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 29, 2000
Farmer Mac Mortgage Securities Corporation
------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-80805 52-1779791
------------ ------------ ------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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. 333-80805)(the "Registration
Statement"). Pursuant to the Registration Statement, the Registrant issued
approximately $20,611,498 in aggregate principal amount of its Guaranteed
Agricultural /Mortgage-Backed Securities, Series 3/29/00 (the "Certificates") on
March 29, 2000. This Current Report on Form 8-K is being filed to satisfy an
undertaking, in connection with the Prospectus dated March 29, 2000 and the
Prospectus Supplement dated March 29, 2000, to file a copy of the Issue
Supplement, attached hereto as Exhibit 4.3.1. In addition, the Registrant is
filing, as Exhibit 23.3.1 attached hereto, a consent by KPMG LLP to the use of
their report incorporated into the Registration Statement by reference and, as
Exhibit 23.3.2 attached hereto, a consent by Arthur Andersen LLP to the use of
their report incorporated into the Registration Statement by reference.
The Certificates were issued pursuant to a Trust Agreement (filed as
Exhibit 4.3 to the Registration Statement), dated as of June 1, 1996 among
Farmer Mac Mortgage Securities Corporation, as Depositor, Federal Agricultural
Mortgage Corporation, as Guarantor, and First Trust National Association, N.A.,
as Trustee, as supplemented by an Issue Supplement, among Farmer Mac Mortgage
Securities Corporation, as Depositor, Federal Agricultural Mortgage Corporation,
as Guarantor, and U.S. Bank Trust National Association, N.A., as successor to
First Trust National Association, N.A., as Trustee, dated as of March 1, 2000.
<PAGE>
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
4.3.11. Issue Supplement, dated as of March 1, 2000, among Farmer Mac
Mortgage Securities Corporation, as Depositor, Federal Agricultural
Mortgage Corporation, as Guarantor, and U.S. Bank Trust National
Association, N.A., as Trustee.
23.3.1. Consent of KPMG LLP.
23.3.2. Consent of Arthur Andersen LLP.
<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: /s/ Nancy E. Corsiglia
----------------------------------
Name: Nancy E. Corsiglia
Title: Vice President
Dated: March 31, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
4.3.1. Issue Supplement.
23.3.1 Consent of KPMG LLP
23.3.2 Consent of Arthur Andersen LLP
<PAGE>
EXHIBIT 4.3.1
Issue Supplement
<PAGE>
EXECUTION
EXECUTION
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of March 1, 2000
TO TRUST AGREEMENT
FOR GRANTOR TRUSTS
Dated as of June 1, 1996
for
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
Series Designation Issue Date
------------------ ----------
Series 3/29/00 March 29, 2000
THIS ISSUE SUPPLEMENT accompanies and supplements a certain Trust
Agreement for Grantor Trusts, dated as of June 1, 1996 (the "Trust Agreement"),
among the Federal Agricultural Mortgage Corporation, a federally chartered
instrumentality of the United States ("Farmer Mac"), Farmer Mac Mortgage
Securities Corporation, a corporation organized and existing under the laws of
the State of Delaware, (the "Depositor") and U.S. Bank Trust National
Association, a national banking association, (the "Trustee"), as successor in
interest to First Trust National Association. Unless otherwise specified,
certain capitalized terms are defined in such Trust Agreement and shall have the
meanings so defined.
The collective terms of such Trust Agreement and this Issue Supplement
shall govern the composition of the Trust Fund, the beneficial ownership of
which is evidenced by the Series of Certificates having the above designation,
and have no applicability to any other Trust Fund. If any provision of this
Issue Supplement conflicts with or contradicts a provision of the Trust
Agreement, the provisions of this Issue Supplement shall control.
The Depositor does hereby transfer, assign, set over and otherwise convey
to the Trustee for the Holders of Certificates evidencing beneficial ownership
interests in the Trust Fund established hereby (i) all of the Depositor's right,
title and interest in and to the Qualified Loans identified in the Qualified
Loan Schedule attached as Schedule I hereto, including all payments of principal
and interest thereon received after March 1, 2000 (the "Cut-Off Date") other
than payments of principal due and interest accruing on or before the Cut-off
Date and (ii) all of the Depositor's rights, as assignee of Farmer Mac, under
each Loan Sale Agreement providing for the sale of the Qualified Loans
identified in the Qualified Loan Schedule attached as Schedule I hereto,
including, but not limited to, the right to enforce the representations and
warranties therein against the related Seller.
