-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OEnGfAjCrqHBEsZHNqSFOff4huFGyXaoZIeWwP2P63wGzzZn8OtOP+II4a+t80zG nSvxx96ecKoVfDvMw2XJhQ== 0000034616-94-000007.txt : 19940304 0000034616-94-000007.hdr.sgml : 19940304 ACCESSION NUMBER: 0000034616-94-000007 CONFORMED SUBMISSION TYPE: S-1 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARMLAND INDUSTRIES INC CENTRAL INDEX KEY: 0000034616 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 440209330 STATE OF INCORPORATION: KS FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-1 SEC ACT: 33 SEC FILE NUMBER: 033-51319 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 3315 N OAK TRAFFICWAY CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8164596000 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS COOPERATIVE ASSOCIATION DATE OF NAME CHANGE: 19681201 S-1 1 CONFIRM ELECTRONIC EX-25.A(1),EX-25.B(1) OF S-1 THESE DOCUMENTS ARE COPIES OF THE FINANCIAL STATEMENTS REQUIRED BY EXHIBIT #7 TO FORMS T-1 OF COMMERCE BANK OF KANSAS CITY, NATIONAL ASSOCIATION AND UNITED MISSOURI BANK, NATIONAL ASSOCIATION FILED ON DECEMBER 7, 1993 PURSUANT TO RULE 202. (A) Exhibits The following exhibits and financial statement schedules are filed as a part of this Registration Statement. Certain of these exhibits are are incorporated by the reference indicated. Items marked with an asterisk (*) are filed herewith. Exhibit No. Exhibit Contracts pursuant to Sale of Securities: 1.A Agreement between Farmland Industries, Inc. and Farmland Securities Company, dated September 5, 1975 (Incorporated by Reference - Form S-1, No. 2-55103, effective January 22, 1976) 1.A(1) Amendment, dated December 15, 1983, to the agreement, dated September 5, 1975 between Farmland Industries, Inc. and Farmland Securities Company. (Incorporated by Reference - Form S-1, No. 2-88047, effective December 30, 1983) 1.A(2) Amendment, dated February 2, 1989, to the agreement, dated September 5, 1975 between Farmland Industries, Inc. and Farmland Securities Company. (Incorporated by Reference - Form S-1, No. 3325902, effective February 6, 1989) Articles of Incorporation and Bylaws: 3.A Articles of Incorporation and Bylaws of Farmland Industries, Inc. effective August 30, 1990. (Incorporated by Reference - Form SE, filed November 21, 1990) Instruments Defining the Rights of Owners of the Debt Securities Being Registered: 4.A(1) Trust Indenture dated November 20, 1981, as amended January 4, 1982, including specimen of Demand Loan Certificates. (Incorporated by Reference - Form S-1, No.2-75071, effective January 7, 1982) 4.A(2) Trust Indenture dated November 8, 1984, as amended January 3, 1985, including specimen of 20-year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form S-1, No. 2-94400, effective December 31, 1984) 4.A(2)(1) Amendment Number 2, dated December 3, 1991, to Trust Indenture dated November 8, 1984 as amended January 3, 1985 covering Farmland Industries, Inc.'s 20-Year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form SE, dated December 3-2, 1991) 4.A(3) Trust Indenture dated November 8, 1984, as amended January 3, 1985, including specimen of 10-year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form S-1, No. 2-94400, effective December 31, 1984) 4.A(3)(1) Amendment Number 2, dated December 3, 1991, to Trust Indenture dated November 8, 1984 as amended January 3, 1985 covering Farmland Industries, Inc.'s 10-Year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form SE, dated December 3-3, 1991) 4.A(4) Trust Indenture dated November 8, 1984, as amended January 3, 1985, including specimen of 5-year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form S-1, No. 2-94400, effective December 31, 1984) 4.A(4)(1) Amendment Number 2, dated December 3, 1991, to Trust Indenture dated November 8, 1984 as amended January 3, 1985. covering Farmland Industries, Inc.'s 5-Year Subordinated Capital Investment Certificates. (Incorporated by Reference - Form SE, dated December 3-4, 1991) 4.A(5) Trust Indenture dated November 8, 1984, as amended January 3, 1985 and November 20, 1985, including specimen of 10-year Subordinated Monthly Income Capital Investment Certificates. (Incorporated by Reference - Form S-1, No. 2-94400, effective December 31, 1984) 4.A(6) Trust Indenture dated November 11, 1985 including specimen of the 5-year Subordinated Monthly Income Capital Investment Certificates. (Incorporated by Reference - Form S-1, No. 33-1970, effective December 31, 1985) Instruments Defining Rights of Owners of Indebtedness not Registered: 4.B(1) National Bank for Cooperatives Master Loan Agreement for Farmland Industries, Inc., dated April 23, 1993. (Incorporated by Reference - Form 10-Q, filed July 14, 1993) 4.B(2) List identifying contents of all omitted schedules referenced in and not filed with, the National Bank for Cooperatives Master Loan Agreement for Farmland Industries, Inc. (Incorporated by Reference - Form 10-Q, filed July 14, 1993) 5. Opinion of Counsel as to Legality of Registered Securities. Material Contracts: Lease Contracts: 10.A(1) The First National Bank of Chicago, not individually but solely as Trustee for FNBC Leasing Corporation, the First Chicago Leasing Corporation, The Boatmen's National Bank of St. Louis, Firstier Bank, N.A., and Norwest Bank Minnesota, National Association and Farmland Industries, Inc. consummated a leveraged lease in the amount of $73,153,000 dated September 6, 1991. (Incorporated by Reference - Form SE, dated December 3-1, 1991.) 