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, 1997
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 33-14843
_________________
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988-D1
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
36-6878767
(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:
1. Form of Trust Agreement
2. Loan Agreement
3. Loan Guarantee and Servicing Agreement
Exhibit Index located on page 13.
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 March 30, 1998 there were no 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.
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
Statement of Assets and Liabilities as of
December 31, 1997 and 1996
Statement of Income and Expenses, for the
Years Ended December 31, 1997, 1996 and 1995
Statement of Cash Flows, for the Years Ended
December 31, 1997, 1996 and 1995
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- 14843]).
10.1 Loan Agreement (incorporated by
reference to Exhibit 10.1 to
Registration Statement on Form S-1
[No. 33-14843]).
10.2 Loan Guarantee and Servicing
Agreement (incorporated by
reference to Exhibit 10.2 to
Registration Statement on Form S-1
[No. 33-14843]).
b) Form 8-K dated December 15, 1997.
Semi-annual Report to Certificateholders dated
December 15, 1997.
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 Certificateholders, and the Registrant does not
presently contemplate sending any such material subsequent to the filing of
this report.
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 30th day of March, 1998.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988 D-1
By: NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION as Servicer
By: /s/ Sheldon C. Petersen
Sheldon C. Petersen, Governor and
Chief Executive Officer
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988 D-1
Exhibit Index
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. 33-148431]).
10.1 Loan Agreement (incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-1 [No. 33-14843]).
10.2 Loan Guarantee and Servicing Agreement (incorporated by reference
to Exhibit 10.2 to Registration Statement on Form S-1
[No. 33-14843]).
RURAL ELECTRIC COOPERATIVE GRANTOR
TRUST (DESERET) 1988-D1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996,
AND FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
Report of Independent Public Accountants
To the Trustee of
Rural Electric Cooperative Grantor Trust
(Deseret) 1988-D1, 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 (Deseret) 1988-D1 as of December 31,
1997 and 1996, and the related statements of income and expenses and cash
flows for each of the three years in the period ended December 31, 1997.
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 generally accepted auditing
standards. 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 (Deseret) 1988-D1 as of
December 31, 1997 and 1996, and its operations and
the results of its cash flows for each of the three years in the
period ended December 31, 1997, 1996 and 1995, in
conformity with generally accepted accounting principles.
/S/ ARTHUR ANDERSEN LLP
March 6, 1998
Washington, D. C.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988-D1
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
ASSETS
Interest receivable $ 140,832 $ 143,156
Note receivable 19,200,000 19,200,000
Total Assets $ 19,340,832 $ 19,343,156
LIABILITIES
Interest payable-Grantor Trust $ 139,392 $ 139,392
Certificates
Servicer fees payable 1,440 3,764
Rural Electric Cooperative
Grantor Trust Certificates 19,200,000 19,200,000
Total Liabilities $ 19,340,832 $ 19,343,156
The accompanying notes are an integral part
of these financial statements.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988-D1
STATEMENTS OF INCOME AND EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
INCOME:
Interest on note receivable $ 1,906,425 $1,908,749 $1,908,749
EXPENSES:
Interest on grantor trust
certificates 1,858,560 1,858,560 1,858,560
Servicer fees 47,865 50,189 50,189
Total expenses 1,906,425 1,908,749 1,908,749
Net income $ - $ - $ -
The accompanying notes are an integral
part of these financial statements
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988-D1
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
CASH FLOWS
FROM OPERATING ACTIVITIES:
Interest received on note receivable $ 1,906,425 $ 1,908,749 $ 1,908,749
Interest paid to certificateholders (1,858,560) (1,858,560) (1,858,560)
Fees paid to servicer (47,865) (50,189) (50,189)
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 2,324 - -
Increase in interest payable - - -
Decrease in servicer fees payable (2,324) - -
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 $ 1,858,560 $ 1,858,560 $ 1,858,560
The accompanying notes are an integral
part of these financial statements.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (DESERET) 1988-D1
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997, 1996 AND 1995
1. ORGANIZATION AND OPERATIONS
Rural Electric Cooperative Grantor Trust (Deseret) 1988-D1 (the "Trust") was
formed under a Trust Agreement dated February 15, 1988 among National Rural
Utilities Cooperative Finance Corporation ("CFC"), Deseret Generation
& Transmission Co-operative, Inc. (the "Cooperative") and 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 (Deseret) 9.68% Certificates, due 2002 (the
"Certificates") in the amount of $19,200,000. 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. 33-14843) which
became effective on May 4, 1988, and resold the Certificates thereunder.
The assets of the Trust consist primarily of the Note, bearing interest
at 9.78% and maturing 2002, 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 .1614% from Deseret. This
fee was derived when the note receivable from Deseret was converted from a
variable to a fixed interest rate. The fee was paid until
December 4, 1997 as a yield adjustment. The conversion fee was
passed through to the servicer.
Debt service and servicer fee payments on the Note are made to the Trustee
semi-annually (June 4 and December 4) by the Cooperative or RUS as guarantor
of the Note. 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 next preceding the day
(June 15 and December 15) such amounts are to be distributed to the
certificateholders 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.
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 certificateholder 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
certificateholder's Federal income tax return.
The Certificates were not subject to redemption prior to December 15, 1997.
On January 30, 1998, RUS purchased the note in the amount of $19,200,000,
with accrued interest of $297,312. On that same day, the
Trust Agreement terminated when the Trustee paid the full amount to the
certficateholders.
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 certificateholder 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
ten basis points of the outstanding principal balance of the Certificates
and the Note.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Use Of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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 FASB Statement 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, 1997 and 1996, 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, 1997 and 1996.
The carrying amounts reported for Interest receivable, Interest payable -
Grantor Trust Certificates, 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, 1997 and 1996 are as follows:
1997 1996
Carrying Fair Carrying Fair
Value Value Value Value
Assets:
Interest receivale $ 140,832 $ 140,832 $ 143,156 $ 143,156
Note receivable 19,200,000 22,043,864 19,200,000 22,131,385
Liabilities:
Interest payable -
