Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 18 77K
Pursuant to a Transaction
3: EX-4.1 Instrument Defining the Rights of Security Holders 40 149K
4: EX-4.2 Instrument Defining the Rights of Security Holders 4 16K
5: EX-4.3 Instrument Defining the Rights of Security Holders 2± 7K
2: EX-25 Statement re: Eligibility of Trustee 7 27K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
REGISTRATION STATEMENT NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DISTRICT OF COLUMBIA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
52-089-1669
(I.R.S. EMPLOYER IDENTIFICATION NO.)
2201 COOPERATIVE WAY
HERNDON, VIRGINIA 20171-3025
(703) 709-6700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN JAY LIST, GENERAL COUNSEL
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
2201 COOPERATIVE WAY
HERNDON, VIRGINIA 20171-3025
(703) 709-6700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
Copies to:
MARK L. WEISSLER
MILBANK, TWEED, HADLEY & MCCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as
determined by market conditions.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES
ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND
OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
=============================================================================
PROPOSED PROPOSED AMOUNT
TITLE OF EACH MAXIMUM MAXIMUM OF
CLASS OF SECURITIES AMOUNT TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
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Floating rate
demand notes $300,000,000 100% $300,000,000 $79,200
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(1) Expressed as the principal amount of securities, or in the case of
Original Issue Discount Securities, the offering price thereof.
(2) Estimated solely for purposes of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION DATED MAY 25, 2000
National Rural Utilities
Cooperative Finance Corporation
$300,000,000
VARIABLE DENOMINATION
FLOATING RATE DEMAND NOTES
OFFERED AS SET FORTH HEREIN PURSUANT TO
CFC DAILY LIQUIDITY PROGRAM
_____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these debt securities, or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
_______________________
The date of this prospectus is , 2000
1
TABLE OF CONTENTS
PAGE
Where You Can Find More Information About
National Rural Utilities Cooperative Finance Corporation 3
CFC 3
CFC Daily Liquidity Program Summary:
Interest Rate Information 5
Program Enrollment 5
How to Make a Purchase 5
Purchases By Wire 6
How To Make Investment Withdrawals/Liquidations 6
The Indenture 7
Termination, Suspension or
Modification of Program 8
Rights Not Transferable 8
Use of Proceeds 8
Plan of Distribution 9
Legal Opinions 9
Experts 9
You should rely only on the information contained or incorporated by
reference in this prospectus supplement, the attached prospectus or any
attached pricing supplement. We have authorized no one to provide you with
different information. You should not assume that the information contained
in this prospectus supplement, the attached prospectus or any attached
pricing supplement is accurate as of any date other than the date on the
front cover of the document. We are not making an offer of these notes in
any state where the offer is not permitted.
2
WHERE YOU CAN FIND MORE INFORMATION ABOUT
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
National Rural Utilities Cooperative Finance Corporation ("CFC") files
annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document CFC files at
the SEC's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. CFC's SEC filings are also
available to the public at the SEC's web site at http://www.sec.gov.
The SEC allows the incorporation by reference of information filed in
other documents into this prospectus, which means that CFC can disclose
information important to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and CFC incorporates by reference the documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering is
completed:
(a) Annual Report on Form 10-K for the year ended May 31, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended
August 31, 1999, November 30, 1999 and February 29, 2000;
(c) Current Report on Form 8-K dated June 10, 1999, October 13, 1999,
February 10, 2000 and May 8, 2000.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Steven L. Lilly
Senior Vice President and Chief Financial Officer
National Rural Utilities Cooperative Finance Corporation
Woodland Park, 2201 Cooperative Way
Herndon, VA 20171-3025
1-800-424-2954
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CFC
CFC was incorporated as a private, not-for-profit cooperative
association under the laws of the District of Columbia in 1969. CFC's
principal purpose is to provide its members with a source of financing to
supplement the loan program of the Rural Utilities Service ("RUS")
(formerly the Rural Electrification Administration) of the United States
Department of Agriculture. CFC makes loans primarily to its rural utility
system members to enable them to acquire, construct and operate electric
distribution, generation, transmission and related facilities. CFC also
makes loans to service organization members to finance office buildings,
equipment, related facilities and services provided by them to the rural
utility systems. CFC has also provided guarantees for tax-exempt financing
of pollution control facilities and other properties constructed or
acquired by its members, and in addition has provided loans or guarantees
through National Cooperative Services Corporation in connection with
certain lease transactions of its members. Also, through Rural Telephone
Finance Cooperative, a controlled affiliate of CFC established in 1987, CFC
provides financing to rural telephone and telecommunications companies and
their affiliates. In addition, through Guaranty Funding Cooperative, a
controlled affiliate of CFC established in 1991, CFC provides financing for
members to refinance their debt to the Federal Financing Bank of the United
States Treasury. CFC's offices are located at Woodland Park, 2201
Cooperative Way, Herndon, VA 20171-3025, and its telephone number is
(703) 709-6700.
