EX 25.A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UMB BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
44-0201230
(I.R.S. Employer
Identification No.)
928 Grand Avenue, Kansas City, Missouri.....................64106
(Address of principal executive offices) (Zip Code)
FARMLAND INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
KANSAS 42-0209330
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
3315 North Oak Trafficway
Post Office Box 7305
Kansas City, Missouri 64116
(Address of principal executive offices) (Zip Code)
DEMAND LOAN CERTIFICATES
Dated: November 20, 1981
(Title of the indenture securities)
Item 1.General Information
(a) Name and address of each examining or supervising authority to
which the Trustee is subject is as follows:
The Comptroller of the Currency
Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101
(b) The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with obligor and underwriters. The Obligor is not
affiliated with the Trustee. No person, who is not an affiliate of
the Obligor, has served as an underwriter for the Obligor.
Item 3. Voting securities of the Trustee.
The following information as to each class of voting securities of the
Trustee is furnished as of October 24, 1997:
Column A Column B
Title of Amount
Class Outstanding
Common 660,000
Item 4. Trusteeships under other indentures.
The Trustee is not a trustee under another indenture under which any
other securities, or certificates of interest or participation in
other securities, of the Obligor are outstanding.
Item 5. Interlocking directorates and similar relationships with the obligor
or underwriters. Neither the Trustee nor any of its directors or
officers is a director, officer, partner, employee, appointee, or
representative of the Obligor.
No person, who is not an affiliate of the Obligor, has served as an
underwriter for the Obligor.
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
No voting securities of the Trustee are owned beneficially by the
Obligor or its directors and executive officers as of October 24,
1996.
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Not applicable
Item 8. Securities of the obligor owned or held by the trustee. No securities
of Obligor are owned beneficially or held as collateral security for
obligations in default by the Trustee as of October 24, 1996.
Item 9. Securities of the underwriters owned or held by the trustee.
Not applicable
Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
The Trustee neither owns beneficially nor holds as collateral security
for obligations in default any voting securities of a person who, to
the knowledge of the Trustee, (1) owns 10 percent or more of the
voting securities of the Obligor, or (2) is an affiliate, other than a
subsidiary of Obligor, as of October 24, 1997
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
The Trustee neither owns beneficially nor holds as collateral security
for obligations in default any securities of a person who, to the
knowledge of the Trustee, owns 50 percent or more of the voting shares
of the Obligor as of October 24, 1997.
Item 12. Indebtedness of the Obligor to the Trustee.
None
Item 13. Defaults of the Obligor.
There has been no default with respect to the securities under this
Indenture.
Item 14. Affiliations with the Underwriters.
Not Applicable
Item 15. Foreign Trustee.
Not Applicable
Item 16. List of exhibits.
Listed below are all exhibits filed as a part of this statement of
eligibility and qualification.
Exhibit No. Exhibit
1. Articles of Association of the Trustee, as now in effect.
2. Certificate of Authority from the Comptroller of the Currency
evidencing a change of the corporate title of the Association.
Incorporated by Reference - In the Statement of Eligibility and
Qualification of United Missouri Bank, National Association, as
Trustee, Form T-1 #22-21530, Filed on FORM SE dated December 19, 1991.
3. Certificate from the Comptroller of the Currency evidencing authority
to exercise corporate trust powers and a letter evidencing a change of
the corporate title of the Association. Incorporated by Reference -
In the Statement of Eligibility and Qualification of United Missouri
Bank, National Association, as Trustee, Form T-1 #22-21530, Filed on
FORM SE dated December 19, 1991.
4. Bylaws, as amended, of the Trustee.
5. N/A
6. Consent of the Trustee required by Section 321 (b) of the Act.
7. Report of Condition of the Trustee as of
June 30, 1997.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
UMB Bank, National Association, a national bank organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the city of Kansas City, and State of Missouri, on the 24th
day of October 1997.
UMB BANK, NATIONAL ASSOCIATION
BY: Frank C. Bramwell, Senior Vice President
Frank C. Bramwell, Senior Vice President
T-1 Exhibit 6
Consent of Trustee
Pursuant to Section 321(B) of the Trust Indenture Act of 1939, UMB Bank,
National Association, a national bank organized under the laws of the United
States, hereby consents that reports of examinations by the Comptroller of the
Currency, of the Federal Deposit Insurance Corporation, and any other federal,
state, territorial or district authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
UMB BANK, NATIONAL ASSOCIATION
By: Frank C. Bramwell, Senior Vice President
Frank C. Bramwell, Senior Vice President
Date: October 24, 1997
UMB BANK, NATIONAL ASSOCIATION
RESTATED ARTICLES OF ASSOCIATION
FIRST: The title of this Association shall be "UMB Bank, National
Association" (amended as of October 1, 1994).
SECOND: The main office shall be in the City of Kansas City, County of
Jackson, State of Missouri. The general business of this Association, and its
operations of discount and deposit, shall be conducted at its main office.
THIRD: The Board of Directors of this Association shall
consist of not less than five nor more than twenty-five shareholders, the exact
number of Directors within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. Unless otherwise provided by the laws of the United States, any
vacancy in the Board of Directors for any reason, including an increase in the
number thereof, may be filled by action of the Board of Directors.
