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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Federal Agricultural Mortgage Corporation
(Exact Name of Registrant as Specified in its Charter)
Federally chartered instrumentality
of the United States 52-1578738
State or Other Jurisdiction of Incorporation (IRS Employer
Identification No.)
919 18th Street, N.W., Suite 200, Washington, D.C. 20006
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchang eon which
to be so registered each class is to be registered
Class A Voting Common Stock, New York Stock Exchange
$1.00 Par Value
Class C Non-Voting Common Stock, New York Stock Exchange
$1.00 Par Value
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c) please check the following box. [ X ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (d) please check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. Description of Registrant's Securities to be Registered
The Registrant has three classes of common stock outstanding - Class A
Voting Common Stock (the "Class A Stock"), Class B Voting Common Stock (the
"Class B Stock," and, collectively with the Class A Stock, the "Voting Common
Stock") and Class C Non-Voting Common Stock (the "Class C Stock," and,
collectively with the Voting Common Stock, the "Common Stock"), $1.00 par value
per share. The Registrant also is authorized to issue non-voting preferred
stock. Only the Class A and Class C Stock are being registered hereby.
The Farm Credit Act of 1971, as amended (the "Act"), which is the
Registrant's governing instrument or charter, may only be amended by the U.S.
Congress and not by the stockholders.
Dividend Rights. The ratio of any dividends paid on each share of Class C
Stock to each share of Voting Common Stock would be three-to-one. The
three-to-one dividend ratio may be reduced only by the affirmative vote of the
holders of two-thirds of the outstanding Class C Stock.
Conversion, Sinking Fund and Redemption. The Common Stock is not
convertible. There are no redemption or sinking fund provisions.
Voting Rights and Classification of the Board of Directors. The holders of
Voting Common Stock are each entitled to one vote per share at all meetings of
stockholders, and also are entitled to cumulative voting at all elections of
directors. Under cumulative voting, each stockholder is entitled to cast the
number of votes equal to the number of shares of Voting Common Stock owned by
that stockholder, multiplied by the number of directors to be elected. All of a
stockholder's votes may be cast for a single candidate for director, or may be
distributed among any number of candidates. Notwithstanding the source of
appointment or election to the Registrant's Board of Directors, each director
owes fiduciary duties to all stockholders.
The Registrant's Board of Directors consists of 15 members: five of whom
are appointed by the President of the United States; five of whom are elected by
the holders of the Class A Stock; and five of whom are elected by the holders of
the Class B Stock.
Liquidation Rights. The ratio of any liquidation proceeds distributed on
each share of Class C Stock to each share of Voting Common Stock shall be
three-to-one. The three-to-one liquidation ratio may only be reduced by the
affirmative vote of the holders of two-thirds of the outstanding Class C Stock.
Pursuant to the Act, in the event of any liquidation, dissolution or
winding up of the Registrant's business, the holders of any outstanding
preferred stock would be paid in full at the par value thereof, plus all accrued
dividends, before the holders of Common Stock would receive any payments.
However, pursuant to the terms of the Common Stock, in any liquidation,
dissolution or winding up of the Registrant, holders of the Common Stock would
be entitled to receive all of the assets of the Registrant available for
distribution to its shareholders remaining after payment in full of all amounts
due on any preferred stock, subject to the preference for Class C Stock
discussed above.
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Preemption Rights. No preemption rights are conferred upon the holders
of the Common Stock.
Liability to Assessments. There is no liability to further calls or to
assessments by the Registrant.
Restrictions on Alienability. By statute, Class A Stock may be held only
by banks, insurance companies and other financial institutions or similar
entities that are not institutions of the Farm Credit System.
Class B Stock may be held only by institutions of the Farm Credit System.
Transfer Agent. American Stock Transfer & Trust Company is the
transfer agent and registrar for the Common Stock.
Item 2. Exhibits
All exhibits required by the Instructions to Item 2 have been, or will be,
supplied to the New York Stock Exchange.
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:
Henry D. Edelman
President and Chief Executive Officer
Date: April 22, 1999