10.A(2) Iowa-Des Moines National Bank as Trustee for Citicorp Lescaman as Owner-Participant and Farmland Industries, Inc. consummated a leveraged lease in the amount of $18,774,476 dated June 15, 1975. (Incorporated by Reference - Form S-1, No.2-57765, effective January 10, 1977) 10.A(3) The First National Bank of Commerce as Trustee for General Electric Credit Corporation as Beneficiary and Farmland Industries, Inc. consummated a leveraged lease in the amount of $51,909,257.90 dated March 17, 1977. (Incorporated by Reference - Form S-1, No.2-60372, effective December 22, 1977) Management Remunerative Plans: 10.(iii)(A)(1Annual Employee Variable Compensation Plan (September 1, 1993 - August 31, 1994) (Incorporated by reference - Form 10-K, filed November 29, 1993). 10.(iii)(A)(2Farmland Industries, Inc. Management Long-Term Incentive Plan (Effective September 1993) (Incorporated by reference - Form 10-K, filed November 29, 1993). 12. Statement of Computation of the Ratio of Earnings to Fixed Charges (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) 22. Subsidiaries of the Registrant (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) Consents of Experts and Counsel 23.A Independent Auditors' Consent and Report on Schedules (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) 23.B Consent of Legal Counsel (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) 23.C Consent of Special Tax Counsel (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) 23.D Consent of Qualified Independent Underwriter (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) 24 Power of Attorney (Incorporated by Reference - Form 10-K, filed November 29, 1993) 25.A Statement of Eligibility and Qualification of United Missouri Bank, National Association as Trustee, Form T-1 (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) CE *25.A(1) Exhibit No. 7 - A copy of the latest report of condition of the trustee (United Missouri Bank, National Association) published pursuant to law or the requirements of the supervising examining authority. (Incorporated by Reference - Form SE, filed December 7, 1993) 25.B Statement of Eligibility and Qualification of Commerce Bank of Kansas City, National Association as Trustee, Form T-1 (Incorporated by Reference - Form S-1, No. 33-51319, effective December 29, 1993) CE *25.B(1) Exhibit No. 7 - A copy of the latest report of condition of the trustee (Commerce Bank of Kansas City, National Association) published pursuant to law or the requirements of the supervising examining authority. (Incorporated by Reference - Form SE, filed December 7, 1993) EX-25.A(1) 2 CONFIRMING ELECTRONIC OF PAPER COPY This form is for use by National Banks only. It should be used for publication purposes only, and should not be returned to the FDIC. Comptroller of the Currency Administrator of National Banks R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the UNITED MISSOURI BANK, N.A. Name of Bank of KANSAS CITY City in the state of Missouri, at the close of business on December 31, 1993, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 13936 Comptroller of the Currency Midwestern District Statement of Resources and Liabilities ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin 503,850 Interest-bearing balances 0 Securities 1,176,018 Federal funds sold 207,057 Securities purchased under agreements to resell 0 Loans and lease financing receivables: Loans and leases, net of unearned income 1,041,120 LESS: Allowance for loan and lease losses 12,013 LESS: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance, and reserve 1,029,107 Assets held in trading accounts 83,449 Premises and fixed assets (including capitalized leases) 74,050 Other real estate owned 5,396 Investments in unconsolidated subsidiaries and associated companies 0 Customers' liability to this bank on acceptances outstanding 5,101 Intangible assets 2,857 Other assets 52,496 Total asset 3,139,381 FDIC 8040/54B (3-90) CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices 2,628,918 Noninterest-bearing 1,058,876 Interest-bearing 1,570,042 Federal funds