<PAGE>
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)
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
<PAGE>
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
