AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2000
REGISTRATION NO. 33-61709
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
___________
FARMLAND INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 440209330
(State or other jurisdiction (I.R.S. Employer
Incorporation or organization) Identification No.)
___________
3315 NORTH OAK TRAFFICWAY
KANSAS CITY, MISSOURI 64116-0005
(816) 459-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
TERRY M. CAMPBELL
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FARMLAND INDUSTRIES, INC.
3315 NORTH OAK TRAFFICWAY
KANSAS CITY, MISSOURI 64116-0005
(816) 459-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
___________
COPIES OF ALL COMMUNICATIONS TO:
DOUG FLEMING KENNETH R. BLACKMAN
FARMLAND INDUSTRIES, INC. FRIED, FRANK, HARRIS, SHRIVER &
3315 North Oak Trafficway JACOBSON
Kansas City, Missouri One New York Plaza
64116-0005 New York, New York 10004-1980
(816) 459-6000 (212) 859-8000
___________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
___________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
___________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
THE FOLLOWING PARAGRAPH IS A RED HERRING LANDSCAPED ON THE LEFT MARGIN.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH __, 2000
PROSPECTUS
$200,000,000
FARMLAND INDUSTRIES, INC.
DEBT SECURITIES
_______
We may issue and sell from time to time, in one or more series, up to an
aggregate of $200,000,000 of our debt securities. These debt securities may be
debentures, notes and/or other evidences of indebtedness representing unsecured
obligations. When we offer a particular series of debt securities, we will
specify their terms in a supplement to this prospectus, which will be delivered
with this prospectus. For each series of debt securities, the prospectus
supplement will tell you:
. the designation and principal amount offered;
. the rate or method of calculating interest;
. the time of payment of interest;
. the authorized denominations;
. the maturity or maturities;
. the terms for a sinking, purchase or similar fund;
. any terms for redemption or early repayment,;
. the purchase price and other terms of the offering; and
. any listing on a securities exchange.
_______
This prospectus may not be used to sell our debt securities unless accompanied
by a prospectus supplement.
________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
________
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DESCRIPTION OF CERTAIN RISK FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THESE SECURITIES.
________
THE DATE OF THIS PROSPECTUS IS MARCH , 2000
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT ACCOMPANYING THIS PROSPECTUS
AND THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION
IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
Unless we specify otherwise, references in this prospectus to "Farmland," "we,"
"us" and "our" are to Farmland Industries, Inc. and its consolidated
subsidiaries.
TABLE OF CONTENTS
Risk Factors......................................................... 3
Farmland............................................................. 4
Use of Proceeds...................................................... 6
Selected Consolidated Financial Data................................. 7
Description of Debt Securities....................................... 9
Plan of Distribution................................................. 15
Legal Matters........................................................ 15
Experts.............................................................. 15
Where You Can Find More Information.................................. 16
Forward-Looking Statements........................................... 17
RISK FACTORS
You should consider carefully the following risk factors in addition to the
other information contained in this prospectus or incorporated by reference.
POTENTIAL ENVIRONMENTAL LIABILITIES RELATED TO BOTH CURRENT AND FORMER
OPERATIONS MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS.
Farmland is subject to various stringent federal, state and local environmental
laws and regulations, including those governing the use, storage, discharge and
disposal of hazardous materials, which may impose liability for cleanup of
environmental contamination. We use hazardous materials and generate hazardous
wastes in the ordinary course of our manufacturing processes.
OUR BUSINESS IS SUBJECT TO UNPREDICTABLE CHANGES IN AGRICULTURAL CONDITIONS.
Our financial success depends largely on factors which affect agricultural
production and marketing conditions. These factors, which are outside of
Farmland's control, often change agricultural conditions in an unpredictable
manner. Therefore, we cannot determine the future impact on our operations from
changes in these external factors. We expect demand for our products to
continue to be volatile as agricultural conditions change.
AS A COOPERATIVE, WE HAVE LIMITED ABILITY TO RAISE EQUITY IN THE CAPITAL
MARKETS.
As a cooperative, historically we have raised common equity primarily through
the reinvestment of a portion of patronage refunds as stock or capital credits
and through retention of net income (retained earnings) generated from
transactions with non-members. From time to time, we have also raised equity
through the sale of preferred stock.
THE INDENTURE DOES NOT CONTAIN PROVISIONS TO LIMIT OUR ABILITY TO INCUR
ADDITIONAL INDEBTEDNESS.
The indenture governing the terms of the debt securities does not contain any
provisions that would limit our ability to incur indebtedness (secured or
unsecured) or that would afford holders of the debt securities protection in the
event of a highly leveraged transaction, restructuring, change in control,
merger or similar transaction.
FARMLAND
FARMLAND'S BUSINESS
Farmland Industries, founded in 1929 and formally incorporated in Kansas in
1931, is a farm supply cooperative and a processing and marketing cooperative.
We operate on a cooperative basis and are primarily owned by our members.
Members receive patronage refunds distributed by Farmland from the member-
sourced portion of our annual net earnings on the basis of business done with or
for each member.
