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U.S. Securities and Exchange Commission

Securities Act of 1933
Section 2(a)(1)

July 17, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


American Crystal Sugar Company
Incoming letter dated June 25, 2013

The Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that neither the Common Stock nor the Preferred Stock is a security under the 1933 Act or the 1934 Act, the Company stops filing periodic and current reports under the 1934 Act.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/17/2013