Farmland Industries, Inc. - Page 12




                                       - 101 -                                        
             these transactions was a consolidation of petitioner’s soy               
             processing capacity with that of Land O’Lakes and Boone                  
             Valley.                                                                  
                  Petitioner agreed to the consolidation plan based on a              
             study it had commissioned on methods of improving its                    
             soybean processing efficiency and maximizing savings to                  
             patrons.  In a letter to petitioner’s members printed in                 
             its 1983 annual report, Mr. Kenneth Nielson, petitioner’s                
             president at the time, and Mr. Francis Gwin, chairman of                 
             petitioner’s board of directors, described the                           
             consolidation as follows:                                                

                       [The consolidation plan] will be a good                        
                  thing for farmers, eliminating some of the                          
                  duplication of efforts and creating a stronger                      
                  cooperative soy processing entity to improve                        
                  producers’ return.                                                  

             Petitioner’s 1983 annual report further describes the                    
             reasons for the consolidation as follows:                                

                       Although its own plants are well-located                       
                  geographically and operationally, to compete with                   
                  industry, Farmland took a leadership role in the                    
                  unification study.  President Ken Nielson said                      
                  the unification plan would eliminate duplication                    
                  of some farmer-owned facilities and services and                    
                  create a new organization of a size better able                     
                  to compete to farmers' economic benefit.                            
                       At year end Farmland’s soy operations joined                   
                  those of Land O’Lakes and Boone Valley in the                       
                  newly unified Boone Valley cooperative Processing                   






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