<PAGE> 1
Rule 424(b)(3)
Reg. No. 33-50463
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 22, 1993)
U.S. $400,000,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
MEDIUM-TERM NOTES, SERIES C
WITH MATURITIES OF NINE MONTHS OR MORE FROM DATE OF ISSUE
------------------------
National Rural Utilities Cooperative Finance Corporation ("CFC" or the
"Company") may offer from time to time its Medium-Term Notes, Series C (the
"Notes") for proceeds up to U.S. $400,000,000 (or the equivalent thereof if any
of the Notes are denominated in foreign currencies or currency units), subject
to reduction as a result of the sale of its Euro Medium-Term Notes outside the
United States. See "Description of the Medium-Term Notes--General" and "Plan of
Distribution". Each Note will mature on a date nine months or more from the date
of issue, as set forth on the face of such Note. If set forth in an accompanying
Prospectus Supplement (a "Supplement") to this Prospectus Supplement, the Notes
will be redeemable at the option of the Company or repayable at the option of
the holder prior to their stated maturity. The Notes denominated in U.S. dollars
will be issued in denominations of $1,000 and any integral multiple thereof. If
the Notes are to be denominated in a foreign currency or currency unit (a
"Specified Currency"), then the provisions with respect thereto will be set
forth in the applicable Supplement. See "Description of the Medium-Term Notes".
The Notes will be issued only in fully registered form and will be
represented by either a global security registered in the name of a nominee of
The Depository Trust Company, as Depositary (a "Book-Entry Note"), or a
certificate issued in definitive form (a "Certificated Note"), as set forth in
the applicable Supplement. Beneficial interests in Book-Entry Notes will be
shown on and transfer thereof will be effected only through the records
maintained by the Depositary's participants. See "Description of the Medium-Term
Notes--Book-Entry Notes". Except as described in "Description of the Medium-Term
Notes--Book-Entry Notes", owners of beneficial interest in Book-Entry Notes will
not be entitled to receive Certificated Notes and will not be considered the
holders of such Book-Entry Notes.
The interest rate or interest rate formula, issue price and stated maturity
for each Note and whether such Note is a Book-Entry Note or a Certificated Note
will be established by the Company at the date of issuance of such Note and will
be indicated in the applicable Supplement. Interest rates and interest rate
formulas are subject to change by the Company, but no such change will affect
the interest on, or interest rate formula for, any Note theretofore issued or
which the Company has agreed to sell. Unless otherwise indicated in the
applicable Supplement, the Notes will bear interest at a fixed rate (a "Fixed
Rate Note") or at a rate or rates determined by reference to LIBOR, the Treasury
Rate, the Commercial Paper Rate, the Prime Rate, the Fed Funds Rate, the CD Rate
or such other interest rate formula as may be designated in the applicable
Supplement (a "Base Rate"), as adjusted by a Spread and/or Spread Multiplier, if
any, applicable to such Notes (a "Floating Rate Note"). See "Description of the
Medium-Term Notes". Interest rates are subject to change by the Company, but no
such change will affect the interest rate on any Note theretofore issued or
which the Company has agreed to sell.
Unless otherwise indicated in the applicable Supplement, the Interest
Payment Dates for Fixed Rate Notes will be January 15 and July 15 of each year
and for Floating Rate Notes will be as specified under "Description of the
Medium-Term Notes--Floating Rate Notes".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EX-
CHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCU-RACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT
HERETO OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PRICE TO AGENTS' DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE COMPANY(2)(3)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note..................... 100% -- 100%
- ----------------------------------------------------------------------------------------------------------------------------
Total........................ $400,000,000(4)(5) -- 400,000,000(4)(5)
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Unless otherwise specified in a Supplement, Notes will be issued at 100% of
principal amount.
(2) The Company is offering the Notes directly to its members on its own behalf.
No commission will be payable on any Note sold directly by the Company.
(3) Assuming Notes are issued at 100% of principal amount and before deducting
expenses payable by the Company estimated at U.S. $485,000.
(4) In U.S. dollars or the equivalent thereof in foreign currencies or currency
units.
(5) To be reduced as a result of any sales of Euro Medium-Term Notes of the
Company and any sales of the Notes to members of the Company. See "Plan of
Distribution".
