-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NoqnTgbAdZeP/de4ZVUK4r4r+uh+xYm0pQ3bwWlsNs0guOrkCoIAAOriZXol3Arh pDpDgZaaBKeH7EbcXTK6mQ== 0000845877-08-000050.txt : 20081001 0000845877-08-000050.hdr.sgml : 20081001 20081001154514 ACCESSION NUMBER: 0000845877-08-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081001 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL AGRICULTURAL MORTGAGE CORP CENTRAL INDEX KEY: 0000845877 STANDARD INDUSTRIAL CLASSIFICATION: FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES [6111] IRS NUMBER: 521578738 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14951 FILM NUMBER: 081099958 BUSINESS ADDRESS: STREET 1: 1133 21ST STREET, N.W. STREET 2: STE 600 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2028727700 MAIL ADDRESS: STREET 1: 1133 21ST STREET, N.W. STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20036 8-K 1 form8k.htm FORM 8K form8k.htm

UNITED STATES
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):  October 1, 2008



    Federal Agricultural Mortgage Corporation 
(Exact name of registrant as specified in its charter)



Federally chartered
instrumentality of
        the United States        
       
        001-14951       
 
 
  
        52-1578738       
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 
1133 Twenty-First Street, N.W., Suite 600, Washington, D.C.
 
20036
         (Address of principal executive offices)   
(Zip Code)


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



          No change         
(Former name or former address, if changed since last report)




 

 
 
 

Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure.

On October 1, 2008, Farmer Mac issued two press releases.  One of those releases announced the issuance of $65 million of preferred stock by Farmer Mac; the other announced the appointment of Michael Gerber as Acting President and Chief Executive Officer of Farmer Mac.  Copies of the two press releases are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively.

With the infusion of $65 million of capital from the investors in Farmer Mac’s preferred stock, the Corporation was in compliance with all of its regulatory capital requirements as of September 30, 2008, with a capital surplus of approximately $29 million with respect to statutory minimum capital, compared to the Corporation’s capital surplus as of June 30, 2008, March 31, 2008 and December 31, 2007 of approximately $40 million, $29 million, and $40 million, respectively.  Farmer Mac believes that its current capital surplus is sufficient to support its continuing programs.  The Corporation expects to continue to increase capital going forward.  Farmer Mac’s core capital as of September 30, 2008 was approximately $210 million; its estimated statutory minimum capital requirement as of that date was approximately $181 million.  The Corporation has provided this information to its regulator, the Farm Credit Administration.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

 
(a)                Not applicable.

 
(b)               Not applicable.

 
(c)                Not applicable.

 
(d)               Exhibits:

 
99.1          Press Release dated October 1, 2008 regarding preferred stock.

 
99.2          Press Release dated October 1, 2008 regarding Acting President and CEO.



 
 
 


 

 
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.

 
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION

 
By:           /s/ Jerome G. Oslick                       
 
   Name:      Jerome G. Oslick
 
   Title:        Vice President – General Counsel



Dated:         October 1, 2008



EX-99.1 2 exhibit99-1.htm PRESS RELEASE REGARDING PREFERRED STOCK exhibit99-1.htm
Exhibit 99.1
 
 
 
 
FARMER MAC NEWS

FOR IMMEDIATE RELEASE
CONTACT
October 1, 2008
Mary Waters
 
Farmer Mac
 
202-872-7700


 
FARMER MAC RAISES $65 MILLION IN CAPITAL THROUGH THE ISSUANCE OF SENIOR PREFERRED SHARES


Washington, D.C. — The Federal Agricultural Mortgage Corporation (Farmer Mac) (NYSE: AGM and AGM.A) today announced an investment of $65 million in the form of non-voting Senior Cumulative Perpetual Preferred Stock, Series B-1 and Series B-2.  Investors are AgFirst Farm Credit Bank; AgriBank, FCB; CoBank, ACB; Farm Credit Bank of Texas; U.S. AgBank, FCB and Zions Bancorporation.

Lowell Junkins, Acting Chairman of the Board of Farmer Mac stated, “This capital infusion, made by investors who know us well with the full support of our regulator, meets our commitment to satisfy regulatory requirements and support our plans to further our congressional mission for the benefit of farmers, ranchers and rural residents.  We appreciate the confidence these investors have shown in the strength of our core business.”

With this transaction, Farmer Mac satisfied its previously announced intent to implement strategies to restore its capital position and to meet regulatory requirements.  This additional capital was necessary due in part to impairment charges on Farmer Mac’s investments in Fannie Mae preferred stock and Lehman Brothers Holdings Inc. senior debt securities, as previously disclosed.

