SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 33-79328
_________________
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
36-7051620
(I.R.S. Employer Identification Number)
2201 Cooperative Way, Herndon, VA 20171-3025
(Address of principal executive offices)
(Registrant's telephone number, including area code, is 703-709-6700)
___________________
Securities Registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
The Registrant has no common or voting stock.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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Part I
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
a) There is no established trading market for the certificates
representing ownership of the beneficial interest in the
Trust.
b) As of December 31, 1999 there were two holders of certificates
representing ownership of the beneficial interest in the
Trust.
Item 8. Financial Statements and Supplementary Data
See attached audited financial statements.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
Part III
Item 13. Certain Relationships and Related Transactions
None.
2
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
a) The following documents are filed as part of this report:
1. Financial Statements
Report of Independent Public Accountants
Statements of Assets and Liabilities as of
December 31, 1999 and 1998
Statements of Income and Expenses, for the Years
Ended December 31, 1999, 1998 and 1997
Statements of Cash Flows, for the Years Ended
December 31, 1999, 1998 and 1997
Notes to Financial Statements
2. Financial Statement Schedules are omitted because
they are inapplicable.
3. Exhibits
Exhibit
Number Description of Exhibit
4.1 Form of Trust Agreement, including
the form of Rural Electric Cooperative
Grantor Trust Certificate (incorporated
by reference to Exhibit 4.1 to
Registration Statement on form S-1
[No. 33-79328].)
10.1 Loan Agreement (incorporated by
reference to Exhibit 10.1 to
Registration Statement on Form S-1
[No. 33-79328].)
10.2 Loan Guarantee and Servicing Agreement
incorporated by reference to Exhibit
10.2 to Registration Statement on Form
S-1 [No. 33-79328].)
27 Financial Data Schedule.
b) Forms 8-K dated September 15, 1999 and March 15, 1999.
Semi-annual Reports to Certificate holders dated September 15,
1999 and March 15, 1999.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) of the Act by Registrants which have not registered securities
pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other proxy
soliciting material has been sent to Certificate holders, and the
Registrant does not presently contemplate sending any such material
subsequent to the filing of this report.
3
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Fairfax, Commonwealth of Virginia on
the 31st day of March, 2000.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993 B-2
By: NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION as Servicer
By:
/s/ Sheldon C. Petersen
Governor and Chief Executive Officer
4
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993 B-2
Exhibit Index
Exhibit
Number Description of Exhibit
27 Financial Data Schedule.
5
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR
TRUST (SOYLAND) 1993-B2
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
6
<PAGE>
Report of Independent Public Accountants
To the Trustee of
Rural Electric Cooperative Grantor Trust
(Soyland) 1993-B2, and
To the Board of Directors of
National Rural Utilities Cooperative
Finance Corporation
We have audited the accompanying statements of assets and liabilities of
Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (the "Trust")
as of December 31, 1999 and 1998, and the related statements of income and
expenses and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rural Electric
Cooperative Grantor Trust (Soyland) 1993-B2 as of December 31, 1999 and
1998, and the results its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Vienna, Virginia
March 17, 2000
7
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
ASSETS
Interest receivable $ 1,157,204 $ 1,225,439
Note receivable 41,550,000 44,000,000
Total Assets $42,707,204 $45,225,439
LIABILITIES
Interest payable-Grantor
Trust Certificates $ 1,127,563 $ 1,194,050
Servicer fees payable 29,641 31,389
Rural Electric Cooperative
Grantor Trust Certificates 41,550,000 44,000,000
Total Liabilities $42,707,204 $45,225,439
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF INCOME AND EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
INCOME:
Interest on note receivable $3,702,345 $3,770,580 $3,770,580
EXPENSES:
Interest on grantor
trust certificates 3,607,513 3,674,000 3,674,000
