EXHIBIT 25.B
FORM T - 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)______
COMMERCE BANK, NATIONAL ASSOCIATION
(exact name of trustee as specified in its charter)
NATIONAL BANKING ASSOCIATION
(State of incorporation if not a national bank)
44-0206815
(I.R.S. employer identification No.)
1000 WALNUT STREET, KANSAS CITY, MISSOURI
(Address of principal executive offices)
64106
(Zip Code)
William E. Ekey
922 Walnut Street, Kansas City, MO 64106 (816) 234-2102
(Name, Address and telephone number of agent for service)
Farmland Industries, Inc.
(Exact name of obligator as specified in its charter)
Kansas
(State or other jurisdiction of incorporation or organization)
44-0209330
(I.R.S. Employer Identification No.)
3315 North Oak Trafficway, Kansas City, Missouri
(Address of principal executive offices)
64116
(Zip Code)
Subordinated Debt Securities
(Title of the indenture securities)
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.
Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Kansas City,
Kansas City, Missouri
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporation trust
powers.
Yes. As authorized by the Comptroller of the Currency,
effective June 30, 1972. Previously organized as a trust
company under the Laws of the State of Missouri.
ITEM 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate
of the trustee, describe each such affiliation.
NONE
ITEM 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of October 31, 1996
___________________________________________________________________________
COL. A. COL. B.
Title of class Amount Outstanding
Capital Stock - par $20 900,000 Shares
ITEM 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such
other indenture.
FARMLAND INDUSTRIES, INC.
(F.K.A. Consumers Cooperative Association)
Subordinated Certificates of Investment (under Indenture dated February 25,
1970, as amended by Supplemental Indenture dated April 1, 1970) 8-1/2%, due 10
years from date of issue
and
Subordinated Monthly Interest Certificate (under Indenture dated
November 29, 1971, amended by Supplemental Indenture dated December 22, 1971,
as amended by Amended Indenture dated January 6, 1972), 7-1/2%, due 10 years
from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated
July 29, 1974) 8-1/2%, due 10 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated
July 29, 1974) 9%, due 15 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated July 29,
1974) 9-1/2% due 20 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated November 29,
1976) 9-1/2%, due 20 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated October 24,
1979) 10-1/2%, due 25 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated October 24,
1978, as amended by Supplemental Indemniture dated December 21, 1978) 9-1/2%,
due 20 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated May 20,
1980) due 10 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated November 5,
1980) due 5 years from date of issue
and
Subordinated Capital Investment Certificates (under Indenture dated November 5,
1980) due 20 years from date of issue
and
Subordinated Monthly Income Capital Investment Certificates (under Indenture
dated November 5, 1980) due 10 years from date of issue
and
Subordinated Individual Retirement Account Certificates (under Indenture dated
November 20, 1981) due 10 years from date of issue
and
Subordinated Monthly Income Capital Investment Certificates (under Indenture
dated November 11, 1985) due 5 years from date of issue
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310 (b) (1) of the
Act arises as a result of the trusteeship under any such other indenture,
including a statement as to how the securities will rank with the securities
issued under such other indenture.
The securities issued, or to be issued, under the indentures named herein are
wholly unsecured and rank equally with each other without priority.
ITEM 5. Interlocking directorates and similar relationships with
obligor or underwriters.
If the trustee or any of the directors or executive officers of he
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the nature of
each such connection.
H. D. Cleberg, President and CEO of Farmland Industries, Inc.is a director of
Commerce Bank of Kansas City, N.A.
ITEM 6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by the obligor and each director, partner
and executive officer of the obligor.
As of October 10, 1997
___________________________________________________________________________
COL. A. COL. B. COL. C. COL. D.
Amount Percentage of voting
Name of Title of owned securities represented by
owner class beneficially amount given in Col. C.
NONE
[The remainder of this page was intentionally left blank]
ITEM 7. Voting securities owned by underwriters or their officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer or
each underwriter.
As of October 10, 1997
___________________________________________________________________________
COL. A. COL. B. COL. C. COL. D.
Percentage of voting
securities represented
Name of Title of Amount Owned by amount given in
owner class beneficially Col. C.
NONE
ITEM 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to the securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee.
As of October 10, 1997
___________________________________________________________________________ COL.
A. COL. B. COL. C. COL. D.
Whether the Amount owned Percent of
securities are beneficially or held as class represented
Title of voting or non- collateral security for by amount given
class voting securities obligations in default in Col. C.
NONE
ITEM 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds collateral security
for obligations in default any securities of an underwriter
for the obligor, furnish the following information as to each
class of securities of such underwriter any of which are so
owned or held by the trustee.
As of October 10, 1997
__________________________________________________________________________
COL. A. COL. B. COL. C. COL. D.
Amount owned beneficially Percent of
Name of issuer or held as collateral class represented
and Amount security for obligations by amount given
title of class outstanding in default by trustee in Col. C.
NONE
ITEM 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities or the obligor
or (2) is an affiliate, other than a subsidiary or the obligor, furnish the
following information as to the voting securities of such person.
As of October 10, 1997
___________________________________________________________________________
COL. A. COL. B. COL. C. COL. D.
Amount owned beneficially Percent of
Name of issuer or held as collateral class represented
and Amount security for obligations by amount given
title of class outstanding in default by trustee in Col. C.
NONE
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.
If the trustee owns beneficially or 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 securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee.
As of October 10, 1997
___________________________________________________________________________
COL. A. COL. B. COL. C. COL. D.
