-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pn00PlNQIygb+sRJ2uOLODM8nVMYoBRhRba95XyjDxc5ShPZcO4vSsiefstysSvY 2/iZ+UqHvqJouBpRw+qXMw== 0001104659-08-021588.txt : 20080401 0001104659-08-021588.hdr.sgml : 20080401 20080401142716 ACCESSION NUMBER: 0001104659-08-021588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080401 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PLAINS ENERGY LLC CENTRAL INDEX KEY: 0001161049 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 481247506 STATE OF INCORPORATION: KS FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50714 FILM NUMBER: 08728753 BUSINESS ADDRESS: STREET 1: 3022 COUNTY ROAD 18 STREET 2: . CITY: OAKLEY STATE: KS ZIP: 67748 BUSINESS PHONE: 785- 672-8810 MAIL ADDRESS: STREET 1: 3022 COUNTY ROAD 18 STREET 2: . CITY: OAKLEY STATE: KS ZIP: 67740 8-K 1 a08-9704_18k.htm 8-K





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):   April 1, 2008



 (Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


3022 County Road 18, Oakley, KS 67748

(Address of principal executive offices)  (Zip Code)


Registrant’s telephone number including area code:  (785) 672-8810



(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 (see General Instruction A.2. below):


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


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


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


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




Item 7.01 Regulation FD Disclosure


On April 1, 2008, Western Plains Energy, L.L.C. (“Company”) delivered a letter to its members regarding recent developments affecting their interest in the Company.  A copy of the letter is attached to this report as Exhibit 99.1.


The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.


Item 8.01 Other Events


On March 25, 2008, the Company held its Annual Meeting of members.  At the meeting, Brian Baalman and David Mann were re-elected as the representative managers of the Class A members of the Company.  Of the 221 votes cast by the holders of Class A membership units, with each member having the ability to vote for 2 candidates, Mr. Baalman received 176 votes, Mr. Mann received 156 votes and Brent Rogers, the remaining nominee, received 89 votes.  Messrs. Baalman and Mann will serve a term of office until the annual meeting of the members held in 2011.


Also at the Annual Meeting, the sole nominee to be the representative manager of the Class B and Class C members, Ronald Blaesi, was elected to serve in that position for a term continuing until the annual meeting of members in 2011.


Finally, at the annual meeting, the members of the Company ratified the appointment of Stark, Winter, Schenkein & Co., LLP as the Company’s independent accountant for the fiscal year ended September 30, 2008.  The following tabulates the votes with regard to the ratification of appointment of the Company’s independent accountant:


Class A:












Votes For:


Votes Against:










Classes B and C:












Votes For:


Votes Against:





Item 9.01 Financial Statements and Exhibits


(d)           Exhibits.  The following exhibits are furnished with this report:


                99.1         Correspondence to members of the Company dated April 1, 2008.


Cautionary Statement for Purposes of the “Safe Harbor “Provisions of the Private Securities Litigation Reform Act of 1995.


The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such factors include, among others, the willingness and ability of third parties to honor their contractual obligations, the availability of equipment and qualified personnel, the decisions of




third parties over which the Company has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company’s filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.






Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.










Date: April 1, 2008



/s/ Steven R. McNinch




Steven R. McNinch




Chief Executive Officer






99.1         Correspondence to members of the Company dated April 1, 2008.



EX-99.1 2 a08-9704_1ex99d1.htm EX-99.1


Exhibit 99.1



3022 County Road 18

Oakley, KS  67748

(785) 672-8810


April 1, 2008



To Our Members:


I am writing to remind you of certain important developments affecting your membership interest in Western Plains Energy, L.L.C. (“WPE” or the “Company”).  These developments have previously been reported in our filings with the Securities and Exchange Commission but due to their significance, we wanted to take this opportunity to contact you individually.


On February 29, 2008, our Board of Managers announced that, effective March 10, 2008, our units of membership interest would be split on a seven for one (7:1) basis.  This means that every unit owned by you as of March 10, 2008 has become seven units.  This does not change your percentage interest in the Company.  It simply changes the number of units owned by you and is designed to facilitate your ability to sell units on our matching service, discussed in more detail below.  You will not receive a new certificate reflecting your ownership of the additional units.  We will record the increase in our books and records and track any changes on your behalf.


The second development affecting your membership in the Company is that you will no longer need to possess a paper certificate to demonstrate your ownership of membership units.  On December 18, 2007, our Board of Managers approved an amendment to our Operating Agreement allowing for issuance of uncertificated or “book entry” units.  Under this revised system, your old certificates are null and void and we will no longer issue membership certificates as a routine procedure.  Rather, your ownership of membership units will be reflected in our books and records.  If you transfer your interest, we will record the transfer on our books and you are not required to obtain a new certificate for any remaining interest.  We believe this will simplify administration and reduce costs for our Company.


The third development affecting your membership interests is that we have contracted with a third party to establish and maintain a matching service to allow sales of our membership units.  The name of this company is Variable Investment Advisers, Inc., doing business as AgStockTrade.com of Sioux Falls, South Dakota.  Pursuant to this arrangement, AgStock has agreed to maintain an electronic Internet-based matching service where individuals may offer to purchase or sell units of our membership interest.  This matching service functions similar to an auction where the most willing seller is matched with the most willing purchaser of our units.  If the postings on the matching service reflect a match between a buyer and a seller, AgStock will facilitate execution of the necessary paperwork and transfer and exchange of the money.  You may obtain additional information about this matching service by clicking on the link on our website or proceeding directly to the website maintained by AgStockTrade.com.  You may also contact them by telephone at (800) 859-3018.



All of these developments have been designed in an effort to increase the value of your membership in WPE.  We hope these efforts will benefit you and your investment in the Company.  If you have any questions, you may contact me or our membership coordinator, Debbie Nelson.  Debbie can be reached at dnelson@wpellc.com.








/s/ Curt Sheldon


Curt Sheldon, Controller