CFC's 1,057 members as of May 31, 1999 include 908 rural utility system
members, virtually all of which are consumer-owned cooperatives, 76 service
organization members and 73 associate members. The rural utility system
3
members included 838 distribution systems and 70 generation and
transmission ("power supply") systems operating in 46 states and U.S.
territories.
CFC's long-term loans to rural utility system members generally have
35-year maturities. Loans are made directly to members or in conjunction
with concurrent RUS loans. Loans made to members that do not also have RUS
loans are generally secured by a mortgage or substantially all the rural
utility system member's property, including revenues. Loans made to members
that also have RUS loans are generally secured ratably with RUS's loans by a
common mortgage on substantially all the rural utility system member's
property, including revenues. Interest rates on these loans are either
fixed or variable. Fixed rates are offered weekly based on the overall
cost of long-term funds and may be obtained for any period from one to
35 years. Variable rates are adjusted monthly in line with changes in
the cost of short-term funds.
CFC makes short-term line-of-credit loans and intermediate-term loans
with up to five-year maturities. These loans are made on either a secured
or an unsecured basis. Rates on these loans may be adjusted semi-monthly
in line with changes in the short-term cost of funds. The intermediate-
term loans are generally made to power supply systems in connection with
the planning and construction of new generating plants and transmission
facilities.
CFC also makes loans to telecommunication systems through Rural
Telephone Finance Cooperative. These loans are long-term fixed or
variable rate loans with maturities generally not exceeding 15 years
and short-term
loans.
At May 31, 1999, CFC had a total of $13,703.4 million of loans
outstanding and $1,684.5 million of guarantees outstanding.
CFC's guarantees are senior obligations ranking on a par with its
other senior debt. Even if the system defaults in payment of the
guaranteed obligations, the debt cannot be accelerated as long as CFC
pays the debt service under its guarantee as due. The system is
generally required to reimburse CFC on demand for amounts paid on the
guarantee, and this obligation is usually secured by a mortgage, often
joint with RUS, on the system's property or, in the case of a lease
transaction, on the leased property. Holders of $947.3 million of the
guaranteed pollution control debt at May 31, 1999 had the right at certain
times to tender their bonds for remarketing, and, if they cannot otherwise
be remarketed, CFC has committed to purchase bonds so tendered.
By policy, CFC maintains an allowance for loan losses at a level
believed to be adequate in relation to the quality and size of its loans
and guarantees outstanding. At May 31, 1999, the allowance was $212.2
million. At May 31, 1999, CFC's ten largest borrowers had outstanding
loans totaling $2,241.5 million, which represented approximately 16.4% of
CFC's total loans outstanding. As of May 31, 1999, outstanding guarantees
for these same ten borrowers totaled $702.7 million, which represented
41.7% of CFC's total guarantees outstanding, including guarantees of the
maximum amounts of lease obligations at such date. On that date, no member
had loans and guarantees outstanding in excess of 10% of the aggregate
amount of CFC's outstanding loans and guarantees. However, one of the ten
largest borrowers, Deseret Generation & Transmission Co-operative, was
operating under a restructuring agreement. At May 31, 1999, loans
outstanding to Deseret accounted for 4.2% of total loans outstanding.