Amount owned beneficially Percent of
Name of issuer or held as collateral class represented
and Amount security for obligations by amount given
title of class outstanding in default by trustee in Col. C.
NONE
ITEM 12. Indebtedness of the Obligor to the Trustee
Except as noted in the instructions, if the obligor is indebted to
the trustee, furnish the following information:
__________________________________________________________________________ COL.
A. COL. B. COL. C
Nature of Indebtedness Amount Outstanding Date Due
Unsecured Line of Credit $953,854 11/28/97
Unsecured Line of Credit $933,277 10/21/97
Unsecured Line of Credit $675,007 10/27/97
ITEM 13. Defaults by the Obligor
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default
There is not currently, nor has there been a default with
respect to the securities under the indentures.
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether thee has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
There has been no default under any of the securities for
which the Trustee is a Trustee under any other indenture.
ITEM 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
No underwriter is an affiliate of the trustee.
ITEM 15. Foreign Trustee
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not applicable.
ITEM 16. List of Exhibits:
1. A copy of the articles of association of the trustee as
now in effect.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the articles of
association.
3. A copy of the authorization of the trustee to exercise
corporate trust powers.
4. A copy of the existing By-Laws of the trustee or instru-
ments corresponding thereto.
5. A copy of each indenture referred to in Item 4 hereof.
6. The consents of the trustee required by Section 321(b)
of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of the
supervising examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Commerce Bank, National Association, a banking association organized
and existing under the laws of the United States, 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 10th
day of October, 1997.
COMMERCE BANK,
NATIONAL ASSOCIATION
By /s/William E. Ekey
William E. Ekey
Vice-President
EXHIBIT 1
COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT
ARTICLES OF ASSOCIATION
Commerce Bank, National Association
(Charter #18112)
For the purpose of organizing an Association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:
FIRST. The title of this Association shall be Commerce Bank, National
Association.
SECOND. The main office of the Association shall be in the City of Kansas
City, County of Jackson, State of Missouri. The general business of the
Association shall be conducted at its main office and its branches.
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 annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors.
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any shareholder of any outstanding class of capital stock of
the bank entitled to vote for election of directors.
FIFTH. The authorized amount of capital stock of this Association shall be
100,000 shares of common stock of the par value of one hundred dollars ($100.00)
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.
No holder of shares of the capital stock of any class of the corporation
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of the corporation, whether now or hereafter authorized, or
to any obligations convertible into stock of the corporation, issued or sold,
nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion, may from time to time determine and at
such price as the Board of Directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members President
of this Association, who shall be Chairman of the Board, unless the Board
appoints another director to be the Chairman. 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
this 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 of 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 a Board of
Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Kansas City,
Missouri, without the approval of the shareholders, and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any shareholder
owning, in the aggregate, not less than 25 per cent of the stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.
TENTH. This Association shall, to the fullest extent permissible under The
General and Business Corporation Law of Missouri, (a) indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, other than an action by or in the right
of the corporation, by reason of the fact that such person is or was a director,
officer or employee of this Association, or is or was serving at the request of
this Association as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Association, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, and (b) indemnify any person who was or is a party or is
threatened to be made a party to any threatened pending or completed action or
suit by or in the right of the Association to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer or employee of
the Association or is or was serving at the request of the Association as a
director, officer or employee of another corporation against expenses and
amounts paid in settlement actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Association, and indemnification shall be made in the event of
negligence or misconduct in the performance of duties to the corporation only to
the extent that the court in which the action or suit was brought determines
upon application that the person is fairly and reasonably entitled to indemnity
for such expenses; provided, however, that no such indemnification shall be
available to any person against expenses or civil money penalties arising from
final orders in an administrative proceeding or action instituted by an
appropriate bank regulatory agency assessing such civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association; and, provided further, that all advances to an
officer, director or employee to indemnify such party against expenses incurred
in an action instituted by the Comptroller of the Currency shall be made subject
to reimbursement if a final order is entered assessing civil money penalties or
requiring payments to be made to this Association and before any advances are
made the Board of Directors of this Association in good faith has determined in
writing that all the following conditions are met:
1. The officer, director or employee has a substantial likelihood of
prevailing on the merits;
2. In the event the officer, director or employee does not prevail, he or she
will have the financial capability to reimburse this Association; and
3. Payment of expenses by this Association will not adversely affect the
Association's safety and soundness;
and provided further, the Association may purchase insurance covering the
liability of its directors, officers, or employees, and pay the premiums
therefor, to the extent authorized under The General and Business Corporation
Law of Missouris, except that any such insurance shall exclude insurance
coverage for a formal order assessing civil money penalties against a bank
director or employee.
ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
EXHIBIT 2
COPY OF THE CHARTER
There is a document called "Comptroller of the Currency that can not be put in
ASCII. It is a picture of the certificate which is dated January 4, 1996
EXHIBIT 3
COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
This is a picture copy of a letter dated June 29, 1972 from Mr. Dean E. Miller,
Deputy Comptroller of the Currency for Trustee, Administrator of National Banks
EXHIBIT 4
COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE
OR INSTRUMENTS CORRESPONDING THERETO
COMMERCE BANK, N.A., Kansas City, Missouri
By-Laws as amended thru October 31, 1996
BY-LAWS OF
COMMERCE BANK, NATIONAL ASSOCIATION
KANSAS CITY, MISSOURI
BY-LAWS OF
COMMERCE BANK, NATIONAL ASSOCIATION
KANSAS CITY, MISSOURI
ARTICLE I
STOCKHOLDERS' MEETING
Section 1.1 Stockholders' Annual Meeting. The annual meeting of the
stockholders of this Association for the election of directors and the
transaction of other business shall be held at the offices of the Association in
Kansas City, Missouri, on the third Tuesday of February in each year, and shall
be convened by the Chairman of the Board or the President at the hour of ten
o'clock A.M.
