Exhibit 99.2
SUBSCRIPTION AGREEMENT
Alliance Farms Cooperative Association
c/o Farmland Industries, Inc.
3315 North Oak Trafficway
Department 47
Kansas City, Missouri 64116
Attention: Wayne N. Snyder
Gentlemen:
1. Subscription.
a. The undersigned understands that Alliance Farms Cooperative
Association, a Colorado cooperative association (the "Company"), may offer up to
(i) an aggregate of 51 shares (the "Class A Shares") of its (Class A) Common
Stock, $.01 par value, on a "best efforts, all-or-none" basis for not less than
17 Class A Shares (a "Minimum Class A Block"), and thereafter may continue to
offer Class A Shares on such basis with respect to successive Minimum Class A
Blocks until 51 Class A Shares have been issued and sold, (ii) an aggregate of
54 shares (the "Class B Shares") of its Class B Common Stock, $.01 par value, on
a "best efforts, all-or-none" basis for not less than 18 Class B Shares (a
"Minimum Class B Block"), and thereafter may continue to offer Class B Shares on
such basis with respect to successive Minimum Class B Blocks until 54 Class B
Shares have been issued and sold, and (iii) an aggregate of 72 shares (the
"Class C Shares" and together with the Class A Shares and the Class B Shares,
the "Shares") of its Class C Common Stock, $.01 par value, on a "best efforts,
all-or-none" basis for not less than 24 Class C Shares (a "Minimum Class C
Block"), and thereafter may continue to offer Class C Shares on such basis with
respect to successive Minimum Class C Blocks until 72 Class C Shares have been
issued and sold. The undersigned acknowledges and agrees that prior to the
execution of this Subscription Agreement, the undersigned has received the
Company's Prospectus dated , 1997 for the Shares, which Prospectus
contains the form of this Subscription Agreement.
b. The undersigned hereby subscribes for and agrees to purchase
(i) Class A Shares at a price of $80,000 per share, (ii) Class B
Shares at a price of $60,000 per share, and (iii) Class C Shares at a
price of $45,000 per share, pursuant to the terms and conditions of this
Subscription Agreement (the "Subscription")<F1>. The undersigned understands and
agrees that in order to subscribe for any Shares, the following items must be
delivered to the Company on or before 5:00 p.m. on , 1998 (or by 5:00
p.m. on , 1999 if the termination of the offering is extended by the
Company):
[FN]
One Class A Share, one Class B Share or one Class C Share is the minimum
number of Shares for which an investor may subscribe, as described in the
Prospectus.
(A) two completed and executed copies of this Subscription
Agreement;
(B) the undersigned's check, bank draft or wire transfer
(contact the Company for wire transfer instructions), payable to the order
of "Alliance Farms Cooperative Association Escrow No. 1482300" in an amount
representing the aggregate purchase price of the Shares being subscribed
for hereunder (which amount is equal to the sum of (i) the product obtained
by multiplying the number of Class A Shares being subscribed for by $80,000
per Share, plus (ii) the product obtained by multiplying the number of
Class B Shares being subscribed for by $60,000 per Share, plus (iii) the
product obtained by multiplying the number of Class C Shares being
subscribed for by $45,000 per Share);
(C) (if the undersigned is subscribing for any Class A Shares)
two completed and executed copies of the Feeder Pig Purchase Agreement in
the form attached to the Prospectus as Exhibit B;<F2>
[FN]
Please do not date the Feeder Pig Purchase Agreement; the Company will date
the Feeder Pig Purchase Agreement upon acceptance of subscriptions.
(D) (if the undersigned is subscribing for any Class B Shares)
two completed and executed copies of the Weaned Pig Purchase Agreement in
the form attached to the Prospectus as Exhibit C;<F3> and
[FN]
Please do not date the Weaned Pig Purchase Agreement; the Company will date
the Weaned Pig Purchase Agreement upon acceptance of subscriptions.
(E) (if the undersigned is subscribing for any Class C Shares)
two completed and executed copies of the Class C Weaned Pig Purchase
Agreement in the form attached to the Prospectus as Exhibit D;<F4> and
[FN]
Please do not date the Class C Weaned Pig Purchase Agreement; the Company
will date the Class C Weaned Pig Purchase Agreement upon acceptance of
subscriptions.