Guarantees outstanding for Deseret accounted for 4.0% of total guarantees
outstanding.
CFC's fixed charge coverage ratio was as follows for the periods
indicated:
Nine months ended Years ended May 31,
February 29, February 28,
2000 1999 1999 1998 1997 1996 1995
1.13 1.12 1.12 1.12 1.12 1.12 1.13
Margins used to compute the fixed charge ratio represent net margins
before extraordinary loss resulting from redemption premiums on bonds plus
fixed charges. The fixed charges used in the computation of the fixed
charge coverage ratio consist of interest and amortization of bond
discount and bond issuance expenses.
4
CFC DAILY LIQUIDITY
PROGRAM SUMMARY
Rights of participants under the program, the limitations on those
rights, and the principal provisions of the program are described in the
next few pages. Written or telephone requests for a copy of the program
should be directed to National Rural Utilities Cooperative Finance
Corporation, 2201 Cooperative Way, Herndon, Virginia 20171-3025, Attention:
Treasury (telephone 1-800-424-2954).
All purchases under the program will be evidenced under a master note.
Confirmations of purchases will be issued to each participant upon
purchase. The principal amount of the purchase, plus interest accrued and
unpaid thereon, is recorded on a register maintained by CFC as the
participant's program account.
Current account information can be obtained by calling 1-800-424-2954.
Further information about the program and assistance in making purchases can
be obtained by calling the above number or writing to the above address.
The program is not equivalent to a bank account and is not subject to
the protection of the Federal Deposit Insurance Corporation or other
insurance. Since all funds under the program will be received by CFC,
participants will not have the advantage of diversification offered by
money market funds and will not have the protection provided by the
Investment Company Act of 1940. The deposits are not and will not be
listed on any securities exchange and there is no secondary market for
them.
Interest Rate Information
The interest rate on the program will be set by CFC on a daily basis.
Interest will be calculated on the actual days divided by a 365-day year.
The interest rate will not be less than the interest rate set on CFC's
directly issued commercial paper for maturities between one and seven days.
Information on current interest rates can be obtained by calling CFC's
Money Desk at 1-800-424-2954 or through CFC's website at
http://www.nrucfc.org. Interest on an account will accrue on a daily
basis. Interest will be automatically credited to the account monthly, on
the second business day following the end of the month. Participants
cannot elect to have interest paid to them monthly. However, amounts may
be withdrawn from the account at any time subject to the $50,000 minimum.
Interest earned for any given past period under the program is not an
indication or representation of future results.
For purposes of the program, a "business day" is a day on which both
the Federal Reserve Bank of New York and CFC are fully open for business.
Program Enrollment
CFC members and non-members who are currently enrolled as participants
in the CFC member commercial paper ("CP") program are automatically
enrolled to participate in the program. Members and non-members who are
not already established as CFC member CP investors may register to invest
in the daily fund program by completing a "CFC Commercial Paper Investor
Background Data" form. This form may be obtained by contacting the CFC
Money Desk at 1-800-424-2954.
How to Make a Purchase
Purchases under the program may be made at any time, without charge to
members, by wire transfer or by such other means as CFC shall from time to
time determine. The minimum initial amount which members may purchase
under the program is $50,000. The minimum amount for subsequent purchases
is $50,000. A minimum balance of $50,000 must be maintained in each program
account at all times. All purchases must be made in U.S. dollars. Program
accounts may be opened only by CFC member or affiliate entities.
5
Purchases By Wire
Participants may purchase under the program by wiring funds to the
program. The wire transfer routing code for CFC's daily fund account at
Bank One (Chicago, IL) is 071000013. For all wire purchases, the wire must
include the name of the program, the member's name, and the member's
alphanumeric identification number (for example, NM013). Funds received by
the agent bank on a business day prior to 5:00 pm Eastern time will be
credited to the member's account on that day. Funds received after 5:00 pm
on a business day Eastern time are credited to the purchaser's account on
the next business day. Interest will begin to accrue on the business day
the purchase is credited to the participant's account. Attempts to make a
purchase through methods other than wire transfer may result in a delay in
crediting the purchase to the participant's account. Neither the agent
bank nor CFC is responsible for delays in the transfer and wiring of funds.