Servicer fees 94,832 96,580 96,580
Total Expenses 3,702,345 3,770,580 3,770,580
Net Income $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
CASH FLOWS
FROM OPERATING ACTIVITIES:
Principal received on
note receivable $2,450,000 $ - $ -
Interest received on
note receivable 3,770,580 3,770,580 3,770,580
Interest paid to
certificate holders (3,674,000) (3,674,000) (3,674,000)
Principal paid to
Certificate holders (2,450,000) - -
Fees paid to servicer (96,580) (96,580) (96,580)
Net cash provided
by operating activities - - -
NET CHANGE IN CASH - - -
CASH, beginning of year - - -
CASH, end of year $ - $ - $ -
ACCRUAL TO CASH BASIS
RECONCILIATION:
Accrual basis income $ - $ - $ -
Change in accrual accounts:
Decrease in interest
receivable 68,235 - -
Increase in interest
payable (66,487) - -
Decrease in servicer
fees payable (1,748) - -
Total change in
accrual accounts - - -
Net cash provided by
operating activities $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for
interest expense $3,674,000 $3,674,000 $3,674,000
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
1. ORGANIZATION AND OPERATIONS
Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (the
"Trust") was formed under a Trust Agreement dated October 1, 1993
among National Rural Utilities Cooperative Finance Corporation
("CFC"), Soyland Power Cooperative, Inc. (the "Cooperative") and
Bank One, formerly The First National Bank of Chicago (the
"Trustee"). On that date, CFC made a loan to the Cooperative which
issued a note (the "Note"), evidencing the borrowing, to the Trust.
The Trust issued to CFC, Rural Electric Cooperative Grantor Trust
(Soyland) 8.35% Certificates, due 2009 (the "Certificates") in the
amount of $44,000,000. The Certificates are solely the obligations
of the Trust and are not insured or guaranteed by CFC, the
Cooperative, the Trustee, the Rural Utilities Service ("RUS") of the
United States Department of Agriculture ("USDA") nor any other
governmental agency. Each Certificate represents an undivided
fractional interest in the Trust. CFC is the depositor of the Trust
and acts as servicer of the Note. CFC filed, on behalf of the Trust,
a Registration Statement on Form S-1 (Registration No. 33-79328)
which became effective on May 24, 1994, and resold the Certificates
thereunder. The offering of the Certificates occurred on October 6,
1994.
The assets of the Trust consist primarily of the Note, bearing
interest at 8.43% and maturing 2009, which is guaranteed (the
"Guarantee") as to timely payment of principal and interest by the
United States of America, acting through the Administrator of RUS.
The amounts of principal and interest payments on the Note held by
the Trust are sufficient to cover the scheduled principal and
interest payments on the Certificates issued by the Trust and the
scheduled amounts of servicer fees. The General Counsel of the USDA
has issued an opinion that the Guarantee is supported by the full
faith and credit of the United States of America.
The Trust also receives a conversion fee of .1395% from Soyland.
This fee was derived when the note receivable from Soyland was
converted from a variable to a fixed interest rate. The fee is paid
over the term of the note as a yield adjustment. The conversion fee
is passed through to the servicer.
Debt service and servicer fee payments on the Note are made to the
Trustee semi-annually (March 4 and September 4) by the Cooperative.
The Trustee deposits all such receipts in the Trust account. The
Trustee is authorized by the Trust Agreement to invest all funds in
the Trust account at the direction of CFC in certain eligible
investments that mature no later than the business day preceding
the day (March 15 and September 15) such amounts are to be
distributed to the certificate holders and the servicer. The
interest earned on the investments is distributed to the Cooperative.
Any funds that are not so invested must be held by the Trustee in the
Trust account. The Trustee may not reinvest any returns of principal
or investment earnings on eligible investments and the Trustee may
not sell any eligible investment prior to its maturity except, at the
direction of CFC, to preserve the value of the corpus of the Trust.
On or before five business days after each date on which payments are
made on the Certificates, the Trustee is obligated to supply the
holders of such Certificates a report provided by the servicer, which
includes certain pertinent information as to how the payment is to be
allocated to principal, interest, servicer fees and premium, if any,
as well as the principal balance outstanding after such payment.