(F) one executed stock power respecting the Class A Shares
subscribed by the undersigned hereunder in favor of the Company as
contemplated by Section 17 of the Feeder Pig Purchase Agreement.<F5>
[FN]
A form stock power is attached hereto as Annex 1 for your convenience.
Please do not date or otherwise complete the stock power; the Company will
date and complete the stock power upon acceptance of subscriptions.
(G) one executed stock power respecting the Class B Shares
subscribed by the undersigned hereunder in favor of the Company as
contemplated by Section 17 of the Weaned Pig Purchase Agreement.<F6>
[FN]
A form stock power is attached hereto as Annex 1 for your convenience.
Please do not date or otherwise complete the stock power; the Company will
date and complete the stock power upon acceptance of subscriptions.
(H) one executed stock power respecting the Class C Shares
subscribed by the undersigned hereunder in favor of the Company as
contemplated by Section 17 of the Class C Weaned Pig Purchase Agreement.
<F7>
[FN]
A form stock power is attached hereto as Annex 1 for your convenience.
Please do not date or otherwise complete the stock power; the Company will
date and complete the stock power upon acceptance of subscriptions.
In addition, if the undersigned is a resident of Iowa, or otherwise is
subscribing for Shares in Iowa, the undersigned may be required to deliver to
the Company a completed and executed Potential Investor Questionnaire with
respect to the representation and warranty made pursuant to Section 3.l below.
The undersigned understands that pending the Company's acceptance of
subscriptions for a Minimum Class A Block, a Minimum Class B Block or a Minimum
Class C Block in this offering and the satisfaction of certain other conditions,
all funds received by the Company in payment of the offering price for the
Shares promptly will be deposited in an interest-bearing escrow account
established at NationsBank, N.A. (Mid-West) (formerly Boatmen's National Bank),
Kansas City, Missouri. Payment of the applicable offering price must be made
payable to the order of "Alliance Farms Cooperative Association Escrow No.
1482300", the escrow account established at such bank. Upon the Company's
acceptance of subscriptions for a Minimum Class A Block of 17 Class A Shares,
for a Minimum Class B Block of 18 Class B Shares or for a Minimum Class C Block
of 24 Class C Shares, and the satisfaction of certain other conditions, all
funds deposited in the escrow account with respect to such Shares, together with
any interest earned thereon, will be paid to the Company. In the event that the
Company does not issue Shares for which funds have been deposited in the escrow
account prior to the termination of the offering, such funds will be refunded to
the respective subscribers, together with any interest earned thereon and
without any deduction being made for expenses.
c. The undersigned understands that this Subscription shall be
irrevocable, except as otherwise provided by virtue of applicable federal and
state securities laws, and shall survive the death or disability of the
undersigned, in the case of an individual, or the dissolution or bankruptcy of
the undersigned, in the case of an entity.
2. Acceptance of Subscription. The undersigned understands that if and
to the extent this Subscription is not accepted by the Company, in whole or in
part, prior to 5:00 p.m. on , 1998 (or by 5:00 p.m. on ,
1999 if the termination date of the offering is extended by the Company), any
amount so received by the Company will be returned to the undersigned. The
undersigned acknowledges that the management of the Company reserves the right,
in its sole and absolute discretion, to accept or reject this Subscription, in
whole or in part, and that this Subscription shall not be binding unless and
until accepted by the Company. The undersigned agrees that subscriptions need
not be accepted in the order they are received.
3. Representations, Warranties and Agreement. The undersigned represents
and warrants to the Company and its officers, directors, employees, agents and
controlling persons, and agrees with such persons, as follows:
a. The undersigned and his or her representative, if any, have
been furnished all additional information relating to the Company, its
business and financial condition, the offering of the Shares and any
other matter set forth in the Prospectus which they have requested.
b. The undersigned agrees that the certificates evidencing the
Shares being purchased by the undersigned shall be stamped or
otherwise imprinted with a conspicuous legend in substantially the
following form:
Sale, transfer or hypothecation of the shares represented by
this certificate is restricted by the provisions of the
Colorado cooperative association law and the Articles of
Incorporation and Bylaws of Alliance Farms Cooperative
Association (the "Company"), a copy of which provisions may
be inspected at the principal offices of the Company, and
all provisions of which are hereby incorporated by reference
in this certificate.