How to Make Withdrawals/Liquidations
A participant may make a withdrawal at any time, without fees or
penalties, subject to a $50,000 minimum. A participant may liquidate their
account at any time, without fees or penalties. Requests for withdrawals
by wire transfer may be initiated by telephoning the CFC Money Desk (1-800-
424-2954) or making an on-line request via the CFC Member's Extranet.
Requests for account liquidation by wire transfer must be initiated by
telephoning the CFC Money Desk (1-800-424-2954). Participants liquidating
their holdings and closing their program account will receive all accrued
and unpaid interest.
Withdrawals/Liquidations by Wire Transfer
Participants may arrange to have withdrawal or liquidation proceeds of
$50,000 or more wire transferred to a pre-designated bank account. If the
withdrawal or liquidation request, in proper form, is received by CFC
before 11 am Eastern time on a business day, proceeds will normally be
wired to the predesignated bank account on that business day. Withdrawal or
liquidation proceeds will normally be wired to the pre-designated bank
account on the next business day if the withdrawal or liquidation request,
in proper form, was received by CFC after 11 am Eastern time. Interest
accrues to, but does not include, the business day the proceeds are wired.
Withdrawal or liquidation instructions must include the name of the
program (CFC Daily Fund), the participant's name, the participant's
alphanumeric ID number (for example, NM023), the routing code of the pre-
designated bank, and the participant's account number at the pre-designated
bank. Withdrawal or liquidation instructions may be given by telephoning
CFC at 1-800-424-2954. The pre-designated bank may be changed only on
written request to CFC with the signature of the participant guaranteed.
Neither the agent bank nor CFC is responsible for delays resulting in
problems in the Fedwire system or problems with the funds transfer systems
of member banks. CFC will not be responsible for the authenticity of
withdrawal or liquidation instructions. Withdrawals or liquidations will
be sent to a pre-designated account at a bank that is a member of the
Federal Reserve Fedwire System, or to a correspondent bank or the pre-
designated bank if the pre-designated bank is not a member of the Federal
Reserve Fedwire system. If the correspondent bank fails to notify the pre-
designated bank immediately, there may be a delay in crediting the funds to
the pre-designated bank account. The procedures permitting withdrawals or
liquidations by wire may be modified, terminated, or suspended at any time
by CFC.
6
The Indenture
The notes will be issued under an indenture dated as of May 15, 2000,
between CFC and Bank One Trust Company, National Association, as Trustee.
A copy of the indenture is filed as an exhibit to the registration
statement, filed with the Commission covering the offering under the
program. Statements herein relating to the program are subject to the
detailed provisions of the indenture.
The notes will be unsecured obligations of CFC. The notes will not be
subject to any sinking fund and will be redeemable at the option of the
holder thereof as described below. The notes will rank equal in priority
to CFC commercial paper and other unsecured debt.
Optional Redemptions by CFC
The indenture provides that the notes are subject to partial or full
redemption at the option of CFC. Notice of redemption will be given by CFC
to holders at least thirty 30 days, but not more than 90 days, prior to the
redemption date. The full or partial redemption of the notes, plus accrued
and unpaid interest, will be paid by wire transfer to participants whose
notes are being redeemed.
Merger, Consolidation and Sale of Assets
The indenture provides that CFC will not merge or consolidate with
another corporation or transfer its assets substantially as an entity to
any person unless:
-the successor is a corporation organized under the laws of any
domestic jurisdiction,
-the successor corporation assumes CFC's obligations under the
indenture and the notes issued under the indenture, and
-immediately after giving effect to the transaction, no event of
default and no event that, after notice or lapse of time, or both,
would become an event of default, has occurred and is continuing.