11
<PAGE>
The fiscal year of the Trust is the calendar year. Within the
prescribed period of time for tax reporting purposes, after the end
of each calendar year during the term of the Trust Agreement, the
Trustee is obligated to prepare and mail to each certificate holder
of record for the Trust, at any time during such year, a report
setting forth the information as is reasonably necessary for the
preparation of such certificate holder's Federal income tax return.
Payments of principal on the Certificates are scheduled to be repaid
over a period of eleven years, beginning in 1999. The principal
payments over the next five years and thereafter are as follows:
2000 $ 2,680,000
2001 2,930,000
2002 3,210,000
2003 3,510,000
2004 3,840,000
Thereafter 25,380,000
Total $41,550,000
The Certificates are not subject to redemption prior to September
15, 2003. Thereafter, such Certificates are subject to optional
redemption, in whole and without premium, upon redemption or purchase
of the related Note. The Trust Agreement will terminate after
payment in full has been made on the Certificates issued thereunder.
2. TAX STATUS OF THE TRUST
Milbank, Tweed, Hadley & McCloy, Counsel to CFC, has advised CFC
with respect to the Trust that, in its opinion, (i) the Trust will
not be classified as an association taxable as a corporation, but
will be classified as a grantor trust and (ii) each certificate
holder will be treated for Federal income tax purposes as the owner
of an undivided fractional interest in each of the assets held by
the Trust.
It is expected that the Trust will not have any liability for
Federal or state income taxes for the current or future years.
3. INTEREST AND SERVICER FEE ACCOUNTING
The Trust records interest income as it is earned and accrues
interest expense and servicer fees as they are incurred. Servicer
fees represent eight basis points of the outstanding principal
balance of the Certificates and the Note and recognition of
conversion fees occurs over the life of the loan.
12
<PAGE>
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of expenses during
the reported period. The estimates involve judgments with respect
to, among other things, various future factors which are difficult
to predict and are beyond the control of the Trust. With regards
to the fair values below, actual amounts could differ from these
estimates.
The following disclosure of the estimated fair value of financial
instruments is made in accordance with Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of
Financial Instruments." Whenever possible, the estimated fair
value amounts have been determined using quoted market information
as of December 31, 1999 and 1998, along with other valuation
methodologies which are summarized below. Below is a summary of
significant methodologies used in estimating fair value amounts
and a schedule of fair values at December 31, 1999 and 1998.
The carrying amounts reported for interest receivable, interest
payable, and servicer fees payable approximate fair values due to the
short-term maturity of these instruments.
Note Receivable
Fair value is estimated by discounting the future cash flows using
the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities.
Rural Electric Cooperative Grantor Trust Certificates
The fair value of the Certificates is estimated using quoted market
prices for similar notes over the same remaining maturities.
The carrying and estimated fair values of the Trust's financial
instruments as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
Carrying Fair Carrying Fair
Value Value Value Value
<S> <C> <C> <C> <C>
Assets:
Interest receivable $ 1,157,204 $ 1,157,204 $ 1,225,439 1,225,439
Note receivable 41,550,000 45,097,469 44,000,000 53,939,930
Liabilities:
Interest payable - Grantor
Trust Certificates 1,127,563 1,127,563 1,194,050 1,194,050
Servicer fees payable 29,641 29,641 31,389 31,389
Rural Electric Cooperative
Grantor Trust Certificates 41,550,000 45,133,744 44,000,000 54,050,506
</TABLE>
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
December 31, 1999, Form 10-K and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 42,707,204
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,837,204
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,707,204
<CURRENT-LIABILITIES> 3,837,204
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 38,870,000
<TOTAL-LIABILITY-AND-EQUITY> 42,707,204
<SALES> 0
<TOTAL-REVENUES> 3,702,345
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 94,832
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,607,513
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
