FEDERAL AGRICULTURAL MORTGAGE CORP
SC 13G/A, 1997-02-10
FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES
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<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G
                               (Rule 13d-102)

          INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          (AMENDMENT NO.   2    )*
                                         ------

                  FEDERAL AGRICULTURAL MORTGAGE CORPORATION
                     ----------------------------------
                              (Name of Issuer)

                         CLASS B VOTING COMMON STOCK
                     ----------------------------------
                       (Title of Class of Securities)

                                313148207
                     ----------------------------------
                              (CUSIP Number)

- ----------
   *The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter the disclosures provided in a prior cover page.

   The information  required in the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, SEE
the NOTES).


<PAGE>

CUSIP No. 313148207                  13G                 Page   2  of  7  Pages
          ---------                                            ---    --- 

- -------------------------------------------------------------------------------
 (1) NAME OF REPORTING PERSONS.  
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

           WESTERN FARM CREDIT BANK
- -------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER     (a)  / /
     OF A GROUP*                               (b)  /X/
- -------------------------------------------------------------------------------
 (3) SEC USE ONLY

- -------------------------------------------------------------------------------
 (4) CITIZENSHIP OR PLACE OF ORGANIZATION
      * (see below)
- -------------------------------------------------------------------------------
NUMBER OF SHARES              (5) SOLE VOTING POWER
 BENEFICIALLY                       55,250 Class B Voting Common
 OWNED BY                    --------------------------------------------------
 EACH REPORTING               (6) SHARED VOTING POWER
 PERSON WITH                        None
                             --------------------------------------------------
                              (7) SOLE DISPOSITIVE POWER
                                    55,250 Class B Voting Common
                             --------------------------------------------------
                              (8) SHARED DISPOSITIVE POWER
                                    None
- -------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       55,250 Class B Voting Common
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
       N/A
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       11%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
       BK
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

* Western Farm Credit Bank is a federally chartered instrumentality under the
  Farm Credit Act of 1971, as amended, doing business in California, Nevada,
  Utah, Arizona, Hawaii and Idaho with its principal place of business at
  3636 American River Drive, Sacramento, California.

<PAGE>

                           INSTRUCTIONS FOR COVER PAGE

     (1)  NAMES AND SOCIAL SECURITY NUMBERS OF REPORTING PERSONS. Furnish the 
full legal name or each person for whom the report is filed--i.e, each person 
required to sign the schedule itself--including each member of a group. Do 
not include the name of a person required to be identified in the report but 
who is not a reporting person. Reporting persons are also requested to 
furnish their Social Security or I.R.S. identification numbers, although 
disclosure of such numbers is voluntary, not mandatory (SEE "SPECIAL 
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).

     (2)  If any of the shares beneficially owned by a reporting person are 
held as a member of a group and such membership is expressly affirmed please 
check row 2(a). If the membership in a group is disclaimed or the reporting 
person describes a relationship with other persons but does not affirm the 
existence of a group, please check row 2(b) (unless a joint filing pursuant 
to Rule 13d-1 (f)(1) in which case it may not be necessary to check row 2(b)).

     (3)  The third row is for SEC internal use; please leave blank.

     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION. Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.

     (5)-(9), (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
PERSON, ETC. Rows (5) through (9) inclusive, and (11) are to be completed in 
accordance with the provisions of Item 4 of Schedule 13G. All percentages are 
to be rounded off to the nearest 10th (one place after decimal point).

     (10)  Check if the aggregate amount reported as beneficially owned in row 
(9) does not include shares as to which beneficial ownership is disclaimed 
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

     (12)  TYPE OF REPORTING PERSON. Please classify each "reporting person" 
according to the following breakdowns (SEE Item 3 of Schedule 13G) and place 
the appropriate symbol on the form:


                                  Category                           Symbol
                                  --------                           ------
          Broker dealer............................................    BD
          Bank.....................................................    BK
          Insurance company........................................    IC
          Investment company.......................................    IV
          Investment adviser.......................................    IA
          Employee benefit plan, pension fund, or endowment fund...    EP
          Parent holding company...................................    HC
          Corporation..............................................    CO
          Partnership..............................................    PN
          Individual...............................................    IN
          Other....................................................    OO

           NOTES. Attach as many copies of the second part of the cover page 
as are needed, one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer 
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate 
cross-references to an item or items on the cover page(s). This approach may 
only be used where the cover page item or items provide all the disclosure 
required by the schedule item. Moreover, such a use of a cover page item will 
result in the item becoming a part of the schedule and accordingly being 
considered as "filed" for purposes of Section 18 of the Securities Exchange 
Act or otherwise subject to the liabilities of that section of the Act.

<PAGE>


     Reporting persons may comply with their cover page filing requirements 
by filing either completed copies of the blank forms available from the 
Commission, printed or typed facsimiles, or computer printed facsimiles, 
provided the documents filed have identical formats to the forms prescribed 
in the Commission's regulations and meet existing Securities Exchange Act 
rules as to such matters as clarity and size (Securities Exchange Act Rule 
12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of 
1934 and the rules and regulations thereunder, the Commission is authorized 
to solicit the information required to be supplied by this schedule by 
certain security holders of certain issuers.

     Disclosure of the information specified in this schedule is mandatory, 
except for Social Security or I.R.S. identification numbers, disclosure of 
which is voluntary. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of public 
record. Therefore, any information given will be available for inspection by 
any member of the public.

     Because of the public nature of the information, the Commission can 
utilize it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations for 
investigatory purposes or in connection with litigation involving the federal 
securities laws or other civil, criminal or regulatory statutes or 
provisions. Social Security or I.R.S. identification numbers, if furnished, 
will assist the Commission in identifying security holders and, therefore, in 
promptly assessing statements of beneficial ownership of securities.