Events of Default
The following events are defined in the indenture as events of
default:
-CFC's failure to pay all or any part of the principal or interest
when due,
-CFC's failure to perform or observe any other covenants or agreements
in the indenture or the program for 90 days after notice, and
-events of bankruptcy, insolvency or reorganization of CFC.
The indenture provides that the trustee shall, within 90 days after
the occurrence of an event of default, give notice of all uncured defaults
known to it (the term default to include the events specified above without
grace periods). However, except in the case of default in the payment of
principal or interest on any of the notes, the trustee may withhold such
notice if it in good faith determines that the withholding of notice is in
the interests of the noteholders.
7
CFC is required to furnish to the trustee annually a statement of
officers of CFC stating whether or not to their knowledge CFC is in default
in the performance of the terms of the indenture and, if CFC is in default,
specifying each such default.
The holders of a majority in aggregate principal amount of all
outstanding notes have the right to waive certain defaults and, subject to
limitations, to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee or exercising any trust
or power conferred on the trustee. If an event of default will occurs, the
trustee must exercise those rights and powers, and use the degree of care
and skill in their exercise, that a prudent person would exercise or use in
the conduct of his or her own affairs, but otherwise need only perform the
duties specifically set forth in the indenture. The trustee is under no
obligation to exercise any of its rights or powers at the request of the
noteholders unless they have offered to the trustee reasonable security or
indemnity.
Modification of the Indenture
Under the indenture, CFC's rights and obligations and the rights and
obligations of the holders may be modified by CFC with the consent of the
holders of at least a majority in principal amount of the notes then
outstanding. No such modifications may be made which would:
-diminish the principal amount of any note, or accrued and unpaid
interest thereon, or
-reduce the stated percentage of notes, the consent of the
holders of which is required to modify or alter the indenture,
without the consent of the holders of all notes then outstanding.
Concerning the Trustee
Affiliates of Bank One Trust Company, National Association, the
Trustee under the indenture, which are depositaries of CFC, have from time
to time agreed to make loans to CFC and have performed other services for
CFC in the normal course of their business.
Termination, Suspension or Modification of Program
CFC expects that the daily liquidity program will continue for the
foreseeable future, but reserves the right at any time to terminate,
suspend or modify the program. CFC may, in its discretion, temporarily
suspend the acceptance of new balances without the suspension constituting
a suspension or termination of the program. Any modification that affects
the rights or duties of the Trustee may be made only with the consent of
the trustee. No termination, modification or suspension may affect the
right of a member to redeem amounts credited to the account or diminish the
amounts credited thereto as of the effective date of the action.
Rights Not Transferable
No right or interest in or to a note is assignable or transferable and
no attempted assignment or transfer will be effective. Except for
redemptions, and except for the right of CFC to debit amounts credited in
error to a member, no right or interest of any member in a note or under
the program may be made liable for, or subject to, any obligation or
liability of the member.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, CFC will
add the net proceeds from the sale of the notes to the general funds
which will be making loans to members, the repayment of short-term
borrowings for other corporate purposes.
8
CFC expects to incur additional indebtedness from time to time, the
amount and terms of which will depend upon the volume of its business,
general market conditions and other factors.
PLAN OF DISTRIBUTION
The notes are being offered on a continuous basis for sale by CFC and
no commissions will be paid. CFC may from time to time designate offered
agents in certain jurisdictions through whom notes may be offered. These
agents will receive no commissions but may be reimbursed for expenses
incurred in connection with their efforts. CFC has the sole right to
accept offers to purchase notes and may reject any proposed purchase of
notes in whole or in part.
LEGAL OPINIONS
The validity of the notes offered hereby will be passed upon for CFC
by Milbank, Tweed, Hadley & McCloy LLP, New York, New York.
