FARMER MAC MORTGAGE SECURITIES CORP
8-K, 1997-03-24
ASSET-BACKED SECURITIES
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               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES AND EXCHANGE ACT OF 1934
                                
                                
        Date of Report (Date of earliest event reported)
                         March 24, 1997
                                
                                
           Farmer Mac Mortgage Securities Corporation
     (Exact Name of Registrant as Specified in its Charter)
                                
                                

     Delaware               333-6325              55-1779791
(State or Other            (Commission         (I.R.S. Employer
Jurisdiction of            File Number)        Identification No.)
Incorporation

   919 18th Street, N.W.                               20006
   Washington, D.C.                                 (Zip Code)
   (Address of Principal
     Executive Offices)

                                
Registrant's telephone number, including area code (202) 872-7700
                                
                            No Change
  (Former Name or Former Address, if Changed Since Last Report)
                                
<PAGE>
     Item 5.        OTHER EVENTS

     A.   The Registrant registered issuances of Guaranteed
Agricultural Mortgage-Backed Securities on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), by a Registration Statement on Form
S-3 (Registration File No. 333-6325) (the "Registration
Statement").  This Current Report on Form 8-K is being filed to
supplement the Registration Statement with the following
language:

          In connection with an offering of Certificates by
     a Trust Fund as to which no REMIC election is to be
     made, investors should note the following:  (i) the
     "reserve method" of accounting for bad debts provided
     for in Code Section 593 has been repealed for tax years
     beginning after December 31, 1995; thus the treatment
     of a Certificate as representing "qualifying real
     property loans" within the meaning of that Code Section
     is no longer applicable to an investment in
     Certificates by a financial institution; (ii) in the
     event the Trust Fund is created with a single class of
     Grantor Trust Certificates, no prepayment assumption
     should be used in the computation of OID, market
     discount or amortizable premium with respect to a
     Certificateholder's interest in the Qualified Assets
     underlying a Certificate; (iii) a Qualified Loan could
     be issued with OID in the event of the financing of
     points or other charges by the Originator of the
     Qualified Loan in an amount greater than the
     statutorily defined de minimis amount to the extent
     that the points are not for services provided by the
     lender, regardless of whether the points are currently
     deductible by the borrower; (iv) because of the absence
     of clear authority, it is uncertain whether the portion
     of any Prepayment Premium or Yield Maintenance Charge
     received by any Certificateholder should be treated as
     capital gain (assuming a Certificate is held as a
     capital asset) or as ordinary income
     (Certificateholders that receive distributions from the
     Trust Fund of Prepayment Premiums or Yield Maintenance
     Charges should consult their tax advisors regarding the
     taxable status of such amounts); and (v) in the event
     the Trust Fund is treated for federal income tax
     purposes as created with more than one class of Grantor
     Trust Certificates, it is unclear under what
     circumstances, if any, the prepayment of a Qualified
     Loan will give rise to a loss to the holder of a
     Grantor Trust Certificate that is treated as a Stripped
     Bond Certificate purchased at a premium or as a
     Stripped Coupon Certificate.  If a Stripped Bond
     Certificate is treated as a single instrument (rather
     then as an interest in discrete Qualified Loans) and
     the effect of prepayments is taken into account in the
     computation of OID with respect to such Certificate
     (the "Prepayment Assumption Rule"), it appears that no
     loss will be allowable as a result of any particular
     prepayment, and instead, a prepayment should be treated
     as a partial payment of the stated redemption price of
     the Stripped Bond Certificate and accounted for under
     the Prepayment Assumption Rule.  However, if a Stripped
     Bond Certificate is treated as an interest in discrete
     Qualified Loans, then when a Qualified Loan is prepaid,
     the holder of such Certificate should recognize a loss
     equal to the excess of the portion of the holder's
     adjusted basis for such Certificate allocable to such
     Qualified Loan over the amount of principal prepaid.
     If a Stripped Coupon
<PAGE>
     
     Certificate is treated as a single instrument and the
     Prepayment Assumption Rule applies, it appears that a
     loss would be available, if at all, as a result of a
     particular prepayment, only if prepayments on the
     Qualified Loans occur at a rate faster than the assumed
     prepayment rate.  However, if a Stripped Coupon
     Certificate is treated as an interest in discrete
     Qualified Loans, then when a Qualified Loan is prepaid,
     the holder of such Certificate should recognize a loss
     equal to the portion of the holder's adjusted basis for
     such Certificate allocable to such Qualified Loan.  If
     a Stripped Bond Certificate or Stripped Coupon
     Certificate is treated as a single instrument but the
     Prepayment Assumption Rule does not apply, it appears
     that no loss will be allowable as a result of any
     particular prepayment, and a Certificateholder would be
     entitled to a loss only upon receiving a final payment
     with respect to such Certificate that is less than such
     Certificateholder's remaining adjusted basis for such
     Certificate.
     
                                
<PAGE>
                                
                           SIGNATURES
                                
      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                              FARMER MAC MORTGAGE SECURITIES
                                   CORPORATION



                              By:
                                   Name:     Christopher Dunn
                                   Title:    Vice President


Dated:  March 24, 1997




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