FOURTH: The regular annual meeting of the shareholders for the
election of directors and the transaction of whatever other business which may
be brought before said meeting shall be held at the main office, or at such
other place as the Board of Directors may designate, on the day of each year
specified therefor in the By-Laws of the Association, but if no election be held
on that day it may be held on any subsequent day according to the provisions of
law.
FIFTH: The amount of authorized capital stock of this Association shall be
Sixteen Million Five Hundred Thousand Dollars ($16,500,000), divided into
660,000 shares of common stock of the par value of Twenty-Five Dollars ($25)
each; but said capital stock may be increased or decreased from time to time in
accordance with the provisions of the laws of the United States.
If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital stock
owned by him at the time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders' meeting is specified in
a resolution adopted by the shareholders at the time the increase is authorized.
The Board of Directors shall have the power to prescribe a reasonable period of
time within which the pre-emptive rights to subscribe to the new shares of
capital stock must be exercised.
If the capital stock is increased by a stock dividend, each
shareholder shall be entitled to his proportion of the amount of
such increase in accordance with the number of shares of capital stock owned by
him at the time the increase is authorized by the shareholders, unless another
time subsequent to the date of the shareholders' meeting is specified in a
resolution adopted by the shareholders at the time the increase is authorized.
SIXTH: The Board of Directors shall appoint one of its members to be
President of this Association. The Board of Directors may appoint one of its
members to be Chairman of the Board, who shall perform such duties as the Board
of Directors may designate.
The Board of Directors shall have the power to appoint one or more
Vice Presidents and to appoint a Cashier and such other officers and employees
as may be required to transact the business of the Association.
The Board of Directors shall have the power to define the
duties of the officers and employees of the Association; to fix the salaries to
be paid to them; to dismiss them; to require bonds from them and to fix the
penalty thereof; to regulate the manner in which any increase in the capital of
the Association shall be made; to manage and administer the business and affairs
of the Association; to make all By-Laws that it may be lawful for them to make;
and generally to do and perform all acts that it may be legal for the Board of
Directors to do and perform.
The Board of Directors, without the approval of the shareholders, but
subject to the approval of the Comptroller of the Currency, shall have the power
to change the location of the main office of the Association to any other place
within the limits of Kansas City, Missouri and to establish or change the
location of any branch or branches to any other location permitted under
applicable law.
SEVENTH: The corporate existence of this Association shall
continue until terminated in accordance with the laws of the United States.
EIGHTH: The Board of Directors of this Association, or any
three or more shareholders owning, in the aggregate, not less than ten percentum
(10%) of the stock of this Association, may call a special meeting of the
shareholders at any time; provided, however, that unless otherwise provided by
law, not less than ten (10) days prior to the date fixed for any such meeting, a
notice of the time, place and purpose of the meeting shall be given by first
class mail, postage prepaid, to all shareholders of record at their respective
addresses as shown upon the books of the Association.
Subject to the provisions of the laws of the United States,
these Articles of Association may be amended at any meeting of the
shareholders, for which adequate notice has been given, by the
affirmative vote of the owners of two-thirds of the stock of this
Association, voting in person or by proxy.
NINTH: Any person, his heirs, executors, or administrators,
may be indemnified or reimbursed by the Association for reasonable
expenses actually incurred in connection with any action, suit, or
proceeding, civil or criminal, to which he or they shall be made a party by
reason of his being or having been a director, officer, or employee of the
Association or any firm, corporation, or organization which he served in any
capacity at the request of the Association; provided, however, that no person
shall be so indemnified or reimbursed in relation to any matter in such action,
suit, or proceeding as to which he shall finally be adjudged to have been guilty
of or liable for gross negligence or willful misconduct or criminal acts in the
performance of his duties to the Association; and, provided further, that no
person shall be so indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding which has been made the subject of a compromise
settlement except with the approval of a court of competent jurisdiction, or the
holders of record of a majority of the outstanding shares of the Association, or
the Board of Directors, acting by vote of directors not parties to the same or
substantially the same action, suit, or proceeding, constituting a majority of
the whole number of the directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law.
T-1 Exhibit 2
Certificate, dated January 10th, 1934, of the Office of Comptroller of the
Currency authorizing the City National Bank and Trust Company of Kansas City to
Commence the business of Banking.
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a national banking
association organized under the laws of the United States of America (formerly
named The City National Bank and Trust Company of Kansas City and the United
Missouri Bank of Kansas City, National Association and United Missouri Bank,
National Association), the undersigned, R. William Bloemker, Assistant Secretary
of said Association, hereby certifies that attached hereto are the following:
1) A true and correct copy of the certificate of the
Comptroller of the Currency, dated December 19,
1972, evidencing a change in corporate title from
The City National Bank and Trust Company of Kansas
City to United Missouri Bank of Kansas City,
National Association;
2) A true and correct copy of the letter of
authorization from the Comptroller of the Currency,
dated April 9, 1991, authorizing the Association to
adopt the name United Missouri Bank, National
Association; and
3) Certified Resolution evidencing recordation of
change of the name of the Association to UMB Bank,
National Association.