EXPERTS
The audited financial statements included in CFC's Annual Report on
Form 10-K for the year ended May 31, 1999 incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the offering described in this registration statement:
Registration statement filing fee $ 79,200
Printing 50,000
Legal fees and expenses 50,000
Accountants' fees 1,500
Blue sky fees and expenses 10,000
Fees of trustee 25,000
Miscellaneous 25,000
TOTAL $240,700
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 29-1104(9) of the District of Columbia Cooperative Association
Act provides that an association such as the Registrant shall have the
capacity "to exercise . . . any power granted to ordinary business
corporations, save those powers inconsistent with this chapter." Section
29-304(16) of the District of Columbia Business Corporation Act permits any
corporation:
"To indemnify any and all of its directors or officers or former
directors or officers or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of
capital stock or of which it is a creditor against expenses actually and
necessarily incurred by them in connection with the defense of any action,
suit, or proceeding in which they, or any of them, are made parties, or a
party, by reason of being of having been directors or officers or a
director or officer of the corporation, or of such other corporation,
except in relation to matters as to which any such director or officer or
former director or officer or person shall be adjusted in such action,
suit, or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of
any rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders, or otherwise."
The board of directors of CFC has resolved to indemnify all CFC
directors, officers and employees in accordance with the terms of the first
sentence of the above section. The bylaws of CFC also provide for
indemnification of all CFC directors, officers and employees as set forth
above.
ITEM 16. EXHIBITS.
Exhibit 4.1 Form of Indenture dated as of May 15, 2000 between CFC and
Bank One Trust Company, National Association, Trustee.
Exhibit 4.2 Form of Note (included in Exhibit 4-A at pages 1 through 6).
Exhibit 4.3 CFC Daily Liquidity Program.
Exhibit 5 Opinion and consent of Milbank, Tweed, Hadley & McCloy LLP,
as to the legality of the notes.
Exhibit 12 Calculation of ratio of margins to fixed charges of CFC.
II-1
Exhibit 23.1 Consent of Arthur Andersen LLP.
Exhibit 23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP. Included as
part of Exhibit 5.
Exhibit 24 Powers of Attorney (included on signature pages).
Exhibit 25 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bank One Trust Company, National Association,
as Trustee.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
-to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
-to reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
-to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the notes
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of CFC pursuant to the provisions described under Item
15 above, or otherwise, CFC has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by CFC of expenses incurred or paid by a director, officer or
controlling person of CFC in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, CFC, as the case may be,
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
The registrant and each person whose signature appears below hereby
authorizes each of Sheldon C. Petersen, Steven L. Lilly and John Jay List
(the "Agents") to file one or more amendments (including post-effective
amendments) to the registration statement which amendments may make changes
in the registration statement as the Agent deems appropriate and the
registrant and each person hereby appoints each Agent as attorney-in-fact
to execute in the name and on behalf of the registrant and each person,
individually and in each capacity stated below, any amendments to the
registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Fairfax,
Commonwealth of Virginia, on the 25th day of May, 2000.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
By: /s/ Sheldon C. Petersen
Governor and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Sheldon C. Petersen
Sheldon C. Petersen Governor and Chief
Executive Officer
/s/ Steven L. Lilly
Steven L. Lilly Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Steven L. Slepian
Steven L. Slepian Controller (Principal
Accounting Officer)
/s/ Benson Ham
Benson Ham President and Director May 25, 2000
/s/ R. B. Sloan, Jr.
R. B. Sloan, Jr. Vice President and Director
/s/ Wade R. Hensel
Wade R. Hensel Secretary-Treasurer and Director
/s/ James M. Andrew
James M. Andrew Director
/s/ Robert A. Caudle
Robert A. Caudle Director
II-3
/s/ James Duncan
James Duncan Director
/s/ Glenn English
Glenn English Director
/s/ Alden J. Flakoll
Alden J. Flakoll Director
/s/ James A. Hudelson
James A. Hudelson Director
/s/ Kenneth Krueger
Kenneth Krueger Director
/s/ Stephen R. Louder
Stephen R. Louder Director
/s/ Eugene Meier
Eugene Meier Director
/s/ R. Layne Morrill
R. Layne Morrill Director
/s/ Robert J. Occhi May 25, 2000
Robert J. Occhi Director
/s/ Clifton M. Pigott
Clifton M. Pigott Director
/s/ Timothy Reeves
Timothy Reeves Director
/s/ Brian D. Schlagel
Brian D. Schlagel Director
/s/ Thomas W. Stevenson
Thomas W. Stevenson Director
/s/ Clifford G. Stewart
Clifford G. Stewart Director
/s/ Robert Stroup
Robert Stroup Director
/s/ Robert C. Wade
Robert C. Wade Director
/s/ Eldwin A. Wixson
Eldwin A. Wixson Director
II-4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 4.1 Form of Indenture dated as of May 15, 2000 between CFC and
Bank One Trust Company, National Association, Trustee.
