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): February 4, 2009
FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Federally
chartered instrumentality
of
the United States
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001-14951
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52-1578738
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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1133
Twenty-First Street, N.W., Suite 600, Washington D.C.
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20036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (202) 872-7700
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities.
On
February 4, 2009, Farmer Mac sold 4,200 shares of its Series C non-voting
cumulative preferred stock (“Series C”) to National Rural Utilities Cooperative
Finance Corporation (“National Rural”). The terms and conditions of
Series C are described in more detail in Farmer Mac’s Current Report on
Form 8-K filed on December 30, 2008. Farmer Mac sold the
4,200 shares of Series C to National Rural without registration under the
Securities Act of 1933, as amended, in reliance upon the exemption provided by
Section 3(a)(2) for an aggregate purchase price of $4.2 million, or
$1,000 per
share. The 4,200 shares sold to National Rural resulted in there
being 20,000 shares of Series C outstanding as of the date of this
report.
In
conjunction with the issuance and sale of the 4,200 shares of Series C to
National Rural, Farmer Mac guaranteed, and Farmer Mac Mortgage Securities
Corporation (Farmer Mac’s wholly-owned subsidiary) purchased, an aggregate of
$105 million of fixed-rate notes representing general obligations of
National Rural and secured by eligible rural utilities loans in an amount at
least equal to the total principal amount of notes outstanding. The
$105 million of notes were advances under a $500 million borrowing
facility with National Rural described in more detail in Farmer Mac’s Current
Report on Form 8-K filed on December 19, 2008. In connection
with each advance made under the facility, National Rural is required to
purchase shares of Series C in an amount sufficient to maintain a balance at all
times that is at least equal to 4% of the principal amount of the notes
outstanding under the facility ($500 million as of the date of this
report). This feature is part of a program Farmer Mac has developed
under which a participant utilizing Farmer Mac for guarantee and purchase
transactions involving portfolios of qualified loans will be required to
purchase an equity interest in Farmer Mac in the form of shares of Series C,
thereby enabling Farmer Mac to raise additional capital to support its mission
of providing liquidity and lending capacity to agricultural and rural utilities
lenders.
SIGNATURE
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.
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FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
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Date:
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February 9,
2009
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/s/
Jerome G. Oslick
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Name:
Jerome G. Oslick
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Title:
Vice President – General
Counsel
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