Certified under the corporate seal of said Association this 24th day of
October, 1997.
/s/ R. William Bloemker
Assistant Secretary
Certificate, dated December 19, 1972, of the Comptroller of the Currency
evidencing change in corporate title from the City National Bank and Trust
Company of Kansas City to United Missouri Bank of Kansas City, National
Association.
Letter, dated April 9, 1991, from the Comptroller of the currency,
authorizing the Association to adopt the name United Missouri Bank, National
Association.
CERTIFIED RESOLUTION
I hereby certify that the following is an excerpt from a letter dated
October 3, 1994 from the Office of the Comptroller of the Currency (OCC)
confirming the Bank's change of name:
The OCC has recorded that as of October 1, 1994, the title of United
Missouri Bank, National Association, Charter No. 13936, was changed to "UMB
Bank, National Association."
/s/ R. William Bloemker
Assistant Secretary
[SEAL]
T-l Exhibit 3
C E R T I F I C A T E
For and on behalf of UMB Bank, National Association, a national banking
association under the laws of the United States of America, the undersigned, R.
William Bloemker, Assistant Secretary of said Association, hereby certifies that
the attached document is a true and correct copy of the certificate issued by
the Comptroller of the Currency of the United States evidencing its authority to
exercise fiduciary powers under the statutes of the United States.
Certified under the corporate seal of said Association this 24th day of
October, 1997.
/s/ R. William Bleomker
Assistant Secretary
Certificate, dated December 31, 1972, of the Comptroller of the Currency
evidencing the authority of the Association to exercise fiduciary powers under
the statutes of the United States.
T-l Exhibit No. 4
TO WHOM IT MAY CONCERN
The attached ByLaws are the ByLaws for the UMB Bank, National
Association and are current as of this date.
/s/ R. William Bloemker
Assistant Secretary
October 24, 1997
[SEAL]
UMB BANK, NATIONAL ASSOCIATION BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1 - Where Held. All meetings of shareholders of this Association
shall be held at its main banking house in Kansas City, Jackson County,
Missouri, or at such other place as the Board of Directors may from time to time
designate.
Section 1.2 - Annual Meeting. The annual meeting of shareholders shall be
held at 11 o'clock in the forenoon, or at such other time as shall be stated in
the notice thereof, on the third Wednesday of January in each year or, if that
day be a legal holiday, on the next succeeding banking day, for the purpose of
electing a Board of Directors and transacting such other business as may
properly come before the meeting.
Section 1.3 - Special Meetings. Except as otherwise provided by law,
special meetings of shareholders may be called for any purpose, at any time, by
the Board of Directors or by any three or more shareholders owning, in the
aggregate, not less than ten percent (10%) of the outstanding stock in the
Association.
Section 1.4 - Notice of Meetings. Written notice of the time, place, and
purpose of any meeting of shareholders shall be given to each shareholder (a) by
delivering a copy thereof in person to the shareholder, or (b) by depositing a
copy thereof in the U.S. mails, postage prepaid, addressed to the shareholder at
his address appearing on the books of the Association, in either case at least
ten (10) days prior to the date fixed for the meeting.
Section 1.5 - Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting or shareholders, unless otherwise
provided by law. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Association.
Section 1.6 - Adjournment. Any meeting of shareholders may, by majority
vote of the shares represented at such meeting, in person or by proxy, though
less than a quorum, be adjourned from day to day or from time to time, not
exceeding, in the case of elections of directors, sixty (60) days from such
adjournment, without further notice, until a quorum shall attend or the business
thereof shall be completed. At any such adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally called.
Section 1.7 - Voting. Each shareholder shall be entitled to one (1) vote
on each share of stock held, except that in the election of directors each
shareholder shall have the right to cast as many votes, in the aggregate, as
shall equal the number of shares owned by him, multiplied by the number of
directors to be elected, and said votes may be cast for one director or
distributed among two (2) or more candidates. Voting may be in person or by
proxy, but no officer or employee of this Association shall act as proxy.
Authority to vote by proxy shall be by written instrument, dated and filed with
the records of the meeting, and shall be valid only for one meeting, to be
specified therein, and any adjournments of such meeting.
ARTICLE II
Directors
Section 2.1 - Number and Qualifications. The Board of Directors
(hereinafter sometimes referred to as the "Board") shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number,
within such limits, to be fixed and determined from time to time by resolution
of a majority of the full Board of Directors or by resolution of the
shareholders at any meeting thereof; provided, however, that a majority of the
full Board of Directors shall not increase the number of directors to a number
which: (a) exceeds by more than two (2) the number of directors last elected by
shareholders where such number was fifteen (15) or less; or (b) exceeds by more
than four (4) the number of directors last elected by shareholders where such
number was sixteen (16) or more. No person who has attained the age of seventy
(70) shall be eligible for election to the Board of Directors unless such person
is actively engaged in business at the time of his election, but any person not
so disqualified at the time of his election as a director shall be entitled to
serve until the end of his term. All directors shall hold office for one (1)
year and until their successors are elected and qualified.