Sale of Senior Preferred Shares

The Senior Cumulative Perpetual Preferred Stock, Series B-1 and Series B-2 are not convertible and are perpetual.  Distributions on the preferred securities are cumulative and will be payable quarterly, in cash, at an annual interest rate of 10%, increasing to 12% after one year, 14% after two years, and 16% after three years.  Interest payments are due in March, June, September and December of each year beginning in December 2008.  The securities are redeemable in whole by Farmer Mac beginning nine months after their date of issuance.

Series B-1 Preferred Stock investors will have Board observation rights.  Consent of the Series B-1 Preferred Stockholders will be required for certain actions, including certain management changes and the adoption or approval by Farmer Mac of material new business initiatives or programs or material expansions of existing business.

The Senior Preferred Securities were offered and sold in reliance upon the Section 3(a)(2) exemption under the Securities Act of 1933, as amended, that is available for securities issued by an instrumentality of the U.S. government.

Farmer Mac is a stockholder-owned instrumentality of the United States chartered by Congress to establish a secondary market for agricultural real estate and rural housing mortgage loans and rural utilities loans and to facilitate capital market funding for USDA-guaranteed farm program and rural development loans.  Farmer Mac’s Class C non-voting and Class A voting common stocks are listed on the New York Stock Exchange under the symbols AGM and AGM.A, respectively.  Additional information about Farmer Mac is available on Farmer Mac’s website at www.farmermac.com.



EX-99.2 3 exhibit99-2.htm PRESS RELEASE REGARDING ACTING PRESIDENT & CEO exhibit99-2.htm
Exhibit 99.2
 
 
 
 
FARMER MAC NEWS

FOR IMMEDIATE RELEASE
CONTACT
October 1, 2008
Mary Waters
 
Farmer Mac
 
202-872-7700

FARMER MAC APPOINTS MICHAEL A. GERBER AS
 
ACTING PRESIDENT AND CHIEF EXECUTIVE OFFICER


Washington, D.C. — The Federal Agricultural Mortgage Corporation (Farmer Mac) (NYSE: AGM and AGM.A) today announced that its Board of Directors has appointed Michael A. Gerber as acting President and Chief Executive Officer of Farmer Mac, succeeding Henry D. Edelman, effective immediately.  Mr. Gerber will continue to serve as Chief Executive Officer of Farm Credit of Western New York, an Association in the Farm Credit System.

In conjunction with Mr. Gerber’s appointment, the Board has constituted an Executive Committee of the Board, consisting of Mr. Gerber, Lowell L. Junkins, the Acting Chairman of the Board, and Dennis A. Everson, President of First Dakota National Bank, Agri-business Division.  The Committee will work closely with Mr. Gerber and the continuing officers of Farmer Mac with respect to Farmer Mac’s operations, capital structure and transition issues, including the search for a new, permanent Chief Executive Officer.

Today, Farmer Mac also announced an investment of $65 million in non-voting Senior Preferred Stock of the Corporation.  This capital infusion follows recent announcements regarding Farmer Mac’s exposure to investments in Fannie Mae and Lehman Brothers Holdings Inc.  With this transaction, Farmer Mac significantly improved its capital position.  Farmer Mac’s core business remains strong, with delinquencies on the loans in its portfolio at historically low levels consistent with the continued strength of the U.S. agricultural economy.

Mr. Gerber emphasized, “Farmer Mac offers an invaluable service to the U.S. agricultural community and I look forward to working with Farmer Mac’s team to continue to advance its mission and offer its excellent programs.  Farmer Mac’s core business remains strong and with the capital enhancement we announced today, I am confident that, with our strengthened balance sheet, we will be in a good position to continue our important mission.”

Mr. Gerber has been a member of the Farmer Mac Board since June 2007 and will continue to serve as a director of Farmer Mac during his employment as acting President and Chief Executive Officer.  He has been the President and Chief Executive Officer of Farm Credit of Western New York since 1998.  Mr. Gerber currently serves as a director of several agriculture related organizations.  Mr. Gerber serves as a member of the Finance Committee and the Marketing Committee of the Farmer Mac Board, and will continue as a member of those committees.

Farmer Mac is a stockholder-owned instrumentality of the United States chartered by Congress to establish a secondary market for agricultural real estate and rural housing mortgage loans and rural utilities loans and to facilitate capital market funding for USDA-guaranteed farm program and rural development loans.  Farmer Mac's Class C non-voting and Class A voting common stocks are listed on the New York Stock Exchange under the symbols AGM and AGM.A, respectively.  Additional information about Farmer Mac is available on Farmer Mac's website at www.farmermac.com.

 



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