Exhibit 4.2 Form of Note (included in Exhibit 4.1 at pages 1
through 6).
Exhibit 4.3 CFC Daily Liquidity Program.
Exhibit 5 Opinion and consent of Milbank, Tweed,
Hadley & McCloy LLP, as to the legality of the notes.
Exhibit 12 Calculation of ratio of margins to fixed charges of
CFC.
Exhibit 23.1 Consent of Arthur Andersen LLP.
Exhibit 23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP. Included
as part of Exhibit 5.
Exhibit 24 Powers of Attorney (included on signature pages of the
Registration Statement).
Exhibit 25 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Bank One Trust Company, National Association,
as Trustee.
II-5
EXHIBIT 5
May 24, 2000
National Rural Utilities Cooperative
Finance Corporation
2201 Cooperative Way
Herndon, Virginia 20171-3025
Dear Sirs:
We have acted as special counsel for National Rural Utilities
Cooperative Finance Corporation ("CFC") in connection with the proposed
public offering from time to time, directly to purchasers or through agents
or underwriters to be designated from time to time, of the notes of CFC,
such notes to be issued under an indenture dated as of May 15, 2000,
between CFC and Bank One Trust Company, National Association, as Trustee,
as contemplated in CFC's Registration Statement filed on Form S-3 on the
date hereof pursuant to Rule 415 under the Securities Act of 1933 (the
"Registration Statement"). We submit this opinion for use as Exhibit 5 to
the Registration Statement and to the use of our name under the caption
"Legal Opinions" in the prospectus.
We have investigated the corporate status of CFC and have examined the
corporate proceedings authorizing the creation and issuance of the Debt
Securities.
Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that the notes, when duly
authorized and executed by CFC and authenticated by or on behalf of
the Trustee pursuant to the terms of the indenture, and issued for
value in accordance with the terms of the indenture and applicable
resolutions of the Board of Directors of CFC, will be the validly
issued, binding obligations of CFC.
Very truly yours,
Milbank, Tweed, Hadley & McCloy LLP
II-6
[Enlarge/Download Table]
EXHIBIT 12
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
COMPUTATION OF RATIO OF MARGINS TO FIXED CHARGES
(Dollar amounts in thousands)
FOR THE NINE
MONTHS ENDED
February 29, February 28, FOR THE YEARS ENDED MAY 31,
2000 1999 1999 1998 1997 1996 1995
Net margins before
extraordinary loss $ 81,207 $ 56,714 $ 76,439 $ 62,216 $ 54,736 $ 50,621 $ 45,212
Add: Fixed charges 620,146 483,200 664,109 540,535 475,729 426,079 361,338
Margins available
for fixed charges $701,353 $539,914 $740,548 $602,751 $530,465 $476,700 $406,550
Fixed charges:
Interest on all debt
(including amortization
of discount and issuance costs) $620,146 $483,200 $664,109 $540,535 $475,729 $426,079 $361,338
Total fixed charges $620,146 $483,200 $664,109 $540,535 $475,729 $426,079 $361,338
Ratio of margins
to fixed charges 1.13 1.12 1.12 1.12 1.12 1.12 1.13
II-7
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated July 16, 1999 included in National Rural Utilities Cooperative
Finance Corporation's Form 10-K for the year ended May 31, 1999 and to
all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Vienna, VA
May 24, 2000
II-8
Dates Referenced Herein and Documents Incorporated by Reference
5 Subsequent Filings that Reference this Filing
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