Section 2.2 - Advisory Directors. The Board of Directors may
appoint Advisory Directors, chosen from former directors of the Association or
such other persons as the Board shall select. The Advisory Directors shall meet
with the Board at all regular and special meetings of the Board and may
participate in such meetings but shall have no vote. They shall perform such
other advisory functions and shall render such services as may from time to time
be directed by the Board.
Section 2.3 - Powers. The Board shall manage and administer the business
and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and
may be exercised by said Board. It may not delegate responsibility for its
duties to others, but may assign the authority and responsibility for various
functions to such directors, committees and officers or other employees as it
shall see fit.
Section 2.4 - Vacancies. In case of vacancy occurring on the Board through
death, resignation, disqualification, disability or any other cause, such
vacancy may be filled at any regular or special meeting of the Board by vote of
a majority of the surviving or remaining directors then in office. Any director
elected to fill a vacancy shall hold office for the unexpired term of the
director whose place was vacated and until the election and qualification of his
successor.
Section 2.5 - Organization Meeting. Following the annual meeting of
shareholders, the Corporate Secretary shall notify the directors elect of their
election and of the time and place of the next regular meeting of the Board, at
which the new Board will be organized and the members of the Board will take the
oath required by law, after which the Board will appoint committees and the
executive officers of the Association, and transact such other business as may
properly come before the meeting; provided, however, that if the organization
meeting of the Board shall be held immediately following the annual meeting of
shareholders, no notice thereof shall be required except an announcement thereof
at the meeting of directors.
Section 2.6 - Regular Meetings. The regular meetings of the Board of
Directors shall be held, without notice except as provided for the organization
meeting, on the third Wednesday of each month at the main banking house in
Kansas City, Jackson County, Missouri. When any regular meeting of the Board
falls upon a holiday, the meeting shall be held on the next banking day, unless
the Board shall designate some other day. A regular monthly meeting of the
Board may, by action of the Board at its preceding meeting, be postponed to a
later day in the same month.
Section 2.7 - Special Meetings. Special meetings of the Board may be
called by the Corporate Secretary on direction of the President or of the
Chairman of the Board, or at the request of three (3) or more directors. Each
member of the Board shall be given notice, by telegram, letter, or in person,
stating the time, place and purpose of such meeting.
Section 2.8 - Quorum. Except when otherwise provided by law, a majority of
the directors shall constitute a quorum for the
transaction of business at any meeting, but a lesser number may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice.
Section 2.9 - Voting. A majority of the directors present and voting at
any meeting of the Board shall decide each matter considered. A director may
not vote by proxy.
Section 2.10 - Compensation of Directors. The compensation to be paid the
directors of the Association for their services shall be determined from time to
time by the Board.
ARTICLE III
Committees Appointed by the Board
Section 3.1 - Standing Committees. The standing committees of this
Association shall be the Management Committee, Executive Committee, the
Officers' Salary Committee, the Discount Committee, the Bond Investment
Committee, the Trust Policy Committee, the Bank Examining Committee and the
Trust Auditing Committee. The members of the standing committees shall be
appointed annually by the Board of Directors at its organization meeting, or, on
notice, at any subsequent meeting of the Board, to serve until their respective
successors shall have been appointed. The President and the Chairman of the
Board shall be, ex officio, members of all standing committees except the Bank
Examining Committee and the Trust Auditing Committee. Each standing committee
shall keep minutes of its meetings, showing the action taken on all matters
considered. A report of all action so taken shall be made to the Board, and a
copy of such minutes shall be available for examination by members of the Board.
Section 3.2 - Management Committee. The Management Committee shall consist
of such executive officers of the Association as shall be designated by the
Board. One of the members of the Committee shall be designated by the Board as
Chairman. The Committee may adopt policies (not inconsistent with policies and
delegations of authority prescribed by these By-Laws or by the Board) with
respect to the executive and administrative functions of the Association, and in
general, it shall coordinate the performance of such functions in and among the
various departments of the Association, assisting and advising the executive
officers or department heads upon matters referred to it by such officers or
department heads. The Committee shall make reports and recommendations to the
Board upon such policies or other matters as it deems advisable or as may be
referred to it by the Board, and shall have such other powers and duties as may
be delegated or assigned to it by the Board from time to time. The secretary of
the Committee may be designated by the Board, or, in default thereof, by the
Committee, and may but need not be a member thereof.
Section 3.3 - Executive Committee. The Executive Committee shall consist
of such executive officers of the Association as shall be designated by the
Board. One of the members of the Committee shall be designated by the Board as
Chairman. The Committee shall carry out such responsibilities and duties as the
Management Committee shall delegate to it, from time to time.
Section 3.4 - Officers' Salary Committee. The Officers' Salary Committee
shall consist of such directors and officers of the Association as may be
designated by the Board. It shall study and consider the compensation to be
paid to officers of the Association and shall make recommendations to the Board
with respect thereto and with respect to such other matters as may be referred
to it by the Board.
Section 3.5 - Discount Committee. The Discount Committee shall consist of
such directors and officers as shall be designated by the Board of Directors.
