Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
EXHIBITS
To
Form S-1/A
As of August 31, 1996
Registration Statement
Under
The Securities Act of 1933
Farmland Industries, Inc.
EXHIBIT INDEX
The following exhibits are filed as a part of this Form S-1 Registration
Statement. Certain of these exhibits are incorporated by reference as
indicated. Items marked with an asterisk (*) are filed herein.
Exhibit No. Description of Exhibits
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, 1994. (Incorporated by Reference - Form 10-K,
filed November 28, 1995)
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)
4.(ii)A Credit Agreement between Farmland Industries, Inc. and various banks
dated May 15, 1996, (Incorporated by Reference - Form 10-Q filed July 15,
1996)
* 5 Opinion of Robert B. Terry, Vice President and General Counsel of
Farmland Industries, Inc. re Legality
MATERIAL CONTRACTS:
LEASE CONTRACTS:
10.(i)A Leveraged lease dated September 6, 1991, among 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. in the amount of $73,153,000. (Incorporated by
Reference - Form SE, filed December 3, 1991)
10.(i)B Leveraged lease dated March 17, 1977, among the First National Bank
of Commerce as Trustee for General Electric Credit Corporation as
Beneficiary and Farmland Industries, Inc. in the amount of
$51,909,257.90. (Incorporated by Reference - Form S-1, No. 2-60372,
effective December 22, 1977)
MANAGEMENT REMUNERATIVE PLANS:
10.(iii)AAnnual Employee Variable Compensation Plan (September 1, 1996 -
August 31, 1997) (Incorporated by Reference - Form 10-K, filed November
27, 1996)
10.(iii)BFarmland Industries, Inc. Management Long-Term Incentive Plan
(Effective September 1, 1995) (Incorporated by Reference - Form 10-K,
filed November 28, 1995)
10.(iii)B(1) Exhibit E (Fiscal years 1997 through 1999) (Incorporated by
Reference - Form 10-K, filed November 27, 1996)
10.(iii)CFarmland Industries, Inc. Supplemental Executive Retirement Plan
(Effective January 1, 1994) (Incorporated by Reference - Form 10-K, filed
November 28, 1995)
10.(iii)C(1) Resolution Approving the Revision of Appendix A and Appendix
A (Incorporated by Reference - Form 10-K, filed November 27,
1996)
10.(iii)DFarmland Industries, Inc. Executive Deferred Compensation Plan (As
Amended and Restated Effective November 1, 1996) (Incorporated by
Reference - Form 10-K, filed November 27, 1996)
12 Computation of Ratios (Incorporated by Reference - Form S-1, filed
November 27, 1996)
21 Subsidiaries of the Registrant (Incorporated by Reference -
Form S-1, filed November 27, 1996)
CONSENTS OF EXPERTS AND COUNSEL:
*23.A Independent Auditors' Consent
*23.B Consent of Special Tax Counsel
*23.C Consent of Qualified Independent Underwriter
23.D Consent of Robert B. Terry, Vice President and General Counsel of
Farmland Industries, Inc. (included in Exhibit 5)
24 Power of Attorney (Incorpoarted by Reference - Form S-1, filed
November 27, 1996)
25.A Statement of Eligibility of Trustee and Qualification of UMB Bank,
National Association Trustee, Form T-1. (Incorpoarted by Reference -
Form S-1, filed November 27, 1996)
25.B Statement of Eligibility of Trustee and Qualification of Commerce Bank of
Kansas City, National Association as Trustee, Form T-1.
(Incorpoarted by Reference - Form S-1, filed November 27, 1996)