Class II director with the company. The results of the nominating ballot procedure will only indicate the preferred nominees of the stockholders. The board of directors will make the final nomination after considering the preferences of these large stockholders. The amended bylaws provide that individual stockholders may submit nominations of directors for consideration by the board of directors or a nominating committee.

Finally, the amended bylaws provide that the ESOP, if adopted, will be limited to owning 20% of the common shares of the company.

The Proposed ESOP

We presently contemplate the establishment of an “employee stock ownership plan”, or ESOP, following the consummation of the restructuring. An ESOP is a special type of qualified retirement plan described in and subject to certain requirements contained in the Internal Revenue Code of 1986, as amended (the “Code”), and the Employee Retirement Income Security Act of 1974 (“ERISA”). By definition, an ESOP must be designed to invest primarily in stock of the sponsoring employer.

Generally, an employer maintaining an ESOP will make contributions to the plan in the form of cash or in the form of company stock. Subject to certain limitations set forth in the Code, such contributions will ordinarily be deductible by the company. As a form of qualified retirement plan, an ESOP will typically cover a broad range of employees. Each employee participating in an ESOP will have his or her own account in the ESOP, and the assets in each participant’s account will be subject to a vesting schedule in the plan document. The vested portion of the assets in a participant’s ESOP account typically become distributable following the occurrence of certain events, including the participant’s death, disability, retirement or other separation from service.

ERISA requires that the assets of an ESOP be held in a trust and imposes on the trustee (as well as other fiduciaries) of the plan an obligation (a) to act solely in the interest of plan participants and their beneficiaries for the exclusive purpose of providing benefits and defraying the reasonable expenses of administration of the plan, (b) to act prudently, and (c) to act in accordance with the governing plan documents to the extent consistent with ERISA.

Historically, employees of the company and certain subsidiaries and affiliates have participated in The Restated Thrift/Profit Sharing Plan for Cooperatives (the “401(k) Plan”) adopted by the company. Pursuant to the

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terms of the 401(k) Plan, employees who are expected to work at least 1000 hours in a year, who have attained the age of twenty-one (21) and who have completed at least four (4) months of service are eligible to participate in the plan. To the extent participants make 401(k) elective deferrals to the plan (“401(k) Contributions”), the company has historically made matching contributions to the plan in an amount equal to 50% of each participant’s 401(k) contributions, subject to a maximum matching contribution in an amount equal to 4% of the participant’s compensation.

We anticipate that participants in the 401(k) Plan that are eligible to participate in the ESOP will be given a one-time opportunity to elect to transfer up to 33% of the assets in their 401(k) Plan account to the ESOP. We expect that such funds would subsequently be invested in company stock at a price not less than the same $10.00 per share price that is offered to members pursuant to the subscription rights. If such an election is, in fact, made available to 401(k) Plan participants, a detailed written description of the proposed transaction and the election procedures, along with a discussion of the various risks associated therewith would be provided to plan participants well in advance of such a transaction.

We also anticipate that, following the establishment of the ESOP, matching contributions for all eligible ESOP participants would no longer be made to the 401(k) Plan, but would, instead, be made to the ESOP where they would be invested in company stock.

As a result of the foregoing, employees of the company will be given an opportunity to acquire a proprietary interest in the company and will be given an opportunity to align their interests with the interests of company stockholders.

ERISA and the Code would require shares of company stock held by the ESOP to be appraised at least once a year by a qualified independent appraiser. In addition, all purchases of company stock by the ESOP, including the shares purchased with the initial transfers from the 401(k) plan, would be required to take place at a price no greater than the appraised fair market value of such stock, and all sales of stock by the ESOP would be required to take place at a price no less than such appraised fair market value. Participants in the ESOP would also be given the right to direct the Trustee with respect to the voting of shares of company stock held in their account.

Conditions to Closing

The restructuring is subject to approval of the stockholders and will proceed only if a majority of Class A common shares voting, a majority of Class B common shares voting and a majority of preferred shares voting all vote to approve it.