As of August 31, 1999, Farmland's membership, associate membership and patrons
eligible for patronage refunds consisted of approximately 1,400 cooperative
associations of farmers and ranchers and 5,700 pork or beef producers or
associations of such producers.
Based on sales, we are one of the largest cooperatives in the United States. In
1999, we had sales of approximately $10.7 billion, including international sales
of approximately $3.2 billion.
Farmland competes with many companies, including other cooperatives. These
competitors are of various sizes and have various levels of vertical
integration. We sell to a large number of customers and no single customer is
material to our business.
Our business is focused on two areas: Agricultural inputs and outputs.
AGRICULTURAL INPUTS
In this area, we operate as a farm supply cooperative. Our four main farm
supply product divisions are as follows:
. Plant Foods
. Crop Protection
. Petroleum
. Feed
In 1999, our sales of farm supply products were approximately $2.8 billion.
Approximately 59% of these farm supply products were manufactured in plants
owned or operated by us. Member cooperative associations purchased
approximately 68% of the farm supply products we sold in 1999. These
cooperatives distribute products primarily to farmers and ranchers who are the
end users of the farm supply products we sell.
AGRICULTURAL OUTPUTS
In this area, we operate as a processing and marketing cooperative. Our
agricultural outputs operations are as follows:
. the processing and marketing of pork
. the raising of hogs for processing
. the processing and marketing of beef
. the domestic storage and marketing of grain
. the international storage and marketing of grain
In 1999, our members supplied about 70% of the hogs we processed, 38% of the
cattle we processed and 60% of the grain that we marketed domestically.
Substantially all of the pork and beef products we sold in 1999 was processed in
plants owned by us.
Kansas City, Missouri is the location of our world headquarters. Our mailing
address and telephone number are as follows:
Farmland Industries, Inc.
P.O. Box 7305
Kansas City, Missouri 64116-0005
816-459-6000
USE OF PROCEEDS
Except as we may otherwise state in any prospectus supplement, we intend to use
the net proceeds from the sale of debt securities for general corporate
purposes, which may include the repayment or refinancing of existing
indebtedness.
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data as of the end of and for each
of the years in the five-year period ended August 31, 1999 are derived from our
Consolidated Financial Statements, which have been audited by KPMG LLP,
independent certified public accountants, and which are incorporated by
reference from our Annual Report on Form 10-K for the year ended August 31,
1999. The following selected consolidated financial data as of the end of and
for the three-month periods ended November 30, 1998 and 1999 are derived from
our unaudited Condensed Consolidated Financial Statements, which reflect all
adjustments, consisting only of normal recurring adjustments, which in
management's opinion are necessary for a fair statement of results for these
interim periods. These unaudited condensed consolidated financial statements
are incorporated by reference from our 10-Q report. The information set forth
below should be read in conjunction with our audited Consolidated Financial
Statements and the unaudited Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>
Three Months Ended
Year Ended August 31 November 30
1995 1996 1997 1998 1999 1998 1999
(Amounts in Thousands)
<S> <S> <S> <S> <S> <S> <S> <S>
SUMMARY OF OPERATIONS:
Net Sales....................$ 7,256,869 $ 9,788,587 $ 9,147,507 $ 8,775,046 $ 10,709,073 $ 2,582,250 $ 2,984,465
Operating Income of Industry
Segments(1)<F1>............ 323,254 291,781 295,626 192,874 181,852 33,822 38,160
Interest Expense............. 53,862 62,445 62,335 73,645 90,773 19,929 25,535
Net Income (loss)............ 162,799 126,418 135,423 58,770 13,865 (6,400) (26,542)
DISTRIBUTION OF NET INCOME:
Patronage Refunds:
Allocated Equity...........$ 61,356 $ 60,776 $ 68,079 $ 35,528 $ 24,215 Note 3 Note 3
Cash and Cash
Equivalents................ 33,061 32,719 40,228 23,593 6,054 Note 3 Note 3
Earned Surplus and Other
Equities................... 68,382 32,923 27,116 (351) (16,404) Note 3 Note 3
RATIO OF EARNINGS TO
FIXED CHARGES (2)<F2> 4.0 3.0 3.0 1.6 1.2 Note 2 Note 2
BALANCE SHEETS:
Working Capital..............$ 319,513 $ 322,050 $ 242,211 $ 435,482 $ 450,439 $ 450,439 $ 367,849
Property, Plant and
Equipment, Net............. 592,145 717,224 783,108 827,149 833,203 833,203 833,548
Total Assets................. 2,185,943 2,568,446 2,645,312 2,874,618 3,257,649 3,257,649 3,170,884
Long-Term Borrowings
(excluding
current maturities)........ 469,718 616,258 580,665 728,103 808,413 808,413 797,200
Capital Shares and
Equities................... 687,287 755,331 821,993 912,696 917,327 Note 3 Note 3
</TABLE>
[FN]
<F1>
1.Includes segment gross income, segment selling, general, and administrative
expenses, and the segment's equity in income (loss) of investees.
