<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 12, 2000
Farmer Mac Mortgage Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-80805 52-1779791
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
919 18th Street, N.W. 20006
Washington, DC ------------
------------------------ (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)
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Item 5. Other Events
Attached as Exhibits 99.3 to this Current Report are certain materials
(the "Preliminary Term Sheet") furnished to the Registrant by Greenwich Capital
Markets, Inc. (the "Underwriter") in respect of Farmer Mac II Trust 2000-A
Guaranteed Agricultural Mortgage-Backed Securities, Series 4/28/00 (the
"Certificates"). The Certificates are being offered pursuant to a Prospectus
Supplement, to be dated April 28, 2000, and a Prospectus, dated March 29, 2000
(the Prospectus Supplement and the Prospectus are collectively referred to
herein as the "Prospectus") to be filed with the Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"). The
Certificates have been registered pursuant to the Act under a Registration
Statement on Form S-3 (Commission File No. 333-80805) (the "Registration
Statement").
The Preliminary Term Sheet was prepared solely by the Underwriter, and the
Registrant did not prepare or participate in the preparation of the Preliminary
Terms Sheets.
Any statements or information contained in the Preliminary Terms Sheets
shall be deemed to be modified or superseded for purposes of the Prospectus and
the Registration Statement by statements or information contained in the
Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.3 Preliminary Terms Sheet, Prepared April 12, 2000
.
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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: /s/ Nancy E. Corsiglia
--------------------------
Name: Nancy E. Corsiglia
Title: Vice President
Dated: April 28, 2000
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.3 Preliminary Terms Sheet, Prepared April 12, 2000
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EXHIBIT 99.3
Preliminary Terms Sheet Prepared April 12, 2000
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DRAFT
See Disclaimer on Page 1 of this Preliminary Term Sheet
1
This information is furnished to you solely by Greenwich Capital Markets,
Inc. and not by the Issuer of the securities or any of its affiliates.
GreenwichCapital Markets, Inc. is acting as Underwriter and not acting as Agent
for the Issuer or its affiliates in connection with the proposed transaction.
This Preliminary Term Sheet is provided for information purposes only, and
does not constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain all
of the information that a prospective investor may require to make a
fullanalysis of the transaction. All amounts are approximate and subject to
change. The information contained herein supersedes information contained in
anyprior information term sheet for this transaction. In addition, the
information contained herein is superseded by information contained in term
sheetscirculated after the date hereof and is qualified in its entirety by
information contained in the Prospectus and Prospectus Supplement for this
transaction. Anoffering may be made only through the delivery of the Prospectus
and Prospectus Supplement.
PRELIMINARY TERM SHEET
Prepared: April 12, 2000
FARMER MAC II TRUST 2000-A
$____________ (approximate) Class A Certificates
Farmer Mac, Guarantor and Trustee
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
WAL Payment Window
Class Principal Coupon (Yrs) (Mo) Call/Mat
---------- ------ -------------
Amount (1) (3)
Class A
Certificates $ (2) _.__ _____/_____
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(1) Approximate. Subject to final collateral and Guarantor approval.
(2) Interest on the Class A Certificates will be distributed as
described in "Pass-Through Rate" herein. Based on the assumptions
described in "Pass-Through Rate" herein, the Pass-Through Rate for
the initial Distribution Date is expected to be [8.84]%.
(3) The Class A Certificates are subject to an Optional Redemption to
occur as described in "Optional Redemption" herein.
</TABLE>
See Disclaimer on Page 1 of this Preliminary Term Sheet
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DRAFT
Underwriter: Greenwich Capital Markets, Inc.
Depositor: Farmer Mac Mortgage Securities Corporation ("FMMSC").
Issuer/Trustee: Federal Agricultural Mortgage Corporation ("Farmer Mac").
Guarantor: Farmer Mac.
The Certificates: The Issuer will issue the Class A Certificates (the
"Certificates"). The Certificates will represent interests in the
guaranteed portions of a pool of loans ("Guaranteed Portions") originated
under the B&I and FSA loan programs of the USDA (each as defined herein).
Loans: The loans were originated under the United States Department of
Agriculture("USDA") Business and Industry ("B&I") and Farm Service Agency
("FSA") loan programs (the "Loans").
B&I Loans typically range in size from $1,000,000 to $10,000,000 and FSA
Loans can be no larger than $700,000. A portion of each B&I Loan carries
a full faith and credit guarantee of principal and interest from the U.S.