It shall have the power to discount and purchase bills, notes and other
evidences of debt; to buy and sell bills of exchange; to examine and approve
loans and discounts; and to exercise authority regarding loans and discounts
held by the Association. At each regular meeting of the Board, the Board shall
approve or disapprove the report filed with it by the Discount Committee and
record its actions in the minutes of its meeting. The powers and authority
conferred upon the Discount Committee by this Section may, with the approval of
the Board of Directors, be assigned or delegated by it, to officers of the
Association, subject to such limits and controls as the Committee may deem
advisable.
Section 3.6 - Bond Investment Committee. The Bond Investment
Committee shall consist of such directors and officers as shall be designated by
the Board of Directors. It shall have power to buy and sell bonds, to examine
and approve the purchase and sale of bonds, and to exercise authority regarding
bonds held by the Association. At each regular meeting of the Board, the Board
shall approve or disapprove the report filed with it by the Bond Investment
Committee and record its action in the minutes of its meeting.
Section 3.7 - Trust Policy Committee. The Trust Policy Committee shall
consist of such directors and officers of the Association as shall be designated
by the Board of Directors. Such committee shall have and exercise such of the
Bank's fiduciary powers as may be assigned to it by the Board, with power to
further assign, subject to its control, the exercise of such powers to other
committees, officers and employees. The action of the Trust Policy Committee
shall, at all times, be subject to control by the Board.
Section 3.8 - Bank Examining Committee. The Bank Examining
Committee shall consist of such directors of the Association as shall be
designated by the Board, none of whom shall be an active officer of the
Association. It shall make suitable examinations at least once during each
period of twelve (12) months of the affairs of the Association or cause a
suitable audit to be made by auditors responsible only to the Board of
Directors. The result of such examinations shall be reported in writing, to the
Board at the next regular meeting thereafter and shall state whether the
Association is in a sound and solvent condition, whether adequate internal
controls and procedures are being maintained, and shall recommend to the Board
such changes as the Committee shall deem advisable. The Bank Examining
Committee, with the approval of the Board of Directors, may employ a qualified
firm of certified public accountants to make an examination and audit of the
Association. If such a procedure is followed, the annual examination of
directors, will be deemed sufficient to comply with the requirements of this
section of the By-Laws.
Section 3.9 - Trust Auditing Committee. The Trust Auditing
Committee shall consist of such directors of the Association as shall be
designated by the Board, none of whom shall be an active officer of the
Association. At least once during each calendar year, and within fifteen (15)
months of the last such audit, the Trust Auditing Committee shall make suitable
audits of the Trust Departments or cause suitable audit to be made by auditors
responsible only to the Board of Directors, and t such time shall ascertain
whether the Departments have been administered in accordance with law, the
Regulations of the Comptroller and sound fiduciary practices. As an
alternative, in lieu of such periodic audits, the Board may elect to adopt an
adequate continuous audit system.
Section 3.10 - Other Committees. The Board may appoint, from time to time,
from its own members or from officers of the Association, or both, other
committees of one or more persons for such purposes and with such powers as the
Board may determine.
Section 3.11 - Compensation of Committee Members. The Board shall
determine the compensation to be paid to each member of any
committee appointed by it for services on such committee, but no such
compensation shall be paid to any committee member who shall at the time be
receiving a salary from the Association as an officer thereof.
ARTICLE IV
Officers and Employees
Section 4.1 - Chairman of the Board. The Board of Directors shall appoint
one of its members (who may, but need not, be President of the Association) as
Chairman of the Board. He shall preside at all meeting of the Board of
Directors and shall have general executive powers and such further powers and
duties as from time to time may be conferred upon, or assigned to, him by the
Board of Directors. He shall be, ex officio, a member of all standing
committees except the Bank Examining Committee and the Trust Auditing Committee.
Section 4.2 - President. The Board of Directors shall appoint one of its
members to be the President of this Association. The President shall be the
chief executive officer of the Association, except as the Board of Directors may
otherwise provide, and shall have and may exercise any and all other powers and
duties pertaining to such office. He shall also have and may exercise such
further powers and duties as from time to time may be conferred upon, or
assigned to, him by the Board of Directors. He shall be, ex officio, a member
of all standing committees except the Bank Examining Committee and the Trust
Auditing Committee.
Section 4.3 - Chairman of the Executive Committee. The Board of Directors
may appoint a Chairman of the Executive Committee, who shall have general
executive powers and shall have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned to, him by the Board of
Directors.
Section 4.4 - Vice Presidents. The Board of Directors shall
appoint one or more Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to him by the Board and may be given such
descriptive or functional titles as the Board may designate.
Section 4.5 - Trust Officers. The Board of Directors shall appoint one or
more Trust Officers. Each Trust Officer shall have such powers and duties as
may be assigned to him by the Board of Directors in accordance with the
provisions of Article V. The Trust Officers may be given such descriptive or
functional titles as the Board may designate.