     Failure to disclose the information requested by this schedule, except 
for Social Security or I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the Federal 
securities laws and rules promulgated thereunder.

          GENERAL INSTRUCTIONS. A. Statements containing the information 
     required by this schedule shall be filed not later than February 14, 
     following the calendar year covered by the statement or within the time
     specified in Rule 13d-1(b)(2), if applicable.

          B. Information contained in a form which is required to be filed by
     rules under Section 13(f) for the same calendar year as that covered by a
     statement on this schedule may be incorporated by reference in response to
     any of the items of this schedule. If such information is incorporated by
     reference in this schedule, copies of the relevant pages of such form shall
     be filed as an exhibit to this schedule.

          C. The item numbers and captions of the items shall be included but 
the text of the items is to be omitted. The answers to the items shall be so 
prepared as to indicate clearly the coverage of the items without referring 
to the text of the items. Answer every item. If an item is inapplicable or 
the answer is in the negative, so state.

ITEM 1(a).  NAME OF ISSUER
            Federal Agricultural Mortgage Corporation
- -------------------------------------------------------------------------------


ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
            919 18th Street, N.W., Washington, D.C. 20006
- -------------------------------------------------------------------------------


ITEM 2(a).  NAME OF PERSON FILING
            Western Farm Credit Bank
- -------------------------------------------------------------------------------

<PAGE>

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
            3636 American River Drive, Sacramento, California 95864
- -------------------------------------------------------------------------------


ITEM 2(c).  CITIZENSHIP
            N/A
- -------------------------------------------------------------------------------


ITEM 2(d).  TITLE OF CLASS OF SECURITIES
            Class B Voting Common
- -------------------------------------------------------------------------------


ITEM 2(e).  CUSIP NUMBER
            313148207
- -------------------------------------------------------------------------------


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
         CHECK WHETHER THE PERSON FILING IS A

    (a) / / Broker or Dealer registered under Section 15 of the Act,

    (b) /X/ Bank as defined in Section 3(a)(6) of the Act,

    (c) / / Insurance Company as defined in Section 3(a)(19) of the Act,

    (d) / / Investment Company registered under Section 8 of the Investment
            Company Act,

    (e) / / Investment Adviser registered under Section 203 of the Investment
            Advisers Act of 1940,

    (f) / / Employee Benefit Plan, Pension Fund which is subject to the
            provisions of the Employee Retirement Income Security Act of 1974
            or Endowment Fund; SEE 13d-1(b)(1)(ii)(F),

    (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
            SEE Item 7,

    (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


ITEM 4.  OWNERSHIP

     If the percent of the class owned, as of December 31 of the year covered 
by the statement, or as of the last day of any month described in Rule 
13d-1(b)(2), if applicable, exceeds five percent, provide the following 
information as of that date and identify those shares which there is a right 
to aquire.

    (a) Amount Beneficially Owned:
        55,250
    ---------------------------------------------------------------------------

    (b) Percent of Class:
        11%
    ---------------------------------------------------------------------------

    (c) Number of shares as to which such person has:
   
        Western Farm Credit Bank has sole power to vote or direct the
        vote and sole power to dispose or direct the disposition of all
        of its 55,650 shares.
        -----------------------------------------------------------------------
    
<PAGE>


          INSTRUCTION. For computations regarding securities which represent a 
     right to acquire an underlying security, SEE Rule 13d-3(d)(1)

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.  / /

N/A

         INSTRUCTION. Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item and, if such interest relates to more than five percent of the class, 
such person should be identified. A listing of the shareholders of an 
investment company registered under the Investment Company Act of 1940 or the 
beneficiaries of an employee benefit plan, pension fund or endowment fund is 
not required.

N/A


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     If a parent holding company has filed this schedule, pursuant to Rule 
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating 
the identity and the Item 3 classification of the relevant subsidiary. If a 
parent holding company has filed this schedule pursuant to Rule 13d-1(c), 
attach an exhibit stating the identification of the relevant subsidiary.

N/A


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 
3 classification of each member of the group. If a group has 
filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the 
identity of each member of the group.

N/A


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

     Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by 
members of the group, in their individual capacity. SEE Item 5.

N/A


ITEM 10. CERTIFICATION

     The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):

          "By signing below I certify that, to the best of my knowledge and 
     belief, the securities referred to above were acquired in the ordinary
     course of business and were not acquired for the purpose of and do not 
     have the effect of changing or influencing the control of the issuer of 
     such securities and were not acquired in connection with or as a 
     participant in any transaction having such purposes or effect."

<PAGE>

                                  SIGNATURE

    After  reasonable  inquiry and to the  best of my  knowledge and  belief, I
certify that the  information set forth in this statement is true, complete and
correct.
                                       2/6/97
                                       ----------------------------------------
                                       (Date)

                                       /s/ DeWayne A. Hall
                                       ----------------------------------------
                                       (Signature)

                                       DeWayne A. Hall, Vice President
                                       ----------------------------------------
                                       (Name/Title)

     The original statement shall be signed by each person on whose behalf 
the statement is filed or his authorized representative. If the statement is 
signed on behalf of a person by his authorized representative (other than an 
executive officer or general partner of the filing person), evidence of the 
representative's authority to sign on behalf of such person shall be filed 
with the statement, provided, however, that a power of attorney for this 
purpose which is already on file with the Commission may be incorporated by 
reference. The name and any title of each person who signs the statement 
shall be typed or printed beneath his signature.

          NOTE. Six copies of this statement, including all exhibits, should 
     be filed with the Commission.

          ATTENTION. Intentional misstatements or omissions of fact constitute 
     federal criminal violations (SEE 18 U.S.C. 1001).





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