<F2>
2.The ratio of earnings to fixed charges has been computed by dividing fixed
charges into the sum of (a) income (loss) before taxes for the enterprise as
a whole, less capitalized interest and with adjustments to appropriately
reflect our majority-owned and 20%-to 50%-owned affiliates, and (b) fixed
charges. Fixed charges consist of interest on all indebtedness (including
amortization of debt issuance expenses) and the component of operating rents
determined to be interest, with adjustments as appropriate to reflect our
20%-to 50%-owned affiliates. Income was inadequate to cover fixed charges
for the three months ended November 30, 1998 and 1999. The dollar amount of
the deficiencies were $11.5 million and $20.8 million, respectively.
<F3>
3.We make the determination of members' income (and members' loss) only after
the end of the fiscal year. Our Board of Directors, in their sole
discretion, then determines how member losses are to be handled and the
resulting amount of patronage refunds to be paid or losses to be allocated
from the member income or loss. Since we determine the amount of members'
income and the amount of members' loss only after the end of the fiscal year,
and since only after that determination has been made can our Board of
Directors determine the handling of members' loss, the resulting amount of
patronage refunds to be paid, the portion of refund to be paid either in cash
or Farmland equity (common stock, associate member common stock and capital
credits) and since the amount of income appropriated to earned surplus is
dependent on the amount of patronage refunds and the handling of members'
losses, Farmland makes no provision for patronage refunds in our interim
financial statements. Therefore, we have excluded from the Capital Shares
and Equities the amount of net income (loss) for the interim periods
presented.
</FN>
DESCRIPTION OF DEBT SECURITIES
We will issue debt securities in one or more series under an indenture, which
may be amended or supplemented from time to time. The Chase Manhattan Bank will
serve as our trustee under the indenture.
The terms of the debt securities will include those stated in the indenture and
those made part of the indenture by reference to the Trust Indenture Act of
1939. The debt securities will be subject to all those terms, and we refer the
holders of the debt securities to the indenture and the Trust Indenture Act for
a statement of those terms. The indenture has been filed as an exhibit to the
registration statement that registers the debt securities. Unless we otherwise
indicate, capitalized terms have the meanings given them in the indenture.
The indenture is summarized below. Because the following is a summary, it does
not contain all of the information that may be important to you.
GENERAL
The debt securities offered by the prospectus will be limited to a total amount
of $200,000,000. The indenture, however, does not limit the amount of debt
securities that may be issued under it. Therefore, additional debt securities
may be issued under the indenture.
Any prospectus supplement that accompanies this prospectus will describe the
terms of the particular series of debt securities we are offering by including:
. the designation or title of the series;
. the total principal amount of the series;
. the date or dates on which principal will be payable;
. the place or places where principal and any premium and/or interest will be
payable;
. the rate or rates of interest and/or the method of determining the rate or
rates of interest, if any;
. the date or dates from which any interest will accrue;
. the date or dates on which any interest will be payable and the method of
determining the date or dates;
. the terms for redemption or early repayment, if any;
. the denominations in which the debt securities of the series are issued or
payable;
. the provision for any sinking fund;
. any addition, deletion, or modification of covenants;
. the addition, deletion, or modification of any Events of Default;
. whether the debt securities of the series will be issued, wholly or in part,
in temporary or permanent global form;
. any provisions modifying the defeasance and covenant defeasance provisions;
. any special tax implications; and
. any other terms.
The indenture does not contain any provisions that give you protection in the
event we issue a large amount of debt and provides only limited protection in
the event we are acquired by another entity.
Any series of debt securities may bear either no interest or bear interest at a
below market interest rate, resulting in us issuing the debt securities at a
substantial discount to their principal or face amount. If this occurs, special
federal income tax, accounting and other considerations will be described in the
prospectus supplement.
CERTAIN COVENANTS
LIMITATION ON LIENS
This indenture restricts our ability to pledge some of our assets as security
for other debt. Unless we secure the debt securities on an equal basis, the
restriction generally limits the amount of debt that is secured by any of our
property to 10% of our Consolidated Net Worth. However, there are a number of
exceptions to this restriction. The indenture contains a complete list of these
exceptions. Some, but not all, of the exceptions are as follows:
. mortgages on properties acquired using proceeds from the sale of shares of
capital stock or issuance of indebtedness by Farmland;
. mortgages on properties of a corporation which is merged or consolidated with
Farmland;
. mortgages on properties financed through tax-exempt municipal obligations;
. mortgages already in place as of the date of this indenture;
. mortgages on grain inventories.
OWNERSHIP OF MATERIAL SUBSIDIARY STOCK
Farmland will not decrease our percentage ownership of stock in any of our
material subsidiaries which meet certain sales or asset thresholds, except as
the result of:
. issuing directors' qualifying shares,
. the declaration and payment of patronage refunds,
. issuing capital stock to members,
. the purchase or retirement of shares with the proceeds of newly issued
shares,
. the sale or other disposition of capital stock at a price we determine to be
at a fair value, or
. the merger or consolidation of a subsidiary with or into Farmland or with or
into one or our wholly owned subsidiaries.