Section 4.6 - Corporate Secretary. The Board of Directors shall appoint a
Corporate Secretary. The Corporate Secretary shall be responsible for the
minutes book of the Association, in which he shall maintain and preserve the
organization papers of the Association, the Articles of Association, the
By-Laws, minutes of regular and special meetings of the shareholders and of the
Board of Directors, and reports by officers and committees of the Association to
the shareholders and to the Board of Directors. He shall attend all meetings of
the shareholders and of the Board of Directors and shall act as the clerk of
such meetings and shall prepare and sign the minutes of such meetings. He shall
have custody of the corporate seal of the Association and of the stock transfer
books, except as given to the Comptroller's Department or the Corporate Trust
Department to act as transfer agent and registrar of the Association's capital
stock, and of such other documents and records as the Board of Directors shall
entrust to him. The Secretary shall give such notice of meetings of the
shareholders and of the Board of Directors as is required by law, the Articles
of the Association and the By-Laws. In addition, he shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
The Assistant Secretaries shall render the Corporate Secretary such assistance
as he shall require in the performance of his office. During his absence or
inability to act, the Assistant Secretaries shall be vested with the powers and
perform the duties of the Corporate Secretary.
Section 4.7 - Cashier. The Board of Directors may appoint a
Cashier. He shall have such powers and shall perform such duties as may be
assigned to him by resolution of the Board of Directors.
Section 4.8 - Comptroller. The Board of Directors shall appoint a
Comptroller. The Comptroller shall institute and maintain the accounting
policies and practices established by the Board of Directors. He shall
maintain, or cause to be maintained, adequate records of all transactions of the
Association. He shall be responsible for the preparation of reports and
returns to taxing and regulatory authorities, and at meetings of the Board of
Directors shall furnish true and correct statements of condition and statements
of operations of the Association and such further information and data, and
analyses thereof, as the Board of Directors may require. He shall have custody
of the Association's insurance policies. In addition, the Comptroller shall
perform such other duties as may be assigned to him, from time to time by the
Board of Directors. The Assistant Comptroller(s) shall render the Comptroller
such assistance as he shall require in the performance of the duties of his
office and, during his absence or inability to act, the Assistant
Comptroller(s), in the order designated by the Board of Directors, shall be
vested with the powers and perform the duties of the Comptroller.
Section 4.9 - Auditor. The Board of Directors shall appoint an Auditor of
the Association. He shall see that adequate audits of the Association are
currently and regularly made and that adequate audit systems and controls are
established and maintained. He shall examine each department and activity of
the Association and may inquire into transactions affecting the Association
involving any officer or employee thereof. The Board, however, may, in lieu of
appointing an Auditor, assign the duties thereof to the Auditor of the parent
company of the Association.
Section 4.10 - Other Officers. The Board of Directors may appoint one or
more Assistant Vice Presidents, one or more Assistan Trust Officers, one or
more Assistant Secretaries, one or more Assistant Cashiers, and such other
officers and Attorneys-In-Fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. The power to appoint such assistant or the additional officers may
be delegated to the Chairman of the Board or the President, or to such other
executive officer or officers as the Board may designate, but the power to
appoint any officer of the Audit Department or any Assistant Secretary may not
be so delegated. Any officer and Attorney-In-Fact appointed as herein provided
shall exercise such powers and perform such duties as pertain to his office or
as may be conferred upon or assigned to him by the Board of Directors of by the
officer authorized to make such appointment.
Section 4.11 - Tenure of Office. The Chairman of the Board and the
President shall hold office for the current year for which Board of
Directors of which they are members was elected, unless either of them shall
resign, become disqualified or be removed, and any vacancy occurring in either
of such offices shall be filled promptly by the Board of Directors. All other
officers of the Association shall serve at the pleasure of the Board of
Directors.
Section 4.12 - Compensation of Officers. The compensation of the officers
of the Association shall be fixed and may be altered, from time to time, by the
Board of Directors or, in the case of officers appointed by another officer, as
authorized by Section 4.10 of this Article, by the officer or officers making
such appointment, subject to the supervisory control of, and in accordance with
the policies established by, the Board.
Section 4.13 - Combining Offices. The Board of Directors, in its
discretion, may combine two or more offices and direct that they be filled by
the same individual, except that (a) the office of Corporate Secretary shall not
be combined with that of the Chairman of the Board or of the President and (b)
the office of Auditor shall not be combined with any other office.
Section 4.14 - Succession. During the absence of the Chairman of the
Board, or such other officer designated as Chief Executive Officer, all of the
duties pertaining to his office under these By-Laws and the resolutions of the
Board of Directors shall, subject to the supervisory control of the Board,
devolve upon, and be performed by, the officers, successively, who are next in
the order of authority as established by the Board of Directors from time to
time, or, in the absence of an order of authority so established, in the order
of Chairman of the Board, President and Chairman of the Executive Committee as
may be applicable in the particular case.
Section 4.15 - Clerks and Agents. Any one of the Chairman of the Board,
President or Chairman of the Executive Committee, or any
officer of the Association authorized by them, may appoint and dismiss all or
any clerks, agents and employees and prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.
Section 4.16 - Requiring Bond. The Board of Directors shall
require such officers and employees of the Association as it shall
designate to give bond, of suitable amount, with security to be approved by the
Board, conditioned for the honest and faithful discharge by each such officer or
employee of his respective duties. In the discretion of the Board, such bonds
may be in blanket form and the premiums may be paid by the Association. The
amount of such bonds, form of coverage, and the company acting as surety
therefor, shall be reviewed by the Board of Directors each year.