Government typically ranging from 70% to 90% of the Loan amount,
depending on size. FSA Loans are typically guaranteed for 90% of
principal, however, under certain conditions (as described below), FSA
Loans are guaranteed for up to 95% of principal. The guaranteed
percentage is determined by FSA based on the risk involved in the Loan.
The originator of each Loan retains the non-guaranteed portion of such
Loan and acts as servicer for the life of the Loan. The Loans generally
provide regular scheduled payments (usually monthly or annually) of
principal and interest. Interest rates are fixed or variable
predominantly Prime based), determined between the lender and borrower
and subject to USDA review and approval.
As stated above, FSA Loans are typically guaranteed for 90% of principal.
The lender may receive a 95% guarantee when (i) the purpose of the Loan
is to refinance direct FSA farm credit program debt (if only a portion of
the Loan is for this purpose, a weighted average percentage of guarantee
will be used) or (ii) the Loan is made to a beginning farmer to
participate in certain farmer programs.
If the Loan is delinquent for 60 or more days, the holder of the Loan may
notify the lender to repurchase the Loan. Within 30 days of demand by the
holder, the lender has the option to repurchase the Guaranteed Portion of
the Loan for an amount equal to the unpaid guaranteed principal portion
and accrued interest (net of servicing fee). If the lender does not
repurchase the Loan the holder may make a demand to the USDA to
repurchase the Loan. Within 30 days after demand to the USDA from the
holder of the Loan, the USDA, pursuant to the USDA guarantee, will
purchase from the holder 100% of the unpaid principal balance of the
guaranteed portion of the Loan together with 100% accrued interest to the
date of repurchase (net of servicing fee). However, such accrued interest
will only accrue to the extent the date of repurchase does not extend
beyond 90 days from the date of the original demand letter from the
holder to the lender.
See Disclaimer on Page 1 of this Preliminary Term Sheet
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All of the Loans accrue interest in accordance with the simple interest
accrual method and have various payment cycles and payment due dates.
For more information on the Loans, see attached collateral term sheet
(Attachment --).
Servicers: Each Loan will be serviced by the financial institution that
originated such Loans. As of the Cut-off Date, there are 31 institutions
servicing the Loans in the Trust.
Master Servicer: Farmer Mac will act as Master Servicer of the Guaranteed
Portions.
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DRAFT
FederalTax Status: In the opinion of tax counsel to the Issuer, the trust will
be classified for federal income tax purposes as a grantor trust and not
as an association or publicly traded partnership taxable as a
corporation. Certificateholders will be required to report their
respective allocable shares of income earned on Trust assets and, subject
to certain limitations applicable to natural persons, estates and trusts,
may deduct their respective allocable shares of reasonable servicing and
other expenses of the Trust. See "Material Federal Income Tax
Consequences" in the Prospectus Supplement.
Registration: The Certificates will be registered in book-entry form through the
Federal Reserve Bank ("FedBook Entry").
Settlement Date: On or about April [28], 2000. The Certificates will settle on
the Settlement Date [with accrued interest from the Cut-off Date to, but
not including, the Closing Date ([27] days)].
Cut-off Date: The close of business on March 31, 2000.
Distribution Date: The 15 th day of each month or, if any such day is not a
business day, then the next succeeding business day, commencing on June
15, 2000.
AccrualPeriod: The interest accrual period with respect to the Certificates for
a given Distribution Date will be the second calendar month prior to the
month of such Distribution Date. [Interest will accrue on a basis equal
to the interest accrual basis of the Guaranteed Portion.]
Legal Final Distribution Date: _______________.
Credit Enhancement: Credit enhancement is provided by the Guarantor (the
"Guarantee").
Under the Guarantee, the Guarantor unconditionally and irrevocably
guarantees to the Trustee for the benefit of each Certificateholder the
full and complete payment of (i) Net Interest Funds (as defined herein)
and (ii) ultimate principal (including any principal payments with
respect to balloon payments, if any, allocable to the Guaranteed
Portions). The Guarantor's obligations are not backed by the full faith
and credit of the United States.
See Disclaimer on Page 1 of this Preliminary Term Sheet
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ERISA Eligibility: The Certificates are expected to be ERISA eligible, subject
to certain conditions specified in the Prospectus Supplement.
Legal Investment: The Certificates will not constitute "mortgage related
securities" for purposes of SMMEA.
Optional Redemption: On or after the Distribution Date on which the aggregate
principal balance of the Guaranteed Portions is less than 1.00% of the
aggregate principal balance of the Guaranteed Portions as of the Cut-off
Date, the Guarantor may redeem the Certificates, in whole but not in
part, by tendering to the Trustee the purchase price therefor, equal to
100% of the unpaid principal balance of the Guaranteed Portions, plus
accrued and unpaid Interest Funds.