Section 1. Certain Defined Terms Inapplicable.
----------------------------------
The following terms defined in Section 1.01 of the Trust Agreement shall
have no applicability to the Series of Certificates authorized hereby: "Class
Notional Principal Balance," "Interest Only Certificates," "Interest Only
Class," "Notional Principal Balance," "Participation Certificate," "Special
Distribution Date" and "Special Record Date."
Section 2. Certain Defined Terms Redefined.
-------------------------------
The following terms defined in Section 1.01 of the Trust Agreement are
modified to have the following meanings for the Series of Certificates
authorized hereby:
Certificate:
-----------
A Guaranteed Agricultural Mortgage-Backed Security, which, in the case of
all Classes of Certificates, shall be issued in book-entry form and maintained
in the name of a record owner as an entry on the books of a Reserve Bank under a
designation specifying the Series, Class and denomination thereof.
Certificate Distribution Amount:
-------------------------------
With respect to each Class and Distribution Date, the sum of
(a) all interest accrued at the related Certificate Interest Rate
during the preceding Interest Accrual Period for such Class on the Class
Certificate Principal Balance thereof immediately preceding such
Distribution Date; and
(b) the Principal Distribution Amount on such date for the Qualified
Loan Pool bearing the same alpha-numerical designation as such Class.
Certificate Interest Rate:
---------------------------
For each Class and Distribution Date, a variable rate per annum equal to
the weighted average (by Scheduled Principal Balance) carried to three decimal
places, rounded down, of the Net Mortgage Rates of the Qualified Loans in the
Qualified Loan Pool bearing the same alpha-numerical designation as such Class.
Certificate Principal Balance:
-----------------------------
As to any Certificate, prior to the related initial Distribution Date, the
Denomination thereof and, subsequent to such initial Distribution Date, the
Denomination thereof multiplied by the then applicable Certificate Principal
Factor.
Certificate Principal Factor:
------------------------------
As to any date of determination and as to any Class of Certificates, a
fraction the numerator of which is (i) the aggregate of the Denominations of all
Certificates of such Class minus (ii) the aggregate amount of all Principal
Distribution Amounts, if any, distributed thereto prior to such date of
determination and the denominator of which is the aggregate of the Denominations
of all Certificates of such Class.
Certificateholder or Holder:
---------------------------
As to any Certificates, the record owner on the appropriate Reserve Bank's
books.
Class Certificate Principal Balance:
-----------------------------------
With respect to any Class of Certificates, at any time, the aggregate of
the Certificate Principal Balances of all Certificates of such Class.
Distribution Date:
------------------
As to each Class, the 25th day of each month specified in the table below
(or if such 25th day is not a Business Day, the Business Day immediately
following), commencing on the date specified:
Month of Each
Class Distribution Date Initial Distribution Date
----- ----------------- ------- -----------------
QM1010 Monthly April 25, 2000
QS1010 January and July July 25, 2000
Due Period:
----------
With respect to any Qualified Loan Pool and Distribution Date, the period
beginning immediately following the preceding Due Period (or the day immediately
following the Cut-Off Date in the case of the initial Distribution Date) and
ending on and including the first day of the month of such Distribution Date.
Final Distribution Date:
-----------------------
As to any Class, the Distribution Date specified as such for such Class in
Section 4 of this Issue Supplement.
Prepayment Period:
-----------------
As to each Qualified Loan Pool and Distribution Date, the preceding Due
Period for such Qualified Loan Pool.
Principal Distribution Amount:
-----------------------------
With respect to each Qualified Loan Pool and Distribution Date, the sum of
(a) all Curtailments received with respect to the Qualified Loans in
such Qualified Loan Pool during the preceding Prepayment Period for such
Qualified Loan Pool;
(b) the Scheduled Principal Balance of each Qualified Loan in such
Qualified Loan Pool which was the subject of a Principal Prepayment in
Full during the preceding Prepayment Period or which became a Liquidated
Qualified Loan (or which was repurchased from the Trust Fund as permitted
or required pursuant to the Trust Agreement) during such preceding
Prepayment Period for such Qualified Loan Pool;
(c) the principal component of each Installment Payment (including
any Balloon Payment) due in respect of each Qualified Loan included in
such Qualified Loan Pool during the preceding Due Period for such
Qualified Loan Pool; and
(d) if such Distribution Date is the Final Distribution Date for the
related Class of Certificates, any amount by which the Class Certificate
Principal Balance therefor would be greater than zero after distribution
of the amounts specified in (a) - (c) above.