The undersigned agrees that the Shares or any of them shall be sold,
pledged, assigned, hypothecated, or otherwise transferred (with or
without consideration) (a "Transfer") only if such Transfer is
permissible under the Colorado cooperative association law and the
Company's Articles of Incorporation and Bylaws. The undersigned
understands that the Company has not agreed to register the Shares for
distribution in accordance with the provisions of certain applicable
state securities law (the "State Acts"), that the Company is the only
party who may register the Shares under certain State Acts and that
the Company has not agreed to comply with any exemption under the
State Acts for the resale of the Shares. The undersigned understands
that there is and likely will be no market for the (Class A) Common
Stock, Class B Common Stock or Class C Common Stock of the Company and
that the undersigned therefore may be unable to sell or dispose of the
Shares.
c. The undersigned agrees that a stop transfer order shall be
placed on the transfer books maintained with respect to the Shares
which gives effect to the restrictive legend set forth in Section 3.b.
d. The undersigned understands that no federal or state agency
has passed upon the Shares or upon the accuracy or adequacy of the
Prospectus, or made any finding or determination as to the fairness of
the investment or any recommendation or endorsement of the Shares.
The undersigned understands that the Prospectus may not have been
filed with or reviewed by certain state securities administrators.
e. The undersigned is a producer of agricultural products, an
association of such producers, or a federation of such associations.
f. If a natural person, the undersigned is a citizen of the
United States of America, is at least 21 years of age, and has the
legal capacity to execute, deliver and perform this Agreement, and his
or her principal residence is located within the state designated
under his or her name below.
g. If the undersigned is a corporation, trust, partnership, or
any other entity, such entity is authorized and otherwise duly
qualified and empowered to execute and deliver this Subscription
Agreement and thereupon shall become legally bound thereby, all
necessary actions have been taken to authorize and approve the
investment in the Shares, such entity was not formed for the purpose
of making the investment in the Shares and such entity's principal
place of business is located at the address set forth on the signature
page hereof.
h. The undersigned acknowledges and agrees that certain
commissions as described in the Prospectus may be due and payable to
certain selling agents or other representatives of the Company in
connection with this Subscription.
i. The undersigned acknowledges that the Company may assign the
Company's rights in and to the Feeder Pig Purchase Agreement and/or
Weaned Pig Purchase Agreement and/or Class C Weaned Pig Purchase
Agreement executed by the undersigned and any and all other assets of
the Company to any lender that may provide financing to the Company in
connection with the construction of feeder or weaned pig production
facilities or the operation thereof, or both, and the undersigned
consents to any such assignment.
j. If the undersigned is a resident of Iowa, or otherwise is
subscribing for Shares in Iowa, the undersigned certifies that the
undersigned either (i) has a net worth, or joint net worth with the
undersigned's spouse, in either case, exclusive of home, furnishings
and automobiles ("Adjusted Net Worth") of at least $65,000 as of the
date hereof, and an annual gross income of at least $65,000 for each
of the undersigned's two most recent tax years; or (ii) has Adjusted
Net Worth of at least $250,000 as of the date hereof.
4. Taxpayer Identification Number. The undersigned agrees to complete,
execute and return to the Company a Form W-9, "Payer's Request for Taxpayer
Identification Number and Certification", concurrently with the delivery of the
executed copy of this Subscription Agreement.<F8>
[FN]
A Form W-9 is attached hereto as Annex 2 for your convenience.
5. Indemnification. The undersigned agrees to indemnify and hold
harmless the Company, its officers, directors, employees, shareholders and
affiliates, and any person acting on behalf of the Company, from and against any
and all damage, loss, liability, cost and expense (including attorneys' fees)
which any of them may incur by reason of the failure by the undersigned to
fulfill any of the terms or conditions of this Subscription Agreement. All
representations, warranties and covenants contained in this Subscription
Agreement, and the indemnification contained in this Section 5 shall survive the
acceptance of this Subscription.
6. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgements or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any of the rights granted to the
undersigned under federal or state securities law.
7. Entire Agreement; Modification. This Subscription Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof, and neither this Subscription Agreement nor any
provisions hereof shall be waived, changed, discharged or terminated except by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.
