EXHIBIT 99
Exhibits Index
The following exhibits and financial statement schedules are filed as a part of
this Amendment No. 3 of the Form S-1 Registration Statement. Certain of these
exhibits are incorporated by reference as indicated. Items marked with an
asterisk (*) are filed herewith.
Exhibit No. Exhibit
UNDERWRITING AGREEMENT:
1.A Underwriting Agreement between Farmland Industries, Inc. and Farmland
Securities Company, dated December 6, 1989. (Incorporated by Reference
- Form S-1 No. 33-56821 filed December 12, 1994)
1.A(1) Amendment, dated December 5, 1994, to the agreement, dated
December 6, 1989 between Farmland Industries, Inc. and Farmland
Securities Company. (Incorporated by Reference - Form S-1 No.
33-56821, filed December 12, 1994)
1.B Sales Agency Agreement between Farmland Industries, Inc. and American
Heartland Investment, Inc., dated December 29, 1993. (Incorporated by
Reference - Form S-1 No. 33-56821, filed December 12, 1994)
ARTICLES OF INCORPORATION AND BYLAWS:
3.A Articles of Incorporation and Bylaws of Farmland Industries, Inc.
effective December 1, 1993. (Incorporated by Reference - Form 10-K,
filed November 29, 1994)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
4.(i)A 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.(i)B 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.(i)B(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, 1991)
4.(i)C 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.(i)C(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, 1991)
4.(i)D 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.(i)E 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.(ii)A 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.(ii)A(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, 1991)
4.(ii)B Credit Agreement among Farmland Industries, Inc., as Borrower, ABN
Amro Bank N.V., The Bank of Nova Scotia, Boatmen's First National
Bank of Kansas City, The Chase Manhattan Bank, N.A., Commerce Bank of
Kansas City, N.A., NBD Bank, N.A., as Banks and The National Bank for
Cooperatives, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
"Rabobank Nederland", New York Branch, as Banks and as Co-Agents,
dated May 19, 1994, (the "Syndicated Credit Facility").
(Incorporated by Reference - Form 10-Q filed July 14, 1994)
4.(ii)B(1) List identifying contents of all omitted schedules
referenced in and not filed with, the Syndicated Credit
Facility, dated May 19, 1994. (Incorporated by Reference -
Form 10-Q, filed July 14, 1994)
* 5. Opinion re Legality
MATERIAL CONTRACTS:
LEASE CONTRACTS:
10.(i)A The First National Bank of Chicago, not individually but solely as
Trustee for AT&T Commercial Finance 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, filed
December 3, 1991)
10.(i)B 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.(ii)(A)(1) Annual Employee Variable Compensation Plan (September 1,
1994 - August 31, 1995). (Incorporated by Reference - Form
10-K, filed November 29, 1994)
10.(ii)(A)(2) Farmland Industries, Inc. Management Long-Term Incentive
Plan (Effective September 1993) (Incorporated by Reference -
Form 10-K, filed November 29, 1993).
*12. Computation of Ratios
*21. Subsidiaries of the Registrant
CONSENTS OF EXPERTS AND COUNSEL:
*23.A Independent Auditors' Consent and Report on Schedules
*23.B Consent of Legal Counsel
*23.C Consent of Special Tax Counsel
*23.D Consent of Qualified Independent Underwriter
24 Power of Attorney (Incorporated by Reference - Form 10-K, filed November
29, 1994)
25.A Statement of Eligibility of Trustee and Qualification of UMB Bank,
National Association Trustee, Form T-1. (Incorporated by Reference -
Form S-1 No. 33-56821, filed December 12, 1994)
25.B Statement of Eligibility of Trustee and Qualification of Commerce Bank of
Kansas City, National Association as Trustee, Form T-1. (Incorporated by
Reference - Form S-1 No. 33-56821, filed December 12, 1994)