CORPORATE EXISTENCE
Subject to "-Mergers, Consolidations and Transfers of Assets" below, we will use
our best efforts to maintain our corporate existence, rights and franchise. We
abandon or terminate our rights and/or franchise only if the termination does
not have a significant, adverse impact on our ability to operate our business or
fulfill our obligations under the indenture.
WAIVERS OF CERTAIN COVENANTS
Compliance with the covenants set forth in this section is not required if, in
advance of our failure to comply with a covenant, we have obtained the written
consent of the holders of a majority of the aggregate principal amount of debt
securities outstanding of the series affected. This exception does not apply to
the covenant relating to corporate existence.
MERGERS, CONSOLIDATIONS AND TRANSFERS OF ASSETS
Farmland may merge or consolidate with any other corporation if we are the
surviving corporation and if the merger or consolidation does not result in a
Default or Event of Default. If we are not the surviving corporation, a merger
or consolidation with another corporation is allowed only if:
. the acquiring corporation expressly assumes, using a supplemental indenture,
all of Farmland's obligations under the indenture;
. the merger or consolidation does not result in a Default or Event of Default;
and
. either Farmland or the acquiring corporation delivers to the trustee an
officer's certificate and opinion of counsel stating the merger or
consolidation and the supplemental indentures comply with the indenture.
In addition, we may sell all or substantially all of our assets to another
entity if:
. that entity expressly assumes, using a supplemental indenture, all of our
obligations under the indenture;
. either we or that entity delivers to the trustee an officer's certificate or
opinion of counsel stating that the sale or transfer does not result in a
Default or an Event of Default; and
. the sale or transfer does not result in a Default or an Event of Default.
EVENTS OF DEFAULT, NOTICE AND WAIVER
The indenture defines an "Event of Default" for any series of debt securities as
being any one of the following events:
. failure to pay interest within 30 days after the interest becomes due;
. failure to pay principal or any premium when due;
. failure to perform any other covenant or warranty applicable to the series of
debt securities within 60 days of receiving written notice from the Trustee
or from the holders of at least 25% of outstanding principal amount of debt
securities of the series;
. the acceleration of any debt of ours that is in a principal amount of at
least $15 million if the acceleration has not been annulled within ten days
after the trustee or the holders of at least 25% of the debt securities of
the series have provided notice of the default, unless we have cured the
default on the debt that has been accelerated or the holders of that debt
have waived that default;
. certain events of bankruptcy, insolvency or reorganization; and
. any other Event of Default provided for in the indenture or any supplemental
indenture.
An Event of Default for one series of debt securities will not necessarily
constitute an Event of Default for any other series of debt securities issued
under the indenture.
The indenture provides that within 90 days after Default under a series of debt
securities, the trustee will give the holders of that series notice of all
uncured or unwaived defaults known to the trustee. Except for Defaults related
to the non-payment of principal, interest or any premium, the trustee may
withhold notice of any other Default if the trustee believes that withholding of
notice is in the best interest of the holders of the debt securities.
If an Event of Default occurs and continues, the trustee or the holders of at
least 25% of the outstanding total principal amount of the series may declare
the entire principal amount (or, if they are original issue discount securities,
the portion of the principal amount as specified in the terms of the series) of
all the debt securities of that series to be due and payable immediately. If an
Event of Default relating to bankruptcy or insolvency occurs and is continuing,
then the principal amount of all debt securities of any series at the time
outstanding (or, if the debt securities of that series are original issue
discount securities, the portion of the principal amount as specified in the
terms of the series) will be due and payable immediately without any declaration
or other act on the part of the trustee or any holder.
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
protection from expenses and liability. The indenture provides that the holders
of a majority in principal amount of the outstanding debt securities of any
series issued under the indenture may, with some exceptions, direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee, or exercising any trust or power conferred upon the trustee, with
respect to the debt securities of such series.
Generally, any default may be waived if the waiver is agreed to by a majority of
the holders of the outstanding principal amount of any series of debt
securities. However, the following defaults may not be waived without the
consent of each holder affected:
. failure to pay on time the principal, interest or any premium on any series
of debt securities
. violation of any covenant or provision of the Indenture which requires the
consent of every Holder in order to be modified or amended.
The indenture requires us to furnish to the trustee annual statements as to our
compliance with our obligations under the indenture.
MODIFICATION OF THE INDENTURE
Generally, any change to the indenture requires the written consent of the
holders of a majority of the total outstanding principal amount of those debt
securities.
The consent of all holders of a series of debt securities is required to make
changes in the indenture regarding:
. the stated maturity of the principal or any installment of the principal;
. the principal amount;
. the interest rate or the method of calculating the interest rate;
. any reduction in any premium payable on redemption of the debt securities;
. any reduction in principal payable on original issue discount debt securities
following their acceleration;
. any impairment of the right of any holder to institute suit for the
enforcement of any payment of principal, premium or interest after it has
become due;
. the percentage of holder approval required for waiver of compliance with
covenants or Events of Default;
. the obligation of Farmland to maintain an office or agency in the place of
payment for the series;
. the right of holders to waive past defaults; and
. any reduction in the percentage of the outstanding principal amount of the
debt securities of that series whose consent is required to approve changes
to the indenture if 100% is otherwise required by the indenture.
Under limited circumstances, Farmland and the trustee may make changes without
the consent of any holders of debt securities. Examples of changes that can be
made without the holders' consent include:
. adding covenants for the benefit of holders;
. documenting the acquisition of Farmland by another corporation, and the
assumption by the acquiring corporation of our responsibilities and covenants
under the indenture;
. to add additional events of default;
. to facilitate our ability to issue the debt securities in global form;
. to document the appointment under the indenture of a successor trustee;
. to secure the debt securities;
. to add, eliminate or change any provision in the indenture that will affect a
series of debt securities if no debt securities of that series are
outstanding;
. to evidence appointment under the indenture of a successor trustee;
. to correct or supplement any provision in the indenture if it is inconsistent
with another provision as long as the interests of holders are not affected
in any material way;
. to cure any ambiguity or mistake in the indenture; and
. to change or add provisions to the indenture to enable it to be qualified
under the Trust Indenture Act.
SATISFACTION AND DISCHARGE; DEFEASANCE
For any series of debt securities, the indenture, will be discharged and
canceled upon the satisfaction of certain conditions, including the following:
. the debt securities have matured or will be called for redemption with one
year; and
. we have deposited with the Trustee sufficient money and/or government
securities to pay the principal, interest to maturity, and premium, if any.
After the conditions above are satisfied, we will be released from our
obligations related to that series (except for the obligation to register the
transfer and exchange of the debt securities, and our obligation to replace
lost, stolen or mutilated debt securities).
We also have the option to discharge our obligations under a series of debt
securities before their maturity using a process referred to as "defeasance".
Defeasance means that we will be deemed to have paid the entire amount of the
applicable series of debt securities and we will be released from all of our
obligations relating to that series (except for obligations to register
transfers, exchange, and replace the debt securities, and to hold the funds in
trust and to maintain a place of payment for the debt securities). Defeasance
will also result in "covenant defeasance", which means we will not have to
comply with certain covenants, such as those described in "Limitations on
Liens", "Ownership of Material Subsidiary Stock", and "Mergers, Consolidations
and Transfers of Assets". In addition, if the prospectus supplement states that
any additional covenants relating to that series of debt securities are subject
to covenant defeasance, then we also would not have to comply with those
covenants.
Defeasance and/or covenant defeasance will take effect with respect to a series
of debt securities when we have deposited with the trustee an amount of money
and/or U.S. government obligations sufficient to pay the principal, interest and
premium on the series of debt securities when those amounts are scheduled to be
paid. We must also deliver to the trustees:
. a written opinion from a nationally recognized independent certified public
accounting firm stating that the funds and/or government securities deposited
are sufficient to pay the above;
. in the case of defeasance, a legal opinion based on either an IRS ruling or a
change in law since the date of the indenture that states that
a) the defeasance will not cause the holders to be required to recognize
income, gain or loss for federal income tax purposes and
b) the holders will be subject to federal income tax on the same amounts, in
the same manner and at the same times as if the defeasance had not
occurred;
. an officers' certificate and an opinion of counsel that states that the
conditions for defeasance or covenant defeasance in the indenture have been
complied with;
. a legal opinion that states that we do not have to register under the
Investment Company Act of 1940 as a result of the defeasance or covenant
defeasance; and
. a legal opinion that states that the money and/or government securities
deposited will not be subject to the operation of applicable bankruptcy and
insolvency laws following the 91st day after their deposit.
We may not effect defeasance or covenant defeasance if we are involved in
bankruptcy, insolvency or reorganization proceedings that gives rise to an Event
of Default under the indenture. We also may not effect defeasance or covenant
defeasance if by doing so we would violate or cause a Default or an Event of
Default under the indenture or violate or cause a default under any material
agreement we are bound by.
PAYMENT AND TRANSFER
Interest will be paid, by check or wire transfer, to the person registered as
the owner of the debt securities as of the record date. Also, Farmland or the
trustee will maintain an office where holders may present debt securities for
payment or transfer.
CONCERNING THE TRUSTEE
Generally, the trustee is required to perform only duties which are specifically
set forth in the indenture. If an Event of Default has occurred and is
continuing, the trustee is required to use the same degree of care and skill in
the exercise of its rights and powers under the indenture as a prudent person
would exercise under the circumstances in the conduct of their own affairs.
The indenture and provisions of the Trust Indenture Act contain limitations on
the rights of the trustee, should it become a creditor of Farmland. If the
trustee engages in any transaction which causes it to have a conflict of
interest, the trustee must eliminate the conflict or resign as trustee.
The Chase Manhattan Bank is the trustee under the indenture. Farmland maintains
banking relationships in the ordinary course of business with the trustee. Among
other things, the trustee is a lending bank under a $1.1 billion credit facility
provided to us by various domestic and international banking institutions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Financial Condition, Liquidity and Capital Resources" in our Annual
Report on Form 10-K for the year ended August 31, 1999. Additionally, Chase
Securities, Inc. arranged for and The Chase Manhattan Bank is acting as agent,
participant and indenture trustee with regard to debt and equity financing in
connection with the construction of a petroleum coke gasification plant at our
Coffeyville, Kansas refinery.
PLAN OF DISTRIBUTION
We may sell debt securities to or through agents or underwriters, or directly to
one or more purchasers.
The distribution of the debt securities may be made from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of debt securities, any underwriters may receive
compensation, in the form of discounts, concessions, or commissions, from us
and/or from purchasers of the debt securities for whom they are acting as
agents. Underwriters may sell debt securities to dealers or through dealers to
third parties. The dealers involved may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from purchasers for whom they may act as agents. Underwriters, dealers and
agents participating in the distribution of debt securities may be deemed to be
underwriters, and any discounts or commissions received by them from us and any
profit on the resale of debt securities by them may be deemed to be underwriting
discounts and commissions. Any underwriters or agents will be identified and
their compensation described in the prospectus supplement.
We may enter into agreements with underwriters and agents to indemnify them
against certain liabilities, including liabilities under federal securities
laws.
We may authorize underwriters or agents to solicit offers by various
institutions, commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, to purchase debt
securities under contracts providing for payment and delivery on a future date.
A condition of any of these contracts is that, at the time of delivery, the
purchase is not prohibited under the laws of the jurisdiction applicable to the
purchaser. The underwriters and agents will not have any responsibility
regarding either the validity or the performance of these contracts.
LEGAL MATTERS
We will obtain an opinion about the legality of our debt securities from Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), New York, New York. Fried, Frank, Harris, Shriver & Jacobson will
rely upon the opinion of Robert B. Terry, Esq., Vice President and General
Counsel of Farmland, with respect to all matters of Kansas law.
EXPERTS
The consolidated financial statements included in our Annual Report on Form
10-K for the year ended August 31, 1999 has been audited by KPMG LLP,
independent certified public accountants. They are incorporated by reference in
this prospectus and in the registration statement in reliance upon KPMG's report
on those consolidated financial statements given on their authority as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
The Securities Exchange Act of 1934 requires our company to file annual and
quarterly reports, as well as certain other information, with the SEC. These
reports may be read and copied at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. You can request
copies of these documents, upon payment of a duplication fee, by writing to the
Public Reference Section of the SEC, 450 Fifth Street N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available to
the public on the SEC Internet site (http://www.sec.gov).
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents that are considered part of this prospectus. Information
that we file later with the SEC will automatically update and supersede the
previously filed information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until all securities offered under
this prospectus are sold. This prospectus is part of the registration statement
we filed with the SEC.
- - Annual Report on Form 10-K for the year ended August 31, 1999 (our "1999 10-K
Report").
- - Quarterly Report on Form 10-Q for the quarter ended November 30, 1999 (our
"10-Q Report").
- - Current Report on Form 8-K dated November 30, 1999.
You may request copies of these filings at no cost, by writing or telephoning us
at the address shown on page 5.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
prospectus, including statements regarding seasonal effects upon our business,
anticipated expenditures for environmental remediation, continuation of
operating trends, consummation of proposed ventures or alliances, the impact of
seasonal demand on the profitability of the crop production business,
consequences of an adverse judgment in certain litigations, perceived future
business benefits related to our agronomy marketing venture, our ability to
fully and timely complete modifications and expansions with respect to certain
manufacturing facilities are forward-looking statements. In addition, forward-
looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "should," "intend," "estimate,"
"anticipate," "believe," "continue" or similar terminology. We can give no
assurance that the expectations reflected in forward-looking statements will
prove to have been correct. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of factors,
including those set forth under the "Business and Properties - Business -
Business Risk Factors" in our Annual Report on Form 10-K for the year ended
August 31, 1999 and in "Cautionary Statement For Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995" in our
Quarterly Report on Form 10-Q for the quarter ended November 30, 1999, which are
incorporated by reference in this prospectus. All written and oral forward-
looking statements attributable to us are expressly qualified in their entirety
by the factors we disclose that could cause our actual results to differ
materially from our expectations. We undertake no obligation to update publicly
or revise any forward-looking statements.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee...................................... $70,000
Blue sky fees and expenses................................ 5,000
Legal fees and expenses................................... 225,000
Accounting fees and expenses.............................. 50,000
Printing and engraving expenses........................... 40,000
Trustee's fees and expenses............................... 7,000
Rating agency fees........................................ 50,000
Miscellaneous............................................. 13,000
Total..................................................... $460,000
___________
* Except for the SEC registration fee and the NYSE listing fee, all the
foregoing expenses have been estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6002(b) of Chapter 17 of the Kansas Statutes (1987), permits the
following provision to be included in the articles of incorporation of the
Company: a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders, policyholders or members for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (A) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
policyholders or members, (B) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (C) under the
provision of K.S.A. 17-6424 and amendments thereto, or (D) for any transaction
from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. All
references in this subsection to a director shall be deemed also to refer to a
member of the governing body of a corporation which is not authorized to issue
capital stock. Section 6002(c) provides that "It shall not be necessary to set
forth in the articles of incorporation any of the powers conferred on
corporations by this act."
Article VII of the Articles of Incorporation of Farmland Industries, Inc. reads
as follows:
ARTICLE VII-INDEMNIFICATION
Section 1. Indemnification. The Association may agree to the terms and
conditions upon which any director, officer, employee or agent accepts his
office or position and in its bylaws, by contract or in any other manner may
agree to indemnify and protect any director, officer, employee or agent of the
Association, or any person who serves at the request of the Association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted by the laws
of the State of Kansas.
Section 2. Limitation of Liability. Without limiting the generality of the
foregoing provisions of this ARTICLE VII, to the fullest extent permitted or
authorized by the laws of the State of Kansas, including, without limitation the
provisions of subsection (b)(8) of Kan. Stat. Ann. Sec. 17-6002 (1981) as now in
effect and as it may from time to time hereafter be amended, no person who is
currently or shall hereinafter become a director of the Association shall have
personal liability to the Association for monetary damages for breach of
fiduciary duty as a director for any act or omission occurring subsequent to the
date this provision becomes effective. If the Kansas General Corporation Code is
amended after approval of this provision by the shareholders of the Association,
to authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of a director of the Association
shall be limited or eliminated to the fullest extent permitted by the Kansas
General Corporation Code, as so amended.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4.1 -Form of Indenture between the Company and The Chase Manhattan Bank, as
trustee*
4.2 -Form of Note (fixed rate)*
5 -Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, as to the legality of the securities being registered*
12 -Statement regarding computation of ratio of earnings to fixed charges
23.1 -Consent of KPMG, LLP
23.2 -Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5)*
24 -Powers of Attorney relating to subsequent amendments*
25 -Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of
The Chase Manhattan Bank
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant (the "Registrant") hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions set forth under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
(d) The Registrant hereby undertakes that:
(1)For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall
be deemed to be part of this Registration Statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement on Form S-3 (File No. 33-61709) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri, on the 1st day of March, 2000,
FARMLAND INDUSTRIES, INC.
By:
Terry M. Campbell
Executive Vice President
And Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form S-3 (File No. 33-61709) has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
* Chairman of Board, Director March 1, 2000
Albert J. Shivley
* Vice Chairman of Board, March 1, 2000
Vice President and Director
Jody Bezner
* Director March 1, 2000
Lyman Adams, Jr.
* Director March 1, 2000
Ronald J. Amundson
* Director March 1, 2000
Baxter Ankerstjerne
* Director March 1, 2000
Steven Erdman
Director March 1, 2000
Harry Fehrenbacher
Director March 1, 2000
Don Gales
Director March 1, 2000
Marty Floyd
* Director March 1, 2000
Warren Gerdes
Director March 1, 2000
Thomas H. Gist
* Director March 1, 2000
Ben Griffith
* Director March 1, 2000
Gail D. Hall
* Director March 1, 2000
Barry Jensen
Director March 1, 2000
Ron Jurgens
Director March 1, 2000
William F. Kuhlman
* Director March 1, 2000
Greg Pfenning
* Director March 1, 2000
Monte Romohr
* Director March 1, 2000
Joe Royster
Director March 1, 2000
E. Kent Stamper
Director March 1, 2000
Eli F. Vaughn
Director March 1, 2000
Frank Wilson
/s/ H.D. CLEBERG President, Chief Executive March 1, 2000
Officer
H. D. Cleberg
Executive Vice President and March 1, 2000
/s/ TERRY M. CAMPBELL Chief Financial Officer
(Principal Financial Officer)
Terry M. Campbell
Vice President and Controller March 1, 2000
/S/ MERL DANIEL (Principal Accounting Officer)
Merl Daniel
/s/ ROBERT B. TERRY
*By: Robert B. Terry
Attorney-In-Fact
EXHIBIT INDEX
EXHIBIT DOCUMENT DESCRIPTION
NUMBER
4.1 -Form of Indenture between the Company and The Chase Manhattan Bank, as
trustee*
4.2 -Form of Note (fixed rate)*
5 -Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, as to the legality of the securities being registered*
12 -Statement regarding computation of ratio of earnings to fixed charges
23.1 -Consent of KPMG, LLP
23.2 -Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5)*
24 -Powers of Attorney relating to subsequent amendments*
25 -Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of
The Chase Manhattan Bank
___________
* Previously filed.
EXHIBIT 12
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Three Months
Year Ended August 31 Ended November 30
-------------------- ------------------
1995 1996 1997 1998 1999 1998 1999
---- ---- ---- ---- ---- ---- ----
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Pretax Income.................. $ 197,641 $155,754 $ 163,672 $ 55,025 $ 5,822 $ (6,765) $ (33,564)
Minority Interest in Income of
Consolidated Subsidiary 9,793 7,604 10,586 8,346 $ 17,727 $ 2,296 $ 6,131
Equity Interest in Loss
(Income) of Investees (A).. (623) 574 (868) (56,531) (65,510) (10,318) (1,077)
Distributions from
Investees (A).............. -0- -0- 5 57,620 59,715 4,798 7,619
Total Fixed Charges (excluding
interest capitalized)...... 68,271 76,658 79,247 94,960 113,611 25,110 31,534
-------- -------- --------- ---------- -------- --------- ----------
Total Earnings...................... $275,082 $240,369 $ 250,740 $ 158,079 $131,365 $ 15,121 $ 10,643
======== ======== ========== ========= ======== ========= ==========
Fixed Charges:
Interest (including amounts
capitalized and
amortization of
debt issuance costs)....... $ 55,497 $ 65,361 $ 68,099 $ 79,421 $ 93,686 $ 22,441 $ 26,637
Estimated Interest Component
of Rentals................. 13,494 12,926 15,127 19,483 19,925 4,181 4,836
-------- ------- ---------- -------- -------- --------- ----------
Total Fixed Charges................. $ 68,991 $ 78,287 $ 83,226 98,904 113,611 26,622 31,473
========= ========= =========== ========== ========= ========== ===========
Ratio of Earnings to Fixed Charges.. 4.0 3.0 3.0 1.6 1.2 0.6 0.3
</TABLE>
(A) Through 1997, equity interest and distributions shown represent less-than-
50%-owned Investees. Beginning with 1998, equity interest and distributions
shown represent 50%-owned and less-than-50%-owned Investees.
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
Farmland Industries, Inc.:
We consent to the incorporation by reference herein
of our report, dated October 15, 1999, with respect
to the consolidated balance sheets of Farmland
Industries, Inc. and subsidiaries as of August 31,
1998 and 1999, and the related consolidated
statements of operations, cash flows, and capital
shares and equities for each of the years in the
three-year period ended August 31, 1999, which report
appears in the Form 10-K of Farmland Industries, Inc.
for the fiscal year ended August 31, 1999, and to the
references to our firm under the headings _Selected
Consolidated Financial Data_ and _Experts_ in the
Prospectus.
s/s KPMG LLP
KPMG LLP
Kansas City, Missouri
February 29, 2000
Exhibit 25
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
FARMLAND INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
KANSAS 440209330
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3315 NORTH OAK TRAFFICWAY
KANSAS CITY, MISSOURI 64116-0005
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
(Title of the indenture securities)
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates
of Amendment dated February 17, 1969, August 31, 1977, December 31,
1980, September 9, 1982, February 28, 1985, December 2, 1991 and
July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July
14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of February, 2000.
THE CHASE MANHATTAN BANK
By _/s/_ L. O'Brien_______________
/s/ L. O'Brien
Vice President
- 3 -
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................................$ 13,497
Interest-bearing balances ............................................ 6,388
Securities: .............................................................
Held to maturity securities............................................... 798
Available for sale securities............................................. 48,655
Federal funds sold and securities purchased under
agreements to resell ................................................. 30,373
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,392
Less: Allowance for loan and lease losses 2,463
Less: Allocated transfer risk reserve ... 0
Loans and leases, net of unearned income,
allowance, and reserve ............................................... 129,929
Trading Assets ........................................................... 47,413
Premises and fixed assets (including capitalized
leases)............................................................... 3,287
Other real estate owned .................................................. 26
Investments in unconsolidated subsidiaries and
associated companies................................................... 185
Customers' liability to this bank on acceptances
outstanding ........................................................... 716
Intangible assets ......................................................... 2,693
Other assets .............................................................. 15,430
TOTAL ASSETS ..............................................................$299,390
=========
</TABLE>
- 4 -
<TABLE>
<CAPTION>
LIABILITIES
Deposits
<S> <C>
In domestic offices ..................................................... $100,324
Noninterest-bearing ..................................... $41,601
Interest-bearing ..........................................58,723
In foreign offices, Edge and Agreement
subsidiaries and IBF's .............................................. 88,064
Noninterest-bearing ..................................................... $ 6,363
Interest-bearing .................................................... 81,701
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................... 35,773
Demand notes issued to the U.S. Treasury ................................ 892
Trading liabilities ..................................................... 33,565
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ....................... 4,434
With a remaining maturity of more than one year
through three years........................................... 14
With a remaining maturity of more than three years................ 97
Bank's liability on acceptances executed and outstanding................. 716
Subordinated notes and debentures ....................................... 5,429
Other liabilities ....................................................... 11,457
TOTAL LIABILITIES ....................................................... 280,765
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock)................ 11,016
Undivided profits and capital reserves .................................. 7,333
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (951)
Accumulated net gains (losses) on cash flow hedges....................... 0
Cumulative foreign currency translation adjustments ..................... 16
TOTAL EQUITY CAPITAL .................................................... 18,625
______
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $299,390
==========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
SUSAN V. BERRESFORD )
-5-