8. Notices. Any notice, demand or other communication which any party
hereto may be required, or may elect, to give to anyone interested hereunder
shall be effective only if it is in writing and personally delivered or sent by
certified or registered mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight delivery service, with delivery confirmed,
addressed to: in the case of the Company: Alliance Farms Cooperative
Association, c/o Farmland Industries, Inc., 3315 North Oak Trafficway,
Department 47, Kansas City, Missouri 64116, Attention: Wayne N. Snyder, or at
such other address as the Company shall so notify the undersigned pursuant
hereto, and in the case of the undersigned at the address set forth on the
signature page thereof or at such other address as the undersigned shall so
notify the Company pursuant hereto. Any such notice, demand or other
communication shall be deemed to have been given as of the date when so
delivered.
9. Binding Effect. Except as otherwise provided herein, this
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors, legal representatives and assigns. If the undersigned is more than
one person, the obligations of the undersigned shall be joint and several and
the agreements, representations, warranties and acknowledgements herein
contained shall be deemed to be made by and be binding upon each such person and
the undersigned's respective heirs, executors, administrators, successors, legal
representatives and assigns.
10. Type of Ownership. The Subscriber wishes to own the Shares as follows
(mark one):
[ ] Separate or individual property;
[ ] Joint tenants with right of survivorship (both parties must sign all
required documents);
[ ] Community property (both parties must sign all required documents);
[ ] Trust (include name of trust, name of trustee, and include a copy of
the trust instrument);
[ ] Corporation (include articles of incorporation, bylaws and certified
corporate resolution authorizing the investment and signature);
[ ] Partnership (include a copy of the partnership agreement and a written
consent of partners authorizing the investment and signature);
[ ] Other (specify): .
(Note: Subscribers should seek the advice of their attorney in deciding in
which of the above forms they should take ownership of the Shares, since
different forms of ownership may have varying gift tax, estate tax, income tax
and other consequences, depending on the state of the Subscriber's domicile and
the Subscriber's particular personal circumstances.)
The name(s) in which the Shares are to be held is:
11. Assignability. The undersigned agrees not to transfer or assign this
Subscription Agreement, or any of the undersigned's interest herein, and further
agrees that the transfer or assignment of the Shares shall be made only in
accordance with the terms and conditions of this Subscription Agreement, the
Company's Articles of Incorporation and Bylaws, and all applicable laws.
12. Applicable Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.
[The remainder of this page intentionally has been left blank]
THE UNDERSIGNED HEREBY REPRESENTS THAT THE UNDERSIGNED HAS READ THIS
SUBSCRIPTION AGREEMENT IN ITS ENTIRETY.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this day of , 199 , at ,
.
(city) (state)
INDIVIDUALS SIGN HERE
Note: If the Subscriber wishes to
own the Shares with another person as
joint tenants, or as community Signature
property, both individuals must sign
this Subscription Agreement. Name (please print)
Social Security Number
Principal Residence Address of
Subscriber
Street Address
City and State Zip Code
Additional Individual (if any)
Signature
Name (please print)
Social Security Number
Principal Residence Address of
Subscriber
Street Address
City and State Zip Code
THE UNDERSIGNED HEREBY REPRESENTS THAT THE UNDERSIGNED HAS READ THIS
SUBSCRIPTION AGREEMENT IN ITS ENTIRETY.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this day of , 199 , at ,
.
(city) (state)
ORGANIZATIONS SIGN HERE
Note: If signed on behalf of a Printed Name of Organization
corporation, please submit the
corporation's articles of
incorporation, bylaws, and certified By:
corporate resolution authorizing the Signature
investment and signature. If signed
on behalf of a partnership, please
submit a copy of the partnership Printed Name and Title
agreement and a written consent of
partners authorizing the investment By:
and signature. If signed on behalf (Additional signature if required
of a trust, please submit the name of by
the trust, name of the trustee, and a governing instrument)
copy of the trust instrument.
Printed Name and Title
Federal Taxpayer Identification
Number
Address of Principal Place of
Business:
Street Address
City and State Zip Code
Country (if other than U.S.A.)
ALLIANCE FARMS COOPERATIVE ASSOCIATION hereby [accepts][rejects] the above
Subscription on this day of , 199 , at ,
Colorado.
ALLIANCE FARMS COOPERATIVE ASSOCIATION
By:
Name:
Title: