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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 Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 4, 1998
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
District of Columbia l-7102 52-0891669
(state or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
Woodland Park, 2201 Cooperative Way, Herndon, VA 20171-3025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 709-6700
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
1.1 Purchase Agreement dated December 1, 1998 between the Company,
Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith.
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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.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
/s/ Steven L. Lilly
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Steven L. Lilly
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: December 4, 1998
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Exhibit 1.1
PURCHASE AGREEMENT
December 1, 1998
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Woodland Park
2201 Cooperative Way
Herndon, Virginia 20171
Attention: Senior Vice President and Chief Financial Officer
The undersigned agree to, severally, purchase the following
principal amount of the Securities described in the Agency Agreement dated June
19, 1996, and amended as of November 19, 1997, March 30, 1998, and June 17, 1998
(as it may be supplemented or amended from time to time, the "Agency Agreement")
each of the undersigned being obligated to purchase one-half of the aggregate
principal amount of such Securities:
Principal Amount: $230,000,000
Currency: U.S. dollars
Interest Rate: 5.75%
Discount: .650% of Principal Amount
Aggregate Price to
be paid to Company
(in immediately
available funds): $228,281,900
Settlement Date: December 4, 1998
Other Terms: Medium-Term Notes due 2008
Our obligation to purchase Securities hereunder is subject to
the continued accuracy of your representations and warranties contained in the
Agency Agreement and to your performance and observance in all material respects
of all applicable covenants and agreements contained therein,
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including, without limitation, your obligations pursuant to Section 7 thereof.
Our obligation hereunder is subject to the further condition that we shall
receive (a) the opinions required to be delivered pursuant to Sections 5(e) and
5(f) of the Agency Agreement, (b) the certificate required to be delivered
pursuant to Section 5(g) of the Agency Agreement and (c) the letter required to
be delivered pursuant to 5(h) of the Agency Agreement, in each case dated as of
the above Settlement Date.
In further consideration of our agreement hereunder, you agree
that between the date hereof and the above Settlement Date, you will not offer
or sell, or enter into any agreement to sell, except to your members, any debt
securities of the Company of substantially the form of the Securities.
We may terminate this Agreement, immediately upon notice to
you, at any time prior to the above Settlement Date, if prior thereto (a)
trading in securities generally on the New York Stock Exchange is suspended, or
minimum prices are established on that Exchange, or (b) a banking moratorium is
declared by either Federal or New York State authorities, or (c) the United
States is or becomes engaged in any outbreak of hostilities, an escalation of
hostilities or a national emergency or war. In the event of such termination, no
party shall have any liability to the other party hereto, except as provided in
Sections 4, 7 and 13 of the Agency Agreement.
Except as expressly designated, capitalized terms used herein
are defined in the Agency Agreement (including the exhibits thereto).
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This Agreement shall be governed by and construed in
accordance with the laws of New York.
LEHMAN BROTHERS INC.,
By /s/ GREG HALL
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Name: Greg Hall
Title: Senior Vice President
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
By /s/ ROBERT CRAIG
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Name: Robert Craig
Title: Vice President
Accepted: December 1, 1998
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
By /s/ STEVEN L. LILLY
---------------------------------
Name: Steven L. Lilly
Title: Senior Vice President and
Chief Financial Officer
