1271285--12/23/2008--GOLDEN_OVAL_EGGS

related topics

{investment, property, distribution}

{stock, price, share}

{gas, price, oil}

{product, liability, claim}

{cost, regulation, environmental}

{customer, product, revenue}

{loan, real, estate}

{regulation, change, law}

{acquisition, growth, future}

{stock, price, operating}

{personnel, key, retain}

{competitive, industry, competition}

{capital, credit, financial}

{tax, income, asset}

{interest, director, officer}

Risks Related to the Proposed Transaction with Rembrandt The Company and Rembrandt may be unable to obtain the regulatory approvals required to complete the proposed transaction or, in order to do so, Rembrandt may be required to comply with material restrictions or conditions, which it may be unable or unwilling to do. The Company s business will be adversely affected if the proposed transaction is not completed. Certain of the officers, managers and directors of the Company have interests and arrangements that could their decision to support or approve the proposed transaction. have no dissenters rights of appraisal. limits the Company s ability to pursue alternatives to the proposed transaction. If the Company s members approve the proposed transaction, Rembrandt and the Company may waive one or more conditions to the proposed transaction without the Company having to obtain further The proposed transaction will be taxable to the Company s Unitholders. Risks Related to Our Business Activities We must refinance our existing credit arrangements or obtain some other source of financing for repayment of our lenders and to provide access to sufficient working capital for our business. Market prices of wholesale liquid eggs and the further processed egg products we produce are volatile and changes in these prices can adversely impact our results of operations. Changes in consumer demand for liquid eggs can negatively impact our business. Feed costs are volatile and changes in these costs can adversely impact our results of operations. Our sales will decline and our business will be materially harmed if there is any loss of any significant customer or any reduction, delay or cancellation of orders from any significant customer. Failure to comply with applicable governmental regulations, including environmental regulations, could harm our operating results, financial condition and reputation. Our business is highly competitive. Agricultural risks could harm our business. If we do not maintain adequate supply of eggs or if we fail to adequately forecast demand, the likely resulting delays in delivering products to our customers would damage our business. Outbreaks of disease affecting poultry could reduce our ability to produce our liquid egg product and reduce sales. Product liability claims or product recalls could adversely affect our business reputation and expose us to increased scrutiny by federal and state regulators. Special interest groups can have adverse impacts on the industry s reputation, and as the Golden Oval brand becomes known the risk of identification by special interest groups increases. The price of our Class A Units may be volatile and a unitholder s investment could decline in value. There is no public market for our Class A Units and no public market is expected to develop. The Class A Units are subject to significant restrictions on transfer. Our ability to issue additional Class A Units or other classes of units may dilute or otherwise limit your voting or economic rights or have the effect of preventing a change in control. Future sales of shares of our units in the public market may negatively affect our Class A Units price. We are dependent on key personnel. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Full 10-K form ▸

1271285--12/23/2008--GOLDEN_OVAL_EGGS_LLC