purchased 210,616 Securities sold under agreements to repurchase 0 Demand notes issued to the U.S. Treasury 0 Other borrowed money 0 Mortgage indebtedness and obligations under capitalized leases 0 Bank's liability on acceptances executed and outstanding 5,101 Subordinated notes and debentures 0 Other liabilities 55,596 Total liabilities 2,900,231 Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 16,500 Surplus 22,742 Undivided profits and capital reserves 191,866 LESS: Net unrealized loss on marketable equity securities (8,042) Total equity capital 239,150 Total liabilities, limited-life preferred stock, and equity capital 3,139,381 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Directors J. LYLE WELLS J. Lyle Wells R.C. KEMPER R.C. Kemper MALCOLM ASLIN Malcolm Aslin I, WILLIAM M. TEIWES William M. Teiwes Name Executive Vice President Title of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. FDIC 8040/54B (Page 2) PRINTER COPY Signature EX-25.B(1) 3 CONFIRMING ELECTRONIC OF PAPER COPY This form is for use by National Banks only. It should be used for publication purposes only, and should not be returned to the FDIC. Comptroller of the Currency Administrator of National Banks R E P O R T O F C O N D I T I O N Consolidating domestic and foreign subsidiaries of the COMMERCE BANK OF KANSAS CITY, N.A. of KANSAS CITY Name of Bank City in the state of Missouri at the close of business on December 31,1993, published in response to call made by Comptroller of the Currency, under title l2, United States Code, Section 161. Charter Number 15985 Comptroller of the Currency Midwestern District STATEMENT OF RESOURCES AND LIABILITIES ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . . . 362,670 Interest-bearing balances. . . . . . . . . 0 Securities. . . . . . . . . . . . . . . 669,264 Federal funds sold and securities purchased under agreements to resell in domestic offices . . /////////// of the bank and of its Edge and Agreement subsidiaries, and in IBFs: /////////// Federal funds sold 257,497 Securities purchased under agreements to resell 0 Loans and lease financing receivables: Loans and leases, net of unearned income . . . . . . . . 1,079,965 LESS: Allowance for loan and lease losses . . . . . . . . . . . . . .24,193 LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . . . . . 0 Loans and leases, net of unearned income, allowance, and reserve . . 1,055,772 Assets held in trading accounts . . . . . 4,907 Premises and fixed assets (including capitalized leases) . . . . .72,426 Other real estate owned . . . . . . . . . 7,399 Investments in unconsolidated subsidiaries and associated companies. . . . 0 Customers' liability to this bank on acceptances outstanding. . . . .14,219 Intangible assets . . . . . . . . . . . . . . 0 Other assets. . . . . . . . . . . . . . .42,187 TOTAL ASSETS. . . . . . . . . . . . . 2,486,341 FDIC 8040/54 (3-90) CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices . . . . . . . . . . . . .1,960,730 Noninterest-bearing. . . . . . . . . 687,269 Interest-bearing. . . . . . . . . 1,273,461 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . 0 Noninterest-bearing . . . . . . . . . . . . 0 Interest-bearing. . . . . . . . . . . . . . 0 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased. . . . . . 331,699 Securities sold under agreements to repurchase. . . . . . . . 0 Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . 0 Dther borrowed money. . . . . . . . . . 2,502 Mortgage indebtedness and obligations under capitalized leases . . . 0 Bank's liability on acceptances executed and outstanding . . . . . . .14,219 Subordinated notes and debentures . . . . . 0 Dther liabilities . . . . . . . . . . . 8,794 Total liabilities . . . . . . . . . 2,317,944 Limited-life preferred stock and related surplus. . . . . . . . . . . . 0 EQUITY CAPITAL Perpetual preferred stock and related surplus. . . . . . . . . . . .$0 Common stock. . . . . . . . . . . . . .18,000 Surplus . . . . . . . . . . . . . . . .47,215 Undivided profits and capital reserves . . . . . . . . . . . . . . 103,182 LESS: Net unrealized loss on marketable eguity securities. . . . . . 0 Cumulative foreign currency translation adjustments. . . . . . . . . . 0 Total eguity capital. . . . . . . . . 168,397 Total liabilities, limited-life preferred stock, and eguity capital . . . . . . . . 2,486,341 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. /s/JOHN O. BROWN John O. Brown /s/JONATHAN M. KEMPER Jonathan M. Kemper /s/WARREN W. WEAVER Warren W. Weaver Directors FDIC 8040/54 (Page 2) PRINTER COPY I, JEFFERY D. ABERDEEN Jeffery D. Aberdeen Name CONTROLLER Title of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. /s/JEFFERY D. ABERDEEN Jeffery D. Aberdeen Signature Feb. 22, 1994 Date -----END PRIVACY-ENHANCED MESSAGE-----