UAP acquires Boettcher retail distribution business

AP Holding Corp., Denver, said Jan. 15 that its subsidiary, UAP Distribution Inc., has entered into a definitive agreement with Boettcher Enterprises, Beloit, Kan., to acquire certain assets of its retail distribution business, including real property, retail locations, equipment, and storage tanks. This agreement is subject to customary closing conditions.

Boettcher is a leading retailer of agricultural inputs, with multiple locations in Kansas and Nebraska. It has some 33 locations in the two states, with most being in Kansas (see www.boettcherenterprises.com). UAP said that in this two-state region, the acquisition will further its strategy to expand retail market share. UAP said Boettcher has had a long-standing wholesale relationship with UAP and has been one of its largest wholesale customers in the area. The acquisition is expected to close in UAP’s fiscal fourth quarter, which closes in February 2007.

“The acquisition of Boettcher Enterprises’ distribution business greatly enhances UAP’s presence in this key mid-western market,” said Kenny Cordell, UAP Holding Corp.’s chairman, president, and CEO. “The expansion of our retail distribution through a quality organization such as Boettcher Enterprises is truly a great opportunity.”

UAP had not returned calls at press time. The company has announced a spate of new acquisitions in the past few weeks (GM Jan. 15, p. 10; Jan. 8, p. 1), as well as other major ones in 2006 (GM Archives).

SEC brings action against three former ConAgra execs; two settle, to pay a combined $820,161

The U.S. Securities Exchange Commission on Jan. 17 filed a civil action charging James Charles Blue, the former president and chief operating officer of ConAgra Agri Products Companies; Randy Cook, the former president of North America Operations of United Agri Products (UAP); and Victor Campbell, UAP’s former controller, with participating in a fraudulent scheme to overstate UAP’s operating results in 1999 and 2000. The complaint alleges that the defendants’ conduct at UAP, a former subsidiary of ConAgra Foods Inc., caused ConAgra to file with the Commission, and release to the public, materially false and misleading financial statements, which were included in its annual reports for 1999 and 2000.

Blue and Campbell have agreed to settle this matter without admitting or denying the allegations in the complaint.

The SEC’s complaint includes the following allegations:

  • Blue, Cook, and Campbell participated in a series of fraudulent accounting practices that included: (1) the improper recognition of revenue from deferred delivery sales and associated rebates from its suppliers; (2) the failure to record bad debt expenses when realized; and (3) the improper recognition of revenue from advance vendor rebates.
  • The defendants’ misconduct caused ConAgra to materially overstate its income before income taxes by $46.7 million in fiscal 1999 and $48.5 million in fiscal 2000, an overstatement of approximately 7.35 percent and 7.85 percent, respectively. At ConAgra’s Agricultural Products’ segment level, the defendants’ misconduct caused that segment’s reported operating profit to be overstated by 16.36 percent in fiscal 1999, and 34.97 percent in fiscal 2000.
  • As a result of their misconduct, Blue, Cook, and Campbell benefited by obtaining inflated bonus compensation. Cook also received additional inflated compensation through his participation in a profit-based compensation plan.

The SEC’s complaint alleges that by engaging in this conduct, the defendants violated the antifraud, internal controls, and books and records provisions of the federal securities laws (Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934, and Exchange Act Rules 10b-5 and 13b2-1), and aided and abetted violations of the reporting, books and records, and internal controls provisions of the Exchange Act (Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Exchange Act Rules 12b-20 and 13a-1). Defendant Cook also aided and abetted violations of the antifraud provisions of the federal securities laws (Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5).

Without admitting or denying the allegations in the complaint, Blue and Campbell have consented to the entry of final judgments that enjoin them from violating the federal securities laws described above. Blue also has agreed to pay a total of $622,087, which includes $336,362 in disgorgement, plus $175,725 of prejudgment interest thereon, and a $110,000 civil penalty. Campbell has agreed to pay $96,893 in disgorgement, plus $51,181 of prejudgment interest thereon, and a $50,000 civil penalty, for a total payment of $198,074. The settlement terms are subject to court approval.

As to Cook, the complaint seeks a permanent injunction against future violations, an officer-and-director bar, and civil penalties. The complaint also seeks to have Cook divest all unexercised stock options, and to disgorge all ill-gotten gains along with prejudgment interest.

The SEC’s investigation in this matter is continuing.

ConAgra said it fully cooperated in the investigation and said there was nothing new to report with respect to its own situation with the SEC in the case. Last summer, when the company again adjusted earnings for the 1999-2001 period (GM Aug. 14, p. 10), it said it was conducting discussions with the SEC regarding a possible settlement that could include the company consenting to a final judgment without admitting or denying the allegations, with respect to a complaint filed in federal court.

Barge loses full load of urea in mishap

Louisville, Ky.-A barge lost a full load of liquid nitrogen in a mishap that occurred while being pushed up the Ohio River, according to the Coast Guard. It was one of four in a 14-barge fleet that broke loose after clearing the McAlpine Locks around 1 a.m. on Jan. 16, reported Lt. Tina Owen, spokeswoman for the Coast Guard’s Ohio Valley sector. There were no injuries, and there has been no disruption to river traffic. She said the fertilizer barge was carrying 1,451 short tons of liquid urea and that there were concerns about fish kill, but there have been no reports to that effect so far. "Apparently the high waters have either diluted or washed away the fertilizer," she told Green Markets. Two of the barges have been secured, but the fertilizer barge ended up pinned and partly submerged against Gate 2 of McAlpine Dam – but out of the commercial channel, where it would not interfere with river traffic. The fourth barge, which was carrying salt, is submerged and has been marked with lights and a buoy so as not to present any hazard. Owen didn’t know the owner of the fertilizer shipment or its destination.