ARTICLE V
Administration of Trust Powers
Section 5.1 - Trust Department. Organization. There shall be one or more
departments of the Association which shall perform the
fiduciary responsibilities of the Association.
Section 5.2 - Management of Department. The Board of Directors shall be
responsible for the management and administration of the Trust Department or
Departments, but is may assign or delegate such of its powers and authority to
the Trust Policy Committee and to such other committees and officers of the
Association as it may deem advisable.
Section 5.3 - Department Heads. The Board of Directors shall
designate one of the Trust Officers as the chief executive of each Trust
Department. His duties shall be to manage, supervise and direct all activities
of such Department, subject to such supervision as may be vested in the Trust
Policy and other committees. He shall do, or cause to be done, all things
necessary or proper in carrying on the business of such Department in accordance
with provisions of law, applicable regulations and policies established by
authority of the Board. He shall act pursuant to opinions of counsel where such
opinion is deemed necessary. He shall be responsible for all assets and
documents held by the Association in connection with fiduciary matters, in such
Department, except as otherwise provided in this Article V.
Section 5.4 - Custody of Securities. The Board of Directors shall
designate two or more officers or employees of the Association to have joint
custody of the investments of each trust account administered by the Trust
Department or Departments.
Section 5.5 - Trust Department Files. There shall be maintained in each
Trust Department files containing all fiduciary records necessary to assure that
it fiduciary responsibilities have been properly undertaken and discharged.
Section 5.6 - Trust Investments. Funds held in a fiduciary
capacity shall be invested in accordance with the instrument establishing the
fiduciary relationship and governing law. Where such instrument does not
specify the character and class of investments to be made and does not vest in
the Association a discretion in the matter, funds held pursuant to such
instrument shall be invested in investments in which corporate fiduciaries may
invest under the laws of the State of Missouri and the decisions of its courts.
ARTICLE VI
Stock and Stock Certificates
Section 6.1 - Transfers. Shares of the capital stock of the
Association shall be transferable only on the books of the
Association, and a transfer book shall be kept in which all transfers of stock
shall be recorded.
Section 6.2 - Stock Certificates. Certificates of stock shall bear the
signatures of (i) the Chairman of the Board, the President or any Vice
President, and (ii) the Secretary, Cashier, any Assistant Secretary, or any
other officer appointed by the Board of Directors for that purpose; and the seal
of the Association shall be impressed, engraved, or printed thereon. Such
signatures may be manual or engraved, printed or otherwise impressed by
facsimile process; but if both of the required signatures are by facsimile then
such certificates shall be manually countersigned by the person or persons
thereunto authorized by the Board of Directors. Certificates bearing the
facsimile signature of an authorized officer may be validly issued even though
the person so named shall have ceased to hold such office at the time of
issuance. Each certificate shall recite on its face that the stock represented
thereby is transferable only upon the books of the Association upon the
surrender of such certificate properly endorsed.
Section 6.3 - Closing Transfer Books or Fixing Record Date. The Board of
Directors shall have power to close the transfer books of the Association for a
period not exceeding thirty (30) days preceding the date of any meeting of
shareholders, or the date of payment of any dividend, or the date of allotment
of rights, or the date when any change or conversion of exchange of shares shall
go into effect; provided, however, that in lieu of closing the said transfer
books, the Board of Directors may fix, in advance, a date, not exceeding thirty
(30) days preceding the date of any such event, as record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting (and any adjournment thereof), or entitled to receive payment of
any such dividend or allotment of such rights, or to exercise rights in respect
of any such change, conversion or exchange of shares, and in such case, only
such shareholders as shall be shareholders of record at the close of business on
the date of closing the transfer books or on the record date so fixed shall be
entitled to notice of, and to vote at, such meeting (and any adjournment
thereof), or to receive payment of such dividend or allotment of such rights, or
to exercise such rights, as the case may be.
ARTICLE VII
Corporate Seal
Section 7.1 - Authority to Affix. The President, the Corporate Secretary,
the Cashier, and any Assistant Secretary or other officer designated by the
Board of Directors, shall have authority to affix the corporate seal on any
document requiring such seal, and to attest the same. The seal shall be
substantially in the following form:
ARTICLE VIII
Miscellaneous Provisions
Section 8.1 - Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 8.2 - Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Association by the Chairman of the Board,
the President, any Vice President, or the Cashier; and, if in connection with
the exercise of fiduciary owers of the Association, by any of said officers or
by any authorized officer of the Trust Department or Departments. Any such
instruments may also be executed, acknowledged, verified, delivered, or accepted
on behalf of the Association in such other manner and by such other officers as
the Board of Directors may from time to time direct. The provisions of this
Section are supplementary to any other provisions of these By-Laws.
Section 8.3 - Banking Hours. The Association shall be open for business on
such days and during such hours as may be prescribed by resolution of the Board
of Directors. Unless and until the Directors shall prescribe other and
different banking hours, this Association's main office shall be open for
business from 9:30 o'clock a.m. to 2:00 o'clock p.m. of each day, except Fridays
when the hours shall be from 9:30 o'clock a.m. to 6:00 o'clock p.m., and except
that the Association shall be closed on Saturdays and Sundays, and, with the
approval of the Board on days recognized by the laws of the State of Missouri as
public holiday.