Section 1.2 Special Meetings of Stockholders. Special meetings of
the stockholders may be called by the Chairman of the Board or the President at
any time, and shall be called whenever so directed by resolution of the Board of
Directors, or whenever stockholders holding a majority of the capital stock
issued and outstanding, request either of them in writing so to do.
Section 1.3 Notice. Notice of each annual and each special meeting
of stockholders shall be given by the Secretary as required by law; provided,
that notice of any meeting of stockholders may be waived by any stockholder
executing a written waiver of notice either before, during or after such
meeting.
Section 1.4 Votes. Each share of stock shall entitle its owner to
one vote, and in case of election for Directors, each stockholder shall have the
right to cast as many votes in the aggregate as shall equal the number of shares
held by such stockholder, multiplied by the number of directors to be elected,
and may cast the whole number of votes, in person or by proxy, for one candidate
or distribute them among two or more.
Section 1.5 Proxies. Stockholders may vote at any meeting of the
stockholders by proxies duly authorized in writing; provided, however, that each
proxy shall be valid only for the specific meeting of stockholders specified
therein and at any adjournments of such meeting, and, provided further, that no
officer or employee of this Association shall act as proxy. Proxies shall be
dated and shall be filed with the records of the meeting.
ARTICLE II
DIRECTORS
Section 2.1 Board of Directors. The affairs of this Association
shall be controlled and managed by a Board of Directors (hereinafter referred to
as the "Board") consisting of not less than five nor more than twenty-five
shareholders, the exact number within such minimum and maximum limits to be
fixed and determined from time to time by resolution of a majority of the full
Board or by resolution of the shareholders at any meeting thereof; provided,
however, that a majority of the full Board may not increase the number of
directors to a number which: (i) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less;
and (ii) exceeds by more than four the number of directors last elected by
shareholders where such number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.
In addition the Board may appoint, from time to time, one or more
advisory directors to serve in advisory capacities only without the power of
final decision in matters concerning the business of the bank.
Advisory directors shall be entitled to the same compensation as other
directors and shall be subject to the same requirements relating to retirement.
Advisory directors may also serve in an advisory capacity on any committee;
provided, that an advisory director may not fill any committee position which,
according to these By-Laws, must be filled by a regular member of the Board.
Section 2.2 Retirement of Directors. No person shall be elected a
director of this Association who shall have attained the age of 70 years, and
each person serving as a director of this Association upon attaining the age of
70 years shall be deemed to have submitted his resignation as a director of this
Association with such resignation to become effective on the day such director
attains the age of 70 years. Notwithstanding the foregoing, a director who is
also an officer of this Association shall retire from the Board on the date he
shall resign, retire or otherwise terminate his services as an officer of this
Association; provided, however, that for the purposes of this Section only, a
director serving as Chairman of the Board or as Chairman of any Committee of the
directors shall not be deemed to be an officer of this Association, and provided
further that without establishing any precedent and because of the unique
position of James M. Kemper, Jr., he may continue to serve as a director of this
Association after attaining the age of 70 years and may thereafter be elected to
serve as a director of this Association. The election or re-election by mistake
or otherwise of a director in violation of the aforesaid policy shall not, ipso
facto, void such election or re-election or nullify any actions such person
might take as a director.
Section 2.3 Board Meetings. Regular meetings of the Board shall be
held at the office of the Association in Kansas City, Missouri, at the hour of
1:00 o'clock in the afternoon, on the third Tuesday of every January, March,
May, July, September and November, if not a legal holiday, and if the same be a
legal holiday, then on the first day following which is not a legal holiday. No
notice shall be required for any such regular monthly meetings of the Board, and
any and all business may be transacted thereat.
At the first regular meeting of the Board following a stockholders
meeting at which directors are elected, the Board shall first proceed with the
organization of the new Board and shall elect and appoint such officers as these
By-Laws or the Board may prescribe.
Section 2.4 Special Board Meetings. Special meetings of the Board
may be held at any time on the call of the Chairman of the Board, the Chairman
of the Executive Committee, if one be elected, or the President, or any three
(3) directors.
Section 2.5 Notice of Board Meetings. While no notice shall be
required for any regular meeting of the Board, nevertheless, the Secretary, for
the information of the directors, shall mail to each director a written or
printed notice specifying the time and place of such meeting, addressed to him
at his last known business address (postage prepaid), not less than twenty-four
(24) hours before the hour fixed for the meeting. Except in the case of special
meetings called by reason of emergency, as hereinafter provided, notice of the
time and place of special meetings shall be given by the Secretary, in writing,
delivered to, or by telephone message communicated to, or by prepaid telegram
deposited in the telegraph office at Kansas City, Missouri, addressed to each
director not less than twenty-four (24) hours before the hour fixed for the
meeting. Such notices and communications may be addressed to or communicated to
such director at his last known place of business or residence, and shall be
sufficient if delivered to, addressed to, or communicated to, such place of
business or residence. If in the opinion of the Chairman of the Board, or the
President, and of three directors, the matters to be presented at such special
meeting are so urgent in their character as to constitute an emergency requiring
a shorter notice, and they shall so certify in writing, notice of such meeting
may be given in the same manner as hereinbefore provided, but shall be
sufficient if given at least one (l) hour before the hour fixed for the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law, but a lesser
number may adjourn any meeting from time to time and the meeting may be held, as
adjourned, without further notice.
Section 2.7 Vacancies. When any vacancy occurs among the directors
the remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board or at a special meeting called for that purpose.
Section 2.8 Compensation of Directors. The compensation of directors
of this Association for services shall be $650.00 for each regular or special
meeting of the Board attended; provided that no such compensation shall be paid
to any director who shall at the time be receiving a salary from the
Association, the parent of the Association or any other subsidiary of the
parent, as an officer thereof, without express order from the Board. Each
director shall be entitled to two paid absences per year.
ARTICLE III
COMMITTEES
Section 3.1 Executive Committee. The Executive Committee shall
consist of seven directors, of whom the Chairman of the Board, the Chairman of
the Executive Committee, if one be so elected, and the President shall be
members and such other members of the Board as may be appointed, from time to
time, by the Chairman of the Board with the approval of the Board.
The Executive Committee shall have, and exercise, all the powers of
the Board during the intervals between meetings of the Board, including the
power to control the conduct of the Association's business, and full power to
appoint committees and prescribe their duties, and to direct the actions of all
officers, agents and employees of the Association.
The Executive Committee shall meet at the office of the Association on
such days and at such hour as meetings of such Committee may be called, from
time to time, by any three members thereof, or by the Chairman of the Executive
Committee, the Chairman of the Board, or the President. Notices of meetings
shall be given in the same manner as is provided for in the case of special
emergency meetings of the Board. Four (4) members of the Executive Committee
shall constitute a quorum for the transaction of business. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at any
meeting of the Committee.
Minutes of the meetings of the Executive Committee shall be recorded
in chronological order in the same Minute Book of the Association in which the
minutes of the meetings of the stockholders and of the Board are recorded, and
shall be approved at the next succeeding meeting of the Board as the report of
that committee to the Board, together with any special report that said
Committee may wish to make to the Board not contained in said minutes.
Section 3.2 Trust Committee. There shall be a committee to be known
as the Trust Committee, consisting of nine regular members selected from the
members of the Board. At least one of the members shall be an ex-officio member
selected from the Chairman of the Board, any Vice Chairman or the President, and
at least three other members of the Committee shall be selected from Board
members who are not officers of the Association. The regular members shall be
appointed by the Chairman of the Board with the approval of the Board, such
appointment to be made annually at the regular meeting of the Board in December
of each year, and shall hold their offices as such until their successors are
duly appointed. Vacancies occurring in the Trust Committee shall be filled by
the Chairman of the Board, subject to the approval of the Board at a regular
meeting after such vacancy occurs. The powers of appointment hereby given to
the Chairman of the Board may be exercised by the President in the absence of
the Chairman.
Said Committee shall have general supervision and control of the sale
and disposition of all property and assets, as well as of the investments and
reinvestments of all funds and other property, which have, or may at any time,
come into the custody, possession, control of, or have been, or may be acquired
by the Association through its Trust Division, in its fiduciary capacity
(including, but not by way of limitation, in the capacity of executor,
administrator, guardian, curator, trustee and/or agent), and with reference to
the same, and each of the same, said Committee shall possess the same authority
and power as the Board. Three members shall constitute a quorum.
Regular meetings of the Committee shall be held at the offices of the
Association on such days and at such hour as may be fixed by the Committee; and
special meetings may be held at any time upon call of the Chairman of the Board,
the President of the Association or the Chairman of the Committee. A Vice
President assigned to the Trust Division or a Trust Officer shall attend all
meetings of the Committee.
Section 3.3 Examining Committee. At the December meeting of the
Board held in each year, the Chairman, with the approval of the Board, shall
appoint not less than three directors to serve for the ensuing year as members
of the Examining Committee. Such members shall not consist of any director who
may at the same time be serving as an officer or employee of the Association.
Vacancies occurring from time to time in the Committee may be filled by the
Chairman with the approval of the Board. The Committee shall meet at such time
or times as it shall deem appropriate and shall have the duty of meeting with
and receiving the reports of the Auditor of the Association and such independent
accountants as may, from time to time, conduct audits of the Association. The
Committee shall determine whether adequate internal audit controls and
procedures are being maintained, shall supervise the continuous audit system of
the Association and shall recommend to the Board such changes in the manner of
doing business or conducting the affairs of the Association as it shall deem
advisable. The Examining Committee shall also make, or cause to be made by
auditors responsible only to the Board, suitable audits of the Trust Division at
least once during each calendar year and within fifteen months of the last
audit.
Section 3.4 Other Committees. From time to time the Board may create
such other committees, consisting of such persons, as the Board may determine to
be necessary or desirable and may fix the powers and duties of any such
committee.
Section 3.5 Compensation of Committee Members. The compensation of
committee members for service shall be $150.00 (or such lesser amount as shall
be specified in the resolution establishing any other committee) for each
meeting attended; provided, that no such compensation shall be paid to any
committee member who shall at the time be receiving a salary from the
Association, the parent of the Association or any other subsidiary of the
parent, as an officer thereof, without express order from the Board.
ARTICLE IV
OFFICERS
Section 4.1 Executive Officers. The executive officers of this
Association shall be the Chairman of the Board, the Vice Chairman of the Board,
if one or more is so elected, the Chairman of the Executive Committee, if one be
so elected, the President, the Senior Executive Vice Presidents, the Executive
Vice Presidents and the Secretary. Any person may hold two or more offices
except the offices of President and Secretary.
