FEDERAL AGRICULTURAL MORTGAGE CORP
8-K/A, 1998-04-13
FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             --------------------

                                   FORM 8-K/A

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)            March 13, 1998
                                                 -------------------------------



                          Federal Agricultural Mortgage Corporation
                   (Exact Name of Registrant as Specified in its Charter)

     Federally chartered instrumentality
      of the United States                       0-1744 0       52-1578738
- -------------------------------------------------------------------------------
   State or Other Jurisdiction of Incorporation  (Commission   (IRS Employer
                                          File Number)       Identification No.)

         919 18th Street, N.W., Suite 200, Washington, D.C.     20006
- -------------------------------------------------------------------------------
                  (Address of Principal Executive Offices)      (Zip Code)

Registrant's telephone number, including area code:            (202) 872-7700
- -------------------------------------------------------------------------------

                                    N/A
- -------------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)





<PAGE>



Item 4.           Changes in Registrant's Certifying Accountant

      On March 13, 1998,  the Federal  Agricultural  Mortgage  Corporation  (the
"Registrant")  determined not to re-engage its independent  auditors,  KPMG Peat
Marwick  LLP  ("KPMG")  and  selected  Arthur  Andersen  LLP  ("AA")  as its new
independent  auditors.  The decision to retain AA and not to re-engage  KPMG was
recommended by the Audit  Committee of the Board of Directors and was based upon
proposals received from three major national  accounting firms,  including KPMG.
The  selection  of AA is  subject to  ratification  by the  stockholders  at the
Registrant's Annual Meeting to be held on June 4, 1998.

      The reports of KPMG on the financial statements of the Registrant for each
of the two fiscal  years in the period  ended  December 31, 1997 did not contain
any adverse  opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty,  audit scope or accounting principles. During each of the two
fiscal years in the period ended  December 31, 1997 and the  subsequent  interim
period,  there has been no  disagreement  between the Registrant and KPMG on any
matter  of  accounting   principles  or  practices,   financial   statements  or
disclosure,  or  auditing  scope of  procedure,  which  disagreement(s),  if not
resolved to the  satisfaction of KPMG,  would have caused the Registrant to make
reference to the subject matter of the  disagreement(s)  in connection with this
report.

      The Registrant did not, during its two most recent fiscal years consult AA
regarding either:  (i)(a) the application of accounting principles to a specific
transaction, either completed or proposed, or (b) the type of audit opinion that
might be rendered on the Registrant's  financial statements;  or (ii) any matter
that was either the subject of a disagreement with KPMG or a "reportable  event"
(as defined in SEC regulations).

      The  client-auditor  relationship  between the  Registrant and KPMG ceased
upon the filing of the  Registrant's  report on Form 10-K for the  period  ended
December 31, 1997, together with KPMG's report thereon.

Item 7.           Financial Statements and Exhibits

      (a) Not applicable.

      (b) Not applicable.

      (c) Exhibits:

            16    Letter,  dated April 13,  1998,  from KPMG Peat Marwick LLP to
                  the Securities and Exchange Commission.










<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 thereunto duly authorized.


                               FEDERAL AGRICULTURAL MORTGAGE CORPORATION
                              (Registrant)


                              By:
                               Michael T. Bennett
                               Vice President - General Counsel


Date: April 13, 1998



<PAGE>


                                  EXHIBIT INDEX



Exhibit No.                   Description                           Page No.

16                      Letter,  dated April 13, 1998,  from KPMG
                        Peat  Marwick LLP to the  Securities  and
                        Exchange Commission.





<PAGE>


                                                                      EXHIBIT 16




April 13, 1998



Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were  previously  principal  accountants  for Federal  Agricultural  Mortgage
Corporation  and,  under  the date of  January  23,  1998,  we  reported  on the
consolidated  financial statements of Federal Agricultural  Mortgage Corporation
as of and for the years ended December 31, 1997 and 1996. On March 13, 1998, our
appointment as principal accountants was terminated effective upon the filing of
the  Federal  Agricultural  Mortgage  Corporation's  report on Form 10-K for the
period ended December 31, 1997,  together with our report thereon.  We have read
Federal Agricultural Mortgage Corporation's  statements included under Item 4 of
its Form 8-K/A dated April 13, 1998, and we agree with such  statements,  except
that we are not in a position to agree or  disagree  with  Federal  Agricultural
Mortgage Corporation's statements included in paragraph 1 related to the process
and appointment of Arthur Andersen LLP as independent auditors or the statements
in paragraph 3 related to consultation.

Very truly yours,


/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP


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