ARTICLE IX
By-Laws
Section 9.1. - Inspection. A copy of the By-Laws, with all
amendments thereto, shall at all times be kept in a convenient place at the main
office of the Association and shall be open for inspection to all shareholders
during banking hours.
Section 9.2 - Amendments. The By-Laws may be amended, altered or repealed
by vote of a majority of the entire Board of Directors at any meeting of the
Board, provided that ten (10) days' written notice of the proposed change has
been given to each Director. No amendment may be made unless the By-Laws, as
amended, is consistent with the requirements of the laws of the United States
and with the provisions of the Articles of the Association. A certified copy of
all amendments to the By-Laws shall be forwarded to the Comptroller of the
Currency immediately after adoption.
10-1-94
T-l Exhibit 6
Consent of Trustee
Pursuant to Section 32l(b) of the Trust Indenture Act of l939, UMB Bank,
National Association, a national bank organized under the laws of the United
States, hereby consents that reports of examinations by the Comptroller of the
Currency, of the Federal Deposit Insurance Corporation, and any other federal,
state, territorial or district authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
UMB BANK, NATIONAL ASSOCIATION
BY: Frank C. Bramwell, Senior Vice President
Frank C. Bramwell, Senior Vice President
Date: October 24, 1997
T-1 Exhibit 7
Title of Bank: UMB BANK, N.A. Call Date: 6/30/97
ST BK: 29-2668 FFIEC 032
Address: P. O. Box 419226 Page RC-1
State Zip: KANSAS CITY, MO 64141-6226
Certificate No.: /1/3/6/0/1
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Bank for June 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in Thousands 3 RCON Bil Mil Thou
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-beering balances and currency and coin 0081 599,551
b. Interest-bearing balances (2) 0071 2,091
2. Securities /////////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 117,361
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 1,058,027
3. Federal funds sold and securities purchased under agreements to resell: ////////////////////
a. Federal funds sold 0276 228,113
b. Securities purchased under agreements to resell 0277 0
4. Loans and lease financing receivables: /////////////////////
a. Loans and leases, net of unearned income
(from Schedule RC-C) RCON 2122 1,642,963 /////////////////////
b. LESS: Allowance for loan and lease losses .........RCON 3123 17,233 /////////////////////
c. LESS: Allocated transfer risk reserve..............RCON 3128 0 /////////////////////
d. Loans and leases, net of unearned income, /////////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 1,625,730
5. Trading assets (from Schedule RC-D) 3545 104,895
6. Premises and fixed assets (including capitalized leases) 2145 110,461
7. Other real estate owned (from Schedule RC-M) 2150 3,066
8. Investments in unconsolidated subsidiearies and associated companies
(from Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 3,293
10. Intangible assets (from Schedule RC-M) 2143 32.710
11. Other assets (from Schedule RC-F 2160 69,242
12. Total assets (sum of items 1 through 11) 2170 3,954,560
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
CONTINUED ON NEXT PAGE
Legal Title of Bank: UMB BANK, N.A. Call Date: 6/30/9
ST-BK: 29-2668 FFIEC 032
Address: P. O. Box 419226
Page RC-2
City, State Zip: KANSAS CITY, MO 64141-6226
FDIC Certificate No.: /1/3/6/0/1
Schedule RC--Continued
Dollar Amounts in Thousands 3 RCON Bil Mil Thou
LIABILITIES ////////////////////
13. Deposits: ///////////////////
a. In domesteic offices (sum of totals of columns A and C from Schedule RC-E) 2200 2,970,848
(1) Noninterest-bearing(1).................................. RCON 6631 1,251,087 ////////////////////
(2) Interest-bearing........................................ RCON 6636 1,719,761 ///////////////////
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ////////////////////
(1) Non-interest-bearing ////////////////////
(2) Interest-bearing ////////////////////
14. Federal funds purchased and securities sold under agreements to repurchase: ///////////////////
a. Federal funds purchased 2800 584,356
15. a. Demand notes issued to the U. S. Treasury 2840 0
b. Trading liabilities (from Schedule RC-D) 3548 0
16. Other borrowed money: ////////////////////
a. With original maturity of one year or less. 2332 0
b. With original maturity of more than one year 2333 0
17. Mortgage indebtedness and obligations under capitalized leases 2910 0
18. Bank's liability on acceptances executed and outstanding 2920 3,293
19. Subordinated notes and debentures 3200 0
20. Other liabilities (from Schedule RC-G) 2930 48,860
21. Total liabilities (sum of items 13 through 20) 2948 3,607,357
////////////////////
22. Limited-life preferred stock and related surplus 3282 0
EQUITY CAPITAL ////////////////////
23. Perpetual preferred stock and related surplus 3838 0
24. Common stock 3230 16,500
25. Surplus (exclude all surplus related to preferred stock) 3839 133,822
26. a. Undivided profits and capital reserves 3632 198,057
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (1,176)
27. Cumulative foreign currency translation adjustments ////////////////////
28. Total equity capital (sum of items 23 through 27) 3210 347,203
29. Total liabilities, limited-life preferred stock, and equity capital ////////////////////
(sum of items 21, 22, and 28) 3300 3,954,560