FORM 8-A/A-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENEX HARVEST STATES COOPERATIVES (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 41-0251095 (State of incorporation (I.R.S. Employer or organization) Identification Number) 5500 CENEX DRIVE INVER GROVE HEIGHTS, MINNESOTA 55077 (Address of principal executive offices) (ZIP Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Not Applicable Not Applicable If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this Form relates: 333-101916 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: 8% Cumulative Redeemable Preferred Stock (Title of class) Item 2 of this Form 8-A Registration Statement is amended to add the following exhibits: Item 2. Exhibits. -------- Number Description ------ ----------- 4.2 Revised Form of Certificate representing the 8% Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-2, as amended, File No. 333-101916). 4.3 Unanimous Written Consent Resolution of the Board of Directors of Cenex Harvest States Cooperatives Amending the Amended and Restated Resolution creating a series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-2, as amended, File No. 333-101916). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: January 23, 2003 CENEX HARVEST STATES COOPERATIVES By: /s/ David Kastelic ----------------------------- David Kastelic Senior Vice President and General Counsel 3