Prepayment Penalties: B&I Loans are typically subject to prepayment penalties
starting at 5% of the original Loan principal amount during the first
year of the Loan and stepping down 1% for the next 4 years ("5/4/3/2/1").
Although the pro rata portion of the prepayment penalties on the
Guaranteed Portions will be sold to the trust, the prepayment penalties
are not covered by the Guarantee or the USDA guarantee.
For more information on the prepayment penalties with respect to each
Guaranteed Portion, see Attachment __.
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DRAFT
Collection Period:For any Distribution Date, the second calendar month preceding
the month of such Distribution Date.
Advances: With respect to any Collection Period, the Guarantor will make the
following advances:
(i) For any Guaranteed Portion with respect to which a scheduled payment
is received in such Collection Period, but the due date therefor is in a
Collection Period subsequent to such Collection Period, interest at the
Loan rate (net of all servicing fees) on the principal balance of the
Guaranteed Portion as reduced by application of such payment (on the
"Simple Interest" method) for the number of days from the date of receipt
through the last day of the calendar month of receipt (an "Early Payment
Advance");
(ii) For any Guaranteed Portion that has a due date in such Collection
Period and for which a payment is received in such Collection Period,
interest at the Loan rate (net of all servicing fees) on the principal
balance of the Guaranteed Portion as reduced by application of
suchpayment (on the simple interest accrual method) for the number of
days from the date of receipt of such payment through the last day of the
calendar month of receipt (a "Timing Advance");
(iii) For any Guaranteed Portion that has a due date in such Collection
Period and for which a payment is not received during such Collection
Period, and for which an Early Payment Advance was not made, interest at
the Loan rate (net of all servicing fees) on the principal balance of the
Guaranteed Portion for the number of days between the date of the most
recent payment or Advance was made with respect to the Loan and the last
day of the calendar month of such date (a "Delinquency Advance").
Early Payment Advances, Timing Advances and Delinquency Advances
(collectively "Advances") will be reimbursable to the Guarantor out of
subsequent collections or recoveries with respect to the Guaranteed
Portions as to which such Advances were made.
See Disclaimer on Page 1 of this Preliminary Term Sheet
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Except for Early Payment Advances, no Advances, will be made for any
Guaranteed Portion that does not have a due date in the Collection Period
related to the applicable Distribution Date.
Priority of Payments:On each Distribution Date, the amounts listed below will be
distributed in the following order of priority:
(i) to the Certificateholders, the Net Interest Funds and unpaid interest;
(ii) to the Certificateholders, the Principal Distribution Amount; and
(iii) to the Certificateholders, the amount of all prepayment penalties
actually received by the Trustee, if any.
Interest Funds: For any related Collection Period, the sum of:
(i) interest received from borrowers during such Collection Period (and in
the case of the first Collection Period, the amounts accrued from and
received after the Cut-off Date);
(ii) the interest portion of recoveries received from the USDA during such
Collection Period; and
(iii) Advances relating to such Collection Period.
Net Interest Funds:For any Collection Period, Interest Funds for such Collection
Period, minus:
(i) the servicing fees, payable with respect to such Collection Period;
(ii) the Guarantee Fee, payable with respect to such Collection Period;
(iii) the Administration Fee, payable with respect to such Collection
Period; and (iv) reimbursements for Advances payable with respect to such
Collection Period.
Principal Distribution Amount: With respect to any Collection Period, all
payments of principal received (including any balloon payments and any
principal prepayments received), plus, with respect to the final
Collection Period, any amounts of ultimate principal paid by the
Guarantor (as described in "Credit Enhancement" herein).
Pass-Through Rate: For any Distribution Date the Pass-Through Rate is a variable
rate which will be derived for each Collection Period to equal the
product of (x) 1/12 and (y) the percentage equivalent of a fraction, the
numerator of which is the Net Interest Funds for the related Collection
Period and the denominator of which is the Class A Certificate Principal
Balance immediately prior to such Distribution Date.
Guarantee Fee: The Guarantee Fee is 0.25% per annum.
Administration Fee: The Administration Fee is 0.14% per annum. The Guarantee Fee
and Administration Fee will be calculated for each Guaranteed Portion,
accrue for the actual number of days used to calculate interest payable
by the borrower at the applicable fee rate on the outstanding principal
balance of the Guaranteed Portion from time to time. Such Fees will be
payable in each Collection Period during which a scheduled payment for
the applicable Guaranteed Portion is received.
See Disclaimer on Page 1 of this Preliminary Term Sheet