Dyno Nobel buys stake in Chinese explosives firm

North Sydney, Australia-Dyno Nobel said Jan. 16 that it has acquired 29.9 percent of the ordinary shares in Fabchem China Ltd., an explosives company on the Singapore stock exchange. Dyno Nobel paid US$31.8 million for its stake, which includes an up-front payment of S$0.52 per share, an additional $0.13 per share payable upon achieving profit hurdles in 2008, and S$.05 per share payable upon Fabchem obtaining an export license. Dyno will nominate two members of the Fabchem board of directors and have a senior manager seconded to Fabchem, reporting to Fabchem Managing Director Sun Bowen.

A.J. Sackett & Sons announces Brazilian jv

Baltimore-A.J. Sackett & Sons has announced the opening of a joint venture company in Brazil called Sackett do Brasil. It will be located in Araxa, Minas Gerais States, and will offer complete engineering, equipment, and installation for a full range of fertilizer systems and technologies. Capabilities include blending, bagging, SSP production, granulation systems, compaction/ granulation plants, conveying systems, and terminals, as well as a full-range of Sackett products. Oscar Ordonez, the managing director, has over 30 years of fertilizer experience.

SaskPool to extend AU bid beyond Jan. 24

Regina-Saskatchewan Wheat Pool Inc. says its bid for Agricore United Ltd. remains on track. While the official bid expires Jan. 24, SaskPool does expect to extend it, though no new timeline has been announced. The Canadian Competition Bureau has advised that it would not be able to rule on the deal until after Jan. 24. AU’s board of directors has unanimously recommended that security holders reject SaskPool’s offer. Simplot says 2006 was a good year Boise, Idaho-J.R. Simplot Co. recently reported that it had a good year in 2006. "We performed better than planned during the past year, and we’re in a very strong financial position," said President and CEO Larry Hlobik. "Generally speaking, the income from our current portfolio of businesses should be able to finance our future organic growth." Simplot reduced debt, posted solid revenues of $3.3 billion, and improved operating income for the fourth consecutive year during fiscal 2006. Earnings exceeded budget and were higher than 2005.

Simplot says 2006 was a good year

Boise, Idaho-J.R. Simplot Co. recently reported that it had a good year in 2006. "We performed better than planned during the past year, and we’re in a very strong financial position," said President and CEO Larry Hlobik. "Generally speaking, the income from our current portfolio of businesses should be able to finance our future organic growth." Simplot reduced debt, posted solid revenues of $3.3 billion, and improved operating income for the fourth consecutive year during fiscal 2006. Earnings exceeded budget and were higher than 2005.

Management Briefs

Agriliance LLC has announced a closer alignment between its Heartland and Crop Nutrient divisions in order to forge a more market-focused organization. As a result, Rod Schroeder, former vice president, Heartland, was promoted to executive vice president. In his new role, his duties will be expanded to include the Crop Nutrients division as well as Heartland. Reporting to Schroeder from Crop Nutrients will be Doug Wonnacott, Brian Thoma, and Bruce Vernon.

Jim Blome, former vice president, Coastal division, was named executive vice president, Coastal division. In addition to that division, he will assume a greater role in mergers and acquisitions. Keith Peterson, former vice president, chief financial officer, is the new vice president of mergers and acquisitions, and will assume responsibility for credit functions. Steve Miller, Joel Ott, and Gary Gavin will report to Peterson. Dan Oberstadt of corporate credit will have daily accountability to Peterson.

Cheryl Schmura, vice president and chief financial officer, will assume responsibility for the full corporate accounting function. Mark Ogletree and his staff, along with Tom Mitzel, will continue to have functional accountability to Jim Blome and Rod Schroeder, respectively.


William D. Barton Jr., 59, lost his battle with leukemia Jan. 9, 2007. Services were held Jan. 12 in Bay City, Texas. Bill was CEO of Bonus Crop Fertilizer Inc. and very active in The Fertilizer Institute and the Southwestern Fertilizer Conference. He will be missed by family and friends.

Eddie S. Barton, 86, wife of the late W.D. (Billy) Barton Sr., passed away Jan. 16, 2007. Services were to be held in Bay City on Jan. 19. Mrs. Barton helped start the Barton family business (Bay City Fertilizer) in 1974 and dedicated her life to the business and her family.


J. R. Simplot, 98, is on the mend, with the company saying he is making steady progress in his recovery from the head injury he sustained Jan. 1 in Phoenix after the Fiesta Bowl (GM Jan. 8, p. 10). He is participating in daily physical therapy sessions at the Idaho Elks Rehabilitation Hospital in Boise, and will undergo treatment there for an indeterminate period of time. After the accident, Simplot had surgery at the University of Phoenix hospital to relieve fluid build-up inside his skull. After nine days of consistent improvement while in Phoenix, he was transported by air ambulance to Boise Jan. 10.