Qualified Loan Schedule:
-----------------------
As of any date of determination, the schedule of Qualified Loans included
in the Trust Fund, separately identifying each Qualified Loan Pool, the Field
Servicer's Fee and Administrative Fee for each Qualified Loan. The initial
schedule is attached as Schedule I to this Issue Supplement.
Section 3. Defined Terms Applicable to Issue Supplement.
--------------------------------------------
Whenever used in this Issue Supplement, the following words and phrases
shall have the following meanings:
Administrative Fee:
------------------
The per annum rate identified as such for each Qualified Loan set forth in
the Qualified Loan Schedule.
Central Servicer:
----------------
With respect to any Qualified Loan either Equitable Agri-Business, Inc., a
Delaware corporation, or Zions First National bank, a national bank, as
identified in the Qualified Loan Schedule.
Central Servicing Fee Rate:
--------------------------
An amount as described in the supplement to the Servicing Contract between
Farmer Mac and the applicable Central Servicer.
Closing Date: March 29, 2000.
------------
Collected Prepayment Premiums:
-----------------------------
With respect to each Class of Certificates and Distribution Date, the
aggregate of Prepayment Premiums received during the preceding Due Period by the
Central Servicer, in each case, in respect of the Qualified Loan Pool bearing
the same alpha-numerical designation as such Class.
Cut-Off Date: March 1, 2000.
------------
Field Servicer's Fee:
--------------------
The per annum rate identified as such for each Qualified Loan set forth in
the Qualified Loan Schedule.
Guarantee Fee:
-------------
The per annum rate identified as such for each Qualified Loan set forth in
the Qualified Loan Schedule.
Interest Accrual Period:
-------------------------
As to each Class and Distribution Date, the period from the first day of
the month of the preceding Distribution Date (or in the case of the initial
Distribution Date for a Class, from the Cut-Off Date) to and including the last
day of the month preceding the month of such Distribution Date.
Liquidated Qualified Loan:
-------------------------
Any defaulted Qualified Loan as to which Farmer Mac has determined that all
amounts it expects to recover from or on account of such Qualified Loan have
been recovered.
Net Mortgage Rate:
-----------------
As to each Qualified Loan, the Mortgage Rate thereon less the sum of (i)
the Administrative Fee and (ii) the Field Servicer's Fee for such loan.
Net Prepayment Premium:
----------------------
As to each Qualified Loan and each Collected Prepayment Premium recovered
thereon, the amount of the related prepayment premium or yield maintenance
charge calculated on the basis of the Net Mortgage Rate rather than the Mortgage
Interest Rate of the related Qualified Loan.
Qualified Loan Pool:
-------------------
Each of the two groups of Qualified Loans identified in the Qualified Loan
Schedule.
Termination Percentage: One percent.
----------------------
Termination Price:
-----------------
The sum of 100% of the unpaid principal balance of each outstanding
Qualified Loan and any REO Qualified Loan plus accrued and unpaid interest
thereon at the applicable Mortgage Interest Rate (less any amounts constituting
previously unreimbursed advances).
Section 4. Classes of Certificates; Distributions on Certificates.
--------------------------------------------------------
The Series of Certificates authorized by the Trust Agreement and this Issue
Supplement shall be divided into two Classes of Certificates having the terms
and provisions hereinafter set forth. The Class designations, original Class
Certificate Principal Balances and Final Distribution Dates shall be as follows:
<TABLE>
<CAPTION>
Original Class
Designation Certificate Final Distribution
----------- Principal Balance Date
----------------- ----
<S> <C> <C> <C>
Class QM1010 $ 4,391,638 November 25, 2024
Class QS1010 $ 16,219,860 July 25, 2025
</TABLE>
On each Distribution Date for a Class of Certificates, Farmer Mac shall
distribute the related Certificate Distribution Amount and any Net Prepayment
Premiums for such Class to the Certificateholders of such Class as of the
related Record Date. Amounts distributed in respect of clause (b) of the
definition of Certificate Distribution Amount shall be applied in reduction of
the Certificate Principal Balances of the Certificates. All distributions of the
Certificate Distribution Amount and any Net Prepayment Premiums for a Class
shall be applied on a pro rata basis among the Certificates of such Class. Net
Prepayment Premiums shall not be applied to accrued certificate interest on or
to reduce the Certificate Principal Balance of any Certificate.
Section 5. Form and Denominations.