Section 4.2 Chairman of the Board. The Board shall elect one of its
members to be Chairman of the Board. He shall preside at all meetings of the
Board and shall supervise the establishment of policies adopted or approved by
the Board. He shall have general executive powers, including, by way of
illustration, the power to fix remuneration of officers, agents and employees;
to employ and dismiss any officer, agent or employee; and to assign officers,
agents and employees to duties in the various areas of the Association, as well
as the specific powers conferred by these By-Laws and shall also have and may
exercise such further powers and duties as may from time to time be conferred
upon, or assigned to him by the Board.
Section 4.3 Vice Chairman of the Board. The Board may elect one or
more of its members to the office of Vice Chairman of the Board. In the absence
of the Chairman, any Vice Chairman may preside at any meeting of the Board. The
Vice Chairman of the Board shall assist the Chairman of the Board in
establishing policies adopted or approved by the Board. A Vice Chairman of the
Board shall have such general executive powers as may be assigned by the
Chairman as well as specific powers conferred by these By-Laws, and shall also
have and may exercise such further powers and duties as may from time to time be
conferred upon or assigned to him by the Board.
Section 4.4 Chairman of the Executive Committee. The Board may elect
one of its members to the office of Chairman of the Executive Committee, and
such officer shall preside over all meetings of the Executive Committee. In the
absence of the Chairman or any Vice Chairman of the Board, the Chairman of the
Executive Committee shall preside at any meeting of the Board. The Chairman of
the Executive Committee shall have such general executive powers as may be
assigned by the Chairman as well as specific powers conferred upon or assigned
to him by the Board.
Section 4.5 President. The Board shall elect one of its members to
be President of the Association. In the absence of the Chairman, any Vice
Chairman, or Chairman of the Executive Committee, the President shall preside at
any meeting of the Board. The President shall have such general executive
powers as may be assigned by the Chairman, and shall have and may exercise any
and all other powers and duties pertaining by law, regulation, or practice, to
the office of President, or imposed by these By-Laws, and shall also have and
may exercise such further powers and duties as may from time to time be
conferred upon or assigned to him by the Board.
Section 4.6 Vice President. The Board shall elect one or more Vice
Presidents and may classify one or more of such Vice Presidents so elected as
Senior Executive Vice President, Executive Vice President, Senior Vice President
or otherwise as the Board may deem appropriate. The offices of Senior Executive
Vice President, Executive Vice President, and Senior Vice President shall be
deemed executive offices of the Association and the persons holding such office
shall be authorized to participate in the major policy making functions of the
Association and shall additionally have such powers and duties as imposed by the
By-Laws or assigned or conferred from time to time by the Board, the Chairman of
the Board, a Vice Chairman or the President. Each Vice President shall have and
may exercise any and all powers and duties pertaining to the office of Vice
President as imposed by these By-Laws and shall also have and may exercise such
further powers and duties as may from time to time be conferred upon or assigned
to him by the Board, the Chairman of the Board, a Vice Chairman or the
President.
Section 4.7 Secretary. The Board shall elect a Secretary (who may
also be designated as Cashier) who shall be the Secretary of the Board and of
the Association. He shall attend the meetings of stockholders, the Board, and
the Executive Committee and keep minutes of said meetings and shall have custody
of the corporate records of the Association. He shall have custody of the seal
of the Association and shall have authority to affix the same to any instrument
executed on behalf of the Association and also to attest the same. He shall
also attend to the giving of all notices required by these By-Laws to be given
and shall have and may exercise any and all other powers and duties pertaining
by law, regulation or practice or imposed by these By-Laws or as may be assigned
to him, from time to time, by the Board.
Section 4.8 General Counsel. The Board shall elect a General Counsel
who shall have charge of the legal business of the Association and shall appear
or provide for proper appearances for the Association in suits and proceedings
to which it is a party. He shall advise the Board, Executive Committee,
Chairman of the Board, President and other officers of the Association
concerning the affairs of the Association when by them requested. He shall also
have such other powers and duties as may be imposed by these By-Laws.
Section 4.9 Controller. The Board shall elect a Controller who shall
receive and take care of all monies, securities and evidences of indebtedness
belonging to the Association, keep full and complete accounts of receipts and
disbursements, and make reports thereof to the Executive Committee and the Board
as often as may be requested. He shall, under the direction of the Chairman of
the Board, a Vice Chairman, or the President, perform such other duties
pertinent to his office as they may require.
Section 4.10Other Officers. The Board may elect one or more Trust
Officers, one or more Assistant Vice Presidents, and one or more Assistant
Secretaries together with such other junior officers, to be designated by such
titles as the Board may determine, from time to time, as may appear to the Board
to be required or desirable to transact the business of the Association. Such
officers shall respectively exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon them or assigned
to them by the Board, the Chairman of the Board, a Vice Chairman of the Board or
the President. As used in these By-Laws a Trust Officer shall include Trust
Investment Officer, Corporate Trust Officer, Trust Operations Officer, and a
Trust Officer with such other descriptive term as may be applied by the Board.
A person elected a junior officer under this Section shall use such title,
approved by the Board, as the Chairman, from time to time, may designate.
Section 4.11Bonds. All officers shall be bonded with such security
and approved in such manner as the Board or the Executive Committee may from
time to time direct.
Section 4.12Tenure of Office. The officers of this Association shall
be elected by the Board annually at the annual meeting of the Board and such
officers as shall be elected to such offices shall continue in office for one
year and until their successors shall be elected, unless such officer shall
resign, become disqualified, or be removed. Persons may be elected officers or
be promoted to a different office at any meeting of the Board; provided, that
such person so elected shall continue in office only until the next annual
meeting of the Board at which all officers are to be elected or re-elected,
unless any such person shall resign, become disqualified, or be removed. The
Board shall have the power to remove any officer at any time and, in addition,
may designate by resolution, officers who shall have the authority to dismiss
any officer, agent or employee.
ARTICLE V
POWERS AND DUTIES OF OFFICERS
Section 5.1 Representation. The Chairman of the Board, any Vice
Chairman, the President, the General Counsel, and such other officer or officers
of the Association as may be empowered so to do by the Board, or any one of
them, shall have power to act for, appear in behalf of, and represent this
Association before all Departments and Courts of the United States of America,
and any State, Territory or Possession thereof, and to execute general or
special powers of attorney for litigation in favor of lawyers, solicitors,
agents, or any other legal representatives, granting to them such powers and
authorization, whether ordinary or extraordinary, and with or without
limitation, which any such officer may deem advisable, including the power to
settle in or out of court, or to submit to arbitrators or other adjustment, any
question in which this Association may be interested; and to employ counsel and
direct the taking of any legal action in reference to any of the foregoing, or
any other matter or thing touching the interest of the Association.
Section 5.2 Real Estate Conveyances. All transfers and conveyances
of real estate, including releases of mortgages, deeds of trust and other real
estate interests held, or purportedly held, by the Association, may be executed
by the Chairman of the Board, any Vice Chairman, the President, or any Vice
President and sealed with the corporate seal of the Association and, if
required, attested by the Secretary or one of the Assistant Secretaries of the
Association; and such instruments may be executed and delivered by the Chairman
of the Board, the President, or any Vice President without any order of the
Board of Directors.
Section 5.3 Voting of Securities. Unless otherwise ordered by the
Board or the Executive Committee, the Chairman of the Board, any Vice Chairman,
the President, and any Vice President, (and, with respect to stock held in a
fiduciary capacity, any Trust Officer) shall each have full power and authority
in behalf of the Association to attend, and to act and to vote at any meeting of
the stockholders of any corporation in which the Association may hold stock, in
its own capacity or in any fiduciary capacity, and in connection with such
meeting each of said officers shall possess and may exercise in behalf of the
Association any and all rights and powers incident to the ownership of such
stock, including the power to sign proxies therefor; provided, that any proxy
granted with respect to stock held in a fiduciary capacity shall be limited to a
single meeting and shall either be limited to voting for trustees or directors
or shall direct how such proxy holder shall vote.
Section 5.4 Foreclosure of Collateral. The Chairman of the Board,
any Vice Chairman, the President, and any Vice President, shall each have power
and authority for and on behalf of this Association to request, order or direct
the foreclosure of any mortgage, deed of trust or other security agreement in
favor of the Association held or owned by the Association (or held by this
Association in trust) securing a loan or loans or other obligations and to
exercise any or all of the options and powers inuring to this Association under
the provisions of such mortgages, deeds of trust or security agreements or under
the terms of the note or notes thereby secured, including the power and
authority to appoint and designate a successor trustee or trustees as
substitutes for the trustee or trustees named in any such mortgage or deed of
trust.
Section 5.5 Refusal to Serve as Trustee. The Chairman of the Board,
any Vice Chairman, the President, and any Vice President, shall each have power
and authority to act for the Association in refusing or declining to act as
trustee under any mortgage or deed of trust securing a loan on real or personal
property in which this Association is named or designated as trustee, and/or to
resign as such trustee, and to make, execute and deliver in the name of, and for
and in behalf of the Association, appropriate instruments, in writing,
evidencing such refusal or declination to so act or such resignation.
Section 5.6 Authentication of Securities. The Chairman of the Board,
any Vice Chairman, the President, any Vice President, any Trust Officer, and any
Assistant Trust Officer, shall each have authority to countersign or
authenticate bonds or certificates on behalf of this Association as Trustee, and
to sign, in behalf of this Association as Trustee, authentications or
certifications of this Association as Trustee under any mortgage, deed of trust
or other agreement securing an issue of bonds, debentures, notes or other
obligations of any corporation, association or individual, or as registrar or
transfer agent, and also certificates of deposit for stock, bonds, debentures,
notes or other obligations, interim certificates and trust certificates. The
Chairman of the Board, any Vice Chairman, the President, any Vice President, or
the Secretary and any Assistant Secretary shall each have authority to
countersign or authenticate bonds or certificates on behalf of this Association
where this Association is the direct purchaser of the issue and to execute any
closing documents required for the purchase of such bonds.
Section 5.7 Trust Division. The Chairman of the Board shall assign a
Vice President who shall have and may exercise, subject to the control of the
Chairman, a Vice Chairman or the President, general supervision over the Trust
Division. Such Vice President together with other Vice Presidents assigned to
the Trust Division and the Trust Officers, and each of them, may represent the
Association in any of the business of said division. All securities and funds
held by the Association in a fiduciary capacity and the accounts of each trust
or other fiduciary relationship shall be held separate and apart from those of
every other and entirely separate and apart from the assets of the Association,
and such securities shall be subject to the joint control of any two Trust
Officers or, if designated by the Vice President having general supervision of
the Trust Division, employees of the Trust Division. Each Vice President
assigned to the Trust Division shall have and may exercise, so long as he
remains assigned to said division, all of the powers granted by these By-Laws or
by the Board to a Trust Officer.
Section 5.8 Trusts. The Chairman of the Board, any Vice Chairman,
the President, any Vice President assigned to the Trust Division, and the Trust
Counsel, shall each have authority, for and on behalf of this Association, to
accept or reject any and all trusts or other fiduciary duties or
responsibilities which may be offered to this Association, and in connection
therewith to execute, on behalf of this Association, all trust agreements or
other appropriate instruments and the Secretary, or any Assistant Secretary of
this Association, is authorized to affix the seal of this Association to any
such trust agreement or other instrument which has been duly signed by any such
officer.
Section 5.9 Substitution of Attorney-in-Fact. Whenever this
Association has been, or may be appointed Attorney-in-Fact, with power of
substitution in and about the transfer of shares of capital stock, bonds or
other instruments commonly referred to as securities of any corporation or other
entity, the Chairman of the Board, any Vice Chairman, the President, or any Vice
President of this Association may substitute, by a proper written instrument, an
attorney-in-fact to act in the place and stead of this Association in and about
such transfer.
Section 5.10Purchase or Transfer of Securities. The Chairman of the
Board, any Vice Chairman, the President, and any Vice President of this
Association, shall each have authority for and in behalf of the Association, and
in its name, to sell, assign and transfer, or to purchase or otherwise acquire,
directly or through a cash account of this Association established or maintained
with a brokerage firm selected by such person, any and all shares of the capital
stock, bonds, or other instruments commonly referred to as securities, and
notes, mortgages and deeds of trust issued by any corporation or other entity
and held or to be held by this Association in its own capacity or in any
fiduciary capacity; and the Chairman of the Board, any Vice Chairman or the
President may designate, in writing, from time to time, such other officers or
employees as shall be authorized to exercise the powers granted by this Section.
Section 5.11 Banking Relationships. The Chairman of the Board, any
Vice Chairman and the President shall each have authority for and in behalf of
the Association to designate from time to time institutions with which this
Association may maintain checking or other depository accounts, safekeeping
accounts, clearing accounts or such other form of account as may be deemed
necessary or appropriate for the conduct of the Association's business, whether
any such account shall be in the name of this Association or in the name of this
Association in any custodial or fiduciary capacity, and to designate from time
to time such individuals, who may be officers or employees of this Association,
as shall be authorized to effect transactions with respect thereto, and with
respect to any and all accounts or transactions with the Federal Reserve Bank of
Kansas City, including, without limitation, the signing of checks, drafts or
other orders with respect to any depository account to effect the deposit or
withdrawal of funds, securities, instruments or other documents held in or
subject to any such account, including delivery instructions with respect to any
safekeeping, clearing or other form of account, and any such transactions as may
be effected by a designated individual shall include authority to effect
transfers of funds, securities, instruments or other documents subject to any
such account by wire or telephone instruction.
ARTICLE VI
STOCK
Section 6.1 Stock Certificates--Transferred. The capital stock of
this Association shall be represented by certificates signed by the Chairman of
the Board, any Vice Chairman, the President, or any Vice President, and attested
by the Secretary or an Assistant Secretary, with the corporate seal affixed, and
shall be transferable only on the books of the Association, in person or by
attorney duly authorized according to law; and when stock is transferred, the
certificate therefor shall be returned to the Association and cancelled, and new
certificate issued.
Section 6.2 Stockholders Recognized. Until stock shall be
transferred, as provided in Section 6.l, no person shall be recognized by this
Association as the owner of said stock, except the person to whom the same was
issued, and in whose name the same stands on the books of the Association,
except as provided by law in case of executor, administrator, guardian or
trustee.
Section 6.3 Record Date. With respect to each meeting of
stockholders, each declaration and payment of a dividend or distribution, or
each declaration and grant of allotment of rights, the Board may fix a date
preceding the date on which such event affecting the rights of any stockholder
shall occur as a record date for the determination of the stockholders entitled
to notice of and to vote at any such meeting or entitled to receive payment of
any such dividend or to any such allotment of rights or to exercise the rights
in respect of any change, conversion or exchange of capital stock, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of and to vote at such
meeting or to receive payment of such dividend or to receive such allotment of
rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Association after any such record date
fixed as aforesaid. Any such date as may be fixed by the Board as the record
date shall not precede the date of any meeting of stockholders, the date for the
payment of any dividend or the date for allotment of rights or the date when any
change, conversion or exchange of capital stock shall go into effect by more
than fifty days. If the Board shall not have set a record date for the
determination of its stockholders entitled to participate in the event for which
a record date be established, the date on which notice of the meeting is mailed
or the date such dividend is declared or other right announced shall be the
record date for such determination of stockholders so entitled to participate.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Fiscal Year. The fiscal year of this Association shall
end on the 31st day of December in each year, and at the close of each fiscal
year it shall be the duty of the Board to cause a complete and accurate
statement of the financial condition of the Association to be made forthwith
from the books thereof, a copy of which shall be submitted to the stockholders
at the annual meeting.
Section 7.2 Seal. The Association shall have a corporate seal which
shall have inscribed around the upper circumference thereof "Commerce Bank" and
around the lower circumference thereof "National Association" and elsewhere
thereon shall bear the word "Seal".
Section 7.3 Business Hours. The main office and all other facilities
of the Association shall be open for the transaction of business on such days
and during such hours as the Board or the Executive Committee may in its
discretion determine. The Board of Directors, or the Executive Committee,
however, may in its discretion change said hours and days, or close the office
entirely, whenever the interests of the Association will be best served thereby,
or circumstances shall render the same proper.