------------------------
The Notes are being offered on a continuing basis by the Company to its
members directly on its own behalf. The Notes will not be listed on any
securities exchange, and there can be no assurance that the Notes will be sold
or that there will be a secondary market for the Notes. The Company reserves the
right to withdraw, cancel or modify the offer or solicitation of offers made
hereby without notice. The Company may reject any offer in whole or in part. See
"Plan of Distribution".
April 20,1994
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY OR OTHER DEBT SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
---------------------
DESCRIPTION OF THE MEDIUM-TERM NOTES
The following description of the particular terms of the Notes offered
hereby supplements and to the extent inconsistent therewith replaces the
description of the general terms of the Securities set forth under the heading
"Description of Securities" in the accompanying Prospectus, to which description
reference is made. The Notes are referred to in the Prospectus as the "Offered
Securities". Unless otherwise specified in an applicable Supplement, the
following description of the Notes will apply.
GENERAL
The Notes will be issued under the Indenture referred to in the
accompanying Prospectus, as supplemented by a First Supplemental Indenture dated
as of October 1, 1990 (the "Indenture"), with Harris Trust and Savings Bank, as
successor trustee (the "Trustee"). The Company has initially designated Bank of
Montreal Trust Company as its Paying Agent and Security Registrar for the Notes.
The Notes offered hereby constitute a single series for purposes of the
Indenture, unlimited in aggregate principal amount. See "Plan of Distribution".
Unless otherwise indicated in the applicable Supplement, currency amounts in
this Prospectus Supplement, the accompanying Prospectus and any Supplement are
stated in United States dollars ("$", "dollars", "U.S. dollars" or "U.S. $").
Each Note will mature nine months or more from the date of issue, as
selected by the initial purchaser and agreed to by the Company and as specified
in the applicable Supplement.
The Notes will be issuable only in fully registered form, and if
denominated in U.S. dollars, in denominations of $1,000 and integral multiples
of $1,000 in excess thereof. The authorized denominations of Notes not
denominated in U.S. dollars will be set forth in the applicable Supplement.
The Supplement relating to a Note will describe the following terms: (1)
the Specified Currency of such Note; (2) if other than 100%, the price
(expressed as a percentage of the aggregate principal amount thereof) at which
such Note will be issued; (3) the date on which such Note will be issued; (4)
the date on which such Note will mature (the "Maturity Date"); (5) the rate per
annum at which such Note will bear interest; (6) whether such Note will be
issued initially as a Book-Entry Note or a Certificated Note; and (7) any other
terms of such Note not inconsistent with the provisions of the Indenture.
Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note. The depositary for the Book-Entry Notes will initially be The
Depository Trust Company in The City of New York (the "Depositary"). See
"Book-Entry Notes".
An Original Issue Discount Note is a Note which is issued at a price lower
than the principal amount thereof and which provides that upon redemption or
acceleration of the maturity thereof an amount less than the principal thereof
shall become due and payable. In the event of redemption or acceleration of the
maturity of an Original Issue Discount Note, the amount payable to the Holder of
such Note upon such redemption or acceleration will be determined in accordance
with the terms of the Note. For information respecting "original issue discount"
for United States federal income tax purposes, see "United States Taxation--U.S.
Holders-- Original Issue Discount" in the Prospectus.
Unless otherwise indicated in the applicable Supplement, the Notes will be
denominated in U.S. dollars and payments of principal of, premium, if any, and
any interest on the Notes will be made in U.S. dollars. If any of the Notes are
to be denominated in a foreign currency (a currency other than U.S. dollars) or
currency unit, or if the principal of, premium, if any, and any interest on any
of the Notes is to be payable at the option of the Holder or
S-2
<PAGE> 3
the Company in a currency, including a currency unit, other than that in which
such Note is denominated, the applicable Supplement will provide additional
information, including applicable exchange rate information, pertaining to the
terms of such Notes and other matters of interest to the Holders thereof.
Payments on Book-Entry Notes will be made through the Paying Agent to the
Depositary. See "Book-Entry Notes".
Payments of principal of, premium, if any, and any interest on any
Certificated Note payable at maturity or upon redemption will be made in
immediately available funds at the office of the Paying Agent in the Borough of
Manhattan, The City of New York, provided that payments in such funds will be
made only if such Notes are presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. The Company has initially designated Bank of Montreal Trust Company,
acting through its office in the Borough of Manhattan, The City of New York, as
its Paying Agent for the Notes. Interest on Certificated Notes (other than
interest payable at maturity or upon redemption) will be paid by check mailed to
the address of the person entitled thereto. Notwithstanding the foregoing, a
Holder of $10,000,000 or more in aggregate principal amount of Certificated
Notes of like tenor and terms will be entitled to receive such payment of
interest by wire transfer in immediately available funds, but only if
appropriate instructions have been received in writing by the Paying Agent on or
prior to the applicable Regular Record Date for such payment of interest.
Certificated Notes may be presented for registration of transfer or
exchange at the office of Bank of Montreal Trust Company in the Borough of
Manhattan, The City of New York. Book-Entry Notes may be transferred or
exchanged through a participating member of the Depositary. See "Book-Entry
Notes".
The Notes will be direct, unsecured obligations of the Company.
For a description of the rights attaching to different series of Securities
under the Indenture, see "Description of Securities" in the Prospectus.
INTEREST AND INTEREST RATES
Each Note will bear interest from the date of issue or from the most recent
Interest Payment Date to which interest on such Note has been paid or duly
provided for at the fixed rate per annum, or at the rate per annum determined
pursuant to the interest rate formula, stated therein and in the applicable
Supplement until the principal thereof is paid or made available for payment.
Interest will be payable on each Interest Payment Date and at maturity or upon
earlier redemption or repayment (each such date a "Maturity"). See "Description
of Securities--Payment and Paying Agents" in the Prospectus. Interest will be
payable to the Person in whose name a Note is registered at the close of
business on the Regular Record Date next preceding each Interest Payment Date;
provided, however, that interest payable at Maturity will be payable to the
Person to whom principal shall be payable. Unless otherwise indicated in the
applicable Supplement, the first payment of interest on any Note originally
issued between a Regular Record Date and an Interest Payment Date will be made
on the Interest Payment Date following the next succeeding Regular Record Date
to the registered holder on such next succeeding Regular Record Date.
Interest rates, or interest rate formulas, are subject to change by the
Company from time to time, but no such change will affect any Note already
issued or as to which an offer to purchase has been accepted by the Company.
Each Note will bear interest from its date of issue at the annual rate
stated on the face thereof (as specified in the applicable Supplement). The
Interest Payment Dates for the Notes will be January 15 and July 15 of each year
and the Regular Record Dates will be January 1 and July 1 of each year. Interest
on Notes will be computed and paid on the basis of a 360-day year of twelve
30-day months. Interest payments on Notes will equal the amount of interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid (or from and including the date of issue, if no
interest has been paid with respect to such Notes), to but excluding the related
Interest Payment Date or Maturity, as the case may be. If any Interest Payment
Date or the Maturity of a Note falls on a day that is not a Business Day, the
related payment of principal, premium, if any, or interest will be made on the
next succeeding Business Day as if made on the date such
S-3
<PAGE> 4
payment was due, and no interest will accrue on the amount so payable for the
period from and after such Interest Payment Date or Maturity, as the case may
be.
BOOK-ENTRY NOTES
The Depositary will act as securities depositary for Book-Entry Notes. The
Book-Entry Notes will be issued as fully-registered securities registered in the
name of Cede & Co. (the Depositary's partnership nominee). One fully-registered
Global Security will be issued for each issue of the Notes, each in the
aggregate principal amount of such issue, and will be deposited with the
Depositary. If, however, the aggregate principal amount of any issue exceeds
$150 million, one Global Security will be issued with respect to each $150
million of principal amount and an additional Global Security will be issued
with respect to any remaining principal amount of such issue.
The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants ("Participants") deposit with the Depositary. The Depositary also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
("Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the NASD. Access to
the Depositary's system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the Depositary's system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Notes on the Depositary's records. The ownership interest of each actual
purchaser of each Book-Entry Note ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Book-Entry
Notes are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Book-Entry Notes, except in the event
that use of the book-entry system for one or more Book-Entry Notes is
discontinued.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. The deposit of Global Securities with the
Depositary and their registration in the name of Cede & Co. effects no change in
beneficial ownership. The Depositary has no knowledge of the actual Beneficial
Owners of the Book-Entry Notes; the Depositary's records reflect only the
identity of the Direct Participants to whose accounts such Book-Entry Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices will be sent to Cede & Co. If less than all of the
Book-entry Notes are being redeemed, and unless otherwise notified by either the
Company or the Trustee, the Depositary's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
S-4
<PAGE> 5
Neither the Depositary nor Cede & Co. will consent or vote with respect to
Book-Entry Notes. Under its usual procedures, the Depositary will mail an
Omnibus Proxy to the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Book-Entry Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Book-Entry Notes will be made to the
Depositary. The Depositary's practice is to credit Direct Participants' accounts
on the payable date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such Participant
and not of the Depositary, any Agents, or the Company, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company or
Agents, disbursement of such payments to Direct Participants will be the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
A Beneficial Owner must give notice to elect to have its Book-Entry Notes
purchased or tendered, through its Participant, to the Paying Agent, and must
effect delivery of such Book-Entry Notes by causing the Direct Participant to
transfer the Participant's interest in the Book-Entry Notes, on the Depositary's
records, to the Paying Agent. The requirement for physical delivery of
Book-Entry Notes in connection with a demand for purchase or a mandatory
purchase will be deemed satisfied when the ownership rights in the Book-Entry
Notes are transferred by Direct Participants on the Depositary's records.
The Depositary may discontinue providing its services as securities
depositary with respect to the Book-Entry Notes at any time by giving reasonable
notice to the Company or the Agents. Under such circumstances, in the event that
a successor securities depositary is not obtained, Certificated Notes are
required to be printed and delivered in exchange for the Book-Entry Notes
represented by the Global Securities held by the Depositary.
The Company may decide to discontinue use of system of book-entry transfers
through the Depositary (or a successor securities depositary). In that event,
Certificated Notes will be printed and delivered in exchange for the Book-Entry
Notes represented by the Global Securities held by the Depositary.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
Neither the Company, the Trustee, any paying agent nor the registrar for
the Notes will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
in a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
S-5
<PAGE> 6
CAPITALIZATION
The following table shows the capitalization of the Company as of August
31, 1993.
<TABLE>
<CAPTION>
(DOLLARS
IN
THOUSANDS)
<S> <C>
SENIOR DEBT:
Short-term Indebtedness(A).................................... $ 736,975
Long-term Debt(A)............................................. 3,229,011
----------
Total Senior Debt(B).................................. 3,965,986
----------
SUBORDINATED DEBT AND MEMBERS' EQUITY:
Members' Subordinated Certificates(C)......................... 1,219,330
Members' Equity(D)............................................ 243,656
----------
Total Capitalization.................................. $5,428,972
----------
----------
</TABLE>
- ------------
(A) Short-term indebtedness is used to fund the Company's short-,
intermediate-and long-term variable rate loans, as well as its long-term fixed
rate loans on a temporary basis. It generally consists of commercial paper with
maturities of up to nine months. To support its own commercial paper and its
obligations with respect to tax-exempt debt issued on behalf of members, the
Company had at August 31, 1993, bank lines of credit providing for borrowings
aggregating $95,000,000 and bank revolving credit agreements providing for
borrowings aggregating up to $2,900,000,000. The lines of credit are subject to
termination at the banks' option, and the Company's ability to borrow under the
revolving credit agreements is subject to continued satisfaction of certain
conditions, including the maintenance of Members' Equity and Members'
Subordinated Certificates of at least $1,329,700,000 increased each fiscal year
after 1992 by 90% of net margins not distributed to Members and an average fixed
charge coverage ratio over the six most recent fiscal quarters of at least
1.025. The revolving credit agreement also requires a fixed charge coverage
ratio of 1.05 for the preceding fiscal year as a condition to the retirement of
patronage capital. Commercial paper in the amount of $2,030,000,000, which is
supported by a three-year revolving credit agreement, is shown as long-term
debt. Long-term debt also includes the Company's Collateral Trust Bonds and
Medium-Term Notes.
(B) At August 31, 1993, the Company had outstanding guarantees of
tax-exempt securities issued on behalf of members in the aggregate amount of
$1,549,290,000. Guaranteed tax-exempt securities included $1,118,100,000 of
long-term adjustable or floating/fixed rate pollution control bonds which
are required to be remarketed at the option of the holders. The Company has
agreed to purchase any such bonds that cannot be remarketed. At August 31,
1993, the Company had guaranteed its members' obligations in connection with
certain lease transactions, commercial paper and other debt in the amount of
$1,219,874,000.
(C) Subordinated Certificates are subordinated obligations purchased by
members as a condition of membership and in connection with the Company's
extension of long-term credit to them. Those issued as a condition of membership
($640,520,000 at August 31, 1993) generally mature 100 years from issuance and
bear interest at 5% per annum. The others either mature 46 to 50 years from
issuance, or mature at the same time as, or amortize proportionately with, the
credit extended, and either are non-interest bearing or bear interest at varying
rates.
(D) The Company allocates its net margins to its members in proportion to
interest earned by the Company from such members and intends to return the
amounts so allocated to its members on a seven-year, or shorter, cycle with due
regard for the Company's financial condition.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by the Company on its own
behalf directly to its members. The Company will have the sole right to accept
offers to purchase Notes and may reject any such offer, in whole or in part.
S-6
<PAGE> 7
The Company will provide separate instructions respecting procedures for
the purchase of Notes in its brochure entitled "CFC Medium-Term Notes". Unless
otherwise indicated in the applicable Supplement, payment of the purchase price
of Notes will be required to be made in immediately available funds to the
Trustee in New York City.
In addition to the offering of the Notes directly by the Company as
described herein, the Notes are being offered on a continuing basis by the
Company through Lehman Brothers, Lehman Brothers Inc. (including its affiliate
Lehman Special Securities Inc.) and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Agents"), which have agreed to use their best
efforts to solicit purchases of the Notes under the terms of an Agency Agreement
dated November 3, 1993 (the "Agency Agreement"). The Company will pay each Agent
a commission of from .125% to .625% of the principal amount of each Note,
depending on its Stated Maturity, sold through such Agent.
The Company also may sell Notes to each Agent, acting as principal, at or
above par or at a discount to be agreed upon at the time of sale, for resale to
one or more investors at varying prices related to prevailing market prices at
the time of such resale, as determined by such Agent. The Company has reserved
the right to sell Notes directly on its own behalf other than to its members.
Any Notes sold pursuant to the Agency Agreement, or sold by the Company to
the Agents for resale as contemplated by the Agency Agreement, will reduce the
remaining principal amount of Notes which may be offered by this Prospectus
Supplement and the Prospectus.
In addition to offering Notes as described herein, Securities which are
medium-term notes and may have terms substantially similar to the terms of the
Notes offered hereby (but constituting one or more separate series of the
Securities for purposes of the Indenture) may be offered in the future on a
continuing basis primarily in Europe ("Euro Medium-Term Notes") by the Company
pursuant to a Placement Agency Agreement with Lehman Brothers International,
Inc., Union Bank of Switzerland (Securities) Limited and such other firms as may
be named (the "European Agents") as agents for the Company, the terms of which
are expected to be substantially similar to the terms of the Agency Agreement,
except for certain selling restrictions specified in the Placement Agency
Agreement. Any Securities sold pursuant to such Placement Agency Agreement, or
sold by the Company to the European Agents for resale as contemplated by such
Placement Agency Agreement, will reduce the remaining principal amount of Notes
which may be offered by this Prospectus Supplement and the Prospectus.
S-7
<PAGE> 8
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN AS CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT HERETO AND
THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT HERETO AND
THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT HERETO OR THE
ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SINCE ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Supplement
Description of the Medium-Term Notes... S-2
Capitalization......................... S-6
Plan of Distribution................... S-6
Prospectus
Available Information.................. 2
Documents Incorporated by Reference.... 2
The Company............................ 3
Use of Proceeds........................ 9
Summary Financial Information.......... 10
The Rural Electric Systems............. 11
Description of Securities.............. 18
Description of Warrants................ 25
Limitations of Issuance of Bearer
Securities........................... 26
United States Taxation................. 26
Plan of Distribution................... 31
Legal Opinions......................... 32
Experts................................ 32
- ---------------------------------------------
- ---------------------------------------------
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
[LOGO]
U.S. $400,000,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION
MEDIUM-TERM NOTES, SERIES C
---------------------------------------------
PROSPECTUS SUPPLEMENT
APRIL 20, 1994
---------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