-----------------------
The Certificates shall be issued in book-entry form as provided in Section
3.02(a) of the Trust Agreement; interests therein shall be held in minimum
Denominations of $1,000 and integral multiples of $1 in excess thereof.
Section 6. Servicing Compensation.
----------------------
For any Distribution Date, as compensation for its activities and
obligations under the Trust Agreement and hereunder, the Master Servicer shall
be entitled to retain the excess of (i) any Collected Prepayment Premium for
such Distribution over (ii) any Net Prepayment Premium for such Distribution
Date.
Section 7. Collection of Certain Qualified Loan Payments.
---------------------------------------------
Section 4.05 of the Trust Agreement is amended by restating clause (v)
thereof in its entirety as follows:
"(v) Any Net Prepayment Premiums collected on the Qualified Loans."
Section 8. Termination of the Trust Fund.
-----------------------------
Section 9.01 of the Trust Agreement is restated in its entirety as follows:
"The respective obligations and responsibilities of Farmer Mac and
the Trustee created hereby shall terminate upon the distribution to all
Holders of all amounts required to be distributed hereunder upon (i) the
repurchase by Farmer Mac of all Qualified Loans and REO Property remaining
in the Trust Fund at the Termination Price; (ii) the final payment of the
last Qualified Loan and/or REO Property remaining in the Trust Fund; or
(iii) distribution by Farmer Mac pursuant to the Farmer Mac Guarantee on
the Final Distribution Date for the Class of Certificates having the
latest Final Distribution Date of an amount sufficient to reduce the Class
Certificate Principal Balance of such Class to zero; provided, however,
that in no event shall any trust created hereby continue beyond the
expiration of 21 years from the death of the survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States of America
to the Court of St. James's, living on the Cut-Off Date.
The right of Farmer Mac to repurchase all Qualified Loans and REO
Property in the Trust Fund pursuant to clause (i) above shall be subject
to the aggregate Scheduled Principal Balances of the Qualified Loans being
less than the Termination Percentage of the Scheduled Principal Balances
thereof as of the Cut-Off Date. Any such repurchase shall take place on a
Distribution Date for any then outstanding Class (regardless of whether
such Distribution Date constitutes a Distribution Date for all such
Classes of Certificates), and the proceeds of any such repurchase shall be
distributed to Holders of the applicable Classes of Certificates on such
Distribution Date, pro rata, in the first instance in respect of accrued
interest and then, as a distribution of principal.
In connection with any such termination, Farmer Mac shall make
available to financial publications and electronic services notice for the
benefit of Holders of Certificates to the effect that the final
distribution will be made on the Distribution Date therein specified to
Certificateholders of record on the applicable Record Date."
Section 9. Intended Classification.
-----------------------
A new Section 11.06 is added to the Trust Agreement as follows:
"Section 11.06. Intended Classification.
-----------------------
It is intended that the Trust Fund be classified for federal income tax
purposes as an `investment trust' within the meaning of Treasury
Regulation 301.7701-4(c), and notwithstanding anything to the contrary
herein, the provisions of this Agreement shall be applied and interpreted
in a manner consistent with such intention, including, without limitation,
so as to circumscribe any right to exercise discretion granted to Farmer
Mac herein as to matters relating to the Qualified Loans."
* * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto hereby execute this Issue
Supplement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION
[SEAL]
By: /s/ Nancy E. Corsiglia
-----------------------------
Attest: Jerome G. Oslick Nancy E. Corsiglia
Vice President
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Nancy E. Corsiglia
-----------------------------
Attest: Jerome G. Oslick Nancy E. Corsiglia
Vice President
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
[SEAL] No Corporate Seal
By: /s/ Eve D. Kaplan
-------------------------
Eve D. Kaplan
Attest: Lori-Anne Rosenberg Vice President
<PAGE>
EXHIBIT 23.3.1
Consent of KPMG LLP
<PAGE>
The Board of Directors
Federal Agricultural Mortgage Corporation
We consent to the use of our report incorporated herein by reference on page 16
of the Prospectus dated March 29, 2000.
/s/ KPMG LLP
Washington, D.C.
March 29, 2000
<PAGE>
EXHIBIT 23.3.2
Consent of Arthur Andersen LLP
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this the Prospectus dated March 29, 2000 of our report dated
January 19, 2000, included in the Federal Agricultural Mortgage Corporation's
Form 10-K for the year ended December 31, 1999, and to all references to our
Firm included in the Prospectus referred to above,
/s/ Arthur Andersen LLP
Vienna, VA.
March 29, 2000