Section 7.4 Amendments. The Board shall have the power to make,
alter, amend, or repeal the By-Laws of this Association from time to time.
Exhibit 5
COPIES OF INDENTURE
opies of the Indentures referred to in Item 4 hereof have heretofore been filed
with the Securities and Exchange Commission under the Securities Act of 1933 and
the Securities Exchange Act of 1934 as Exhibits to the Registration Settlements
of the Farmland Industries, Inc. (formerly Consumers Cooperative Association).
The copies of Indentures listed in this Exhibit 5 hereof are hereby incorporated
by reference to the Exhibits to the Registration Statements which are listed as
items (a) through (n) as follows:
(a) Trust Indenture dated February 25, 1970, as amended by
Supplemental Indenture dated April 1, 1970, and amended January 29, 1982.
(Form S-1, No. 2-36418, effective April 6, 1970).
8-1/2%, 10-Year Subordinated Certificates of Investment
(b) Trust Indenture dated November 29, 1971, as amended by
Supplemental Indenture dated December 22, 1971, as amended by Amended
Indenture dated January 6, 1972, and amended January 29, 1982.
(Form S-1, No. 2-42493, effective January 14, 1972).
7-1/2%, 10-Year Subordinated Certificates of Investment
(c) Trust Indenture dated July 29, 1974, as amended January 29, 1982.
(Form S-1, No. 2-51757 effective October 22, 1974).
8-1/2%, 10-Year Subordinated Capital Investment Certificates
(d) Trust Indenture dated July 29, 1974, as amended January 29, 1982.
(Form S-1, No. 2-51757 effective October 22, 1974).
9%, 15-Year Subordinated Capital Investment Certificates
(e) Trust Indenture dated July 29, 1974, as amended January 29, 1982.
(Form S-1, No. 2-51757 effective October 22, 1974).
9-1/2%, 20-Year Subordinated Capital Investment Certificates
(f) Trust Indenture dated November 29, 1976, as amended January 29,
1982. (Form S-1, No. 2-55767 effective January 10, 1977).
9-1/2%, 20-Year Subordinated Capital Investment Certificates
(g) Trust Indenture dated October 24, 1978, as amended December 21,
1978. (Form S-1, No. 2-63106)
9-1/2% 20-Year Subordinated Capital Investment Certificates
(h) Trust Indenture dated October 24, 1978, as amended January 29,
1982. (Form S-1, No. 2-66090 effective January 3, 1980).
10-1/2%, 25-Year Subordinated Capital Investment Certificates
(i) Trust Indenture dated November 8, 1984.
(Form S-1, No. 2-94400 effective December 31, 1984).
10-Year Subordinated Capital Investment Certificates
(j) Trust Indenture dated November 8, 1984.
(Form S-1, No. 2-94400 effective December 31, 1984).
5-Year Subordinated Capital Investment Certificates
(k) Trust Indenture dated November 8, 1984.
(Form S-1, No. 2-94400 effective December 31, 1984).
20-Year Subordinated Capital Investment Certificates
(l) Trust Indenture dated November 5, 1980.
(Form S-1, No. 2-26998 effective December 31, 1980).
10-Year Subordinated Monthly Income Capital Investment
Certificates
(m) Trust Indenture dated November 20, 1981, as amended January 4,
1982, and as amended January 3, 1983.
(Form S-1, No. 2-75071, effective January 7, 1982).
10-Year Subordinated Individual Retirement Account
Certificates
(n) Trust Indenture dated November 11, 1985
(Form S-1, No. 33-1970, effective December 3, 1985)
5-Year Subordinated Monthly Income Capital Investment
Certificates
Exhibit 6
CONSENTS OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
Exhibit 6
CONSENT OF THE TRUSTEE
Pursuant to Section 321(b) of the Trust Indenture Act, Commerce Bank,
National Association, hereby consents to the release of reports of examinations
by Federal, State, Territorial or District authorities to the Securities and
Exchange Commission upon request therefor. Dated this 31st day of October,
1997.
COMMERCE BANK,
NATIONAL ASSOCIATION, Trustee
By: /s/ William E. Ekey
William E. Ekey, Vice-President
EXHIBIT 7
COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS
OF THE SUPERVISING EXAMINING AUTHORITY
COMMERCE BANK N.A. (KANSAS CITY)
STATEMENT OF CONDITION
JUNE 30, 1997
ASSETS
Loans, less allowance for loan losses of
Investment Securities: 49,128,000 $2,773,922,000
US Goverment and Federal Agency obligations $770,588,000
Obligation of states and political subdivisions 20,449,000
Other securities 371,796,000 1,162,833,000
Federal funds sold and securities purchased under
agreements to resell 154,745,000
Trading account securities 16,675,000
Net earning assets $4,108,175,000
Cash and due from banks 516,200,000
Land, buildings and equipment 104,290,000
Customers' acceptance liability 1,240,000
Other assets 94,539,000
Total Assets $4,824,444,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $1,101,908,000
Savings and interest bearing demand 1,858,004,000
Time 1,213,517,000 $4,173,429,000
Federal funds purchased and securities sold under
agreements to repurchase
Accrued expenses and other liabilities 40,690,000
Acceptances outstanding 1,240,000
Total Liabilities $4,458,851,000
Stockholders' equity:
Capital stock 10,000,000
Capital surplus 316,760,000
Undivided profits 38,833,000
Total Stockholder's equity 365,593,000
Total liabilities and stockholders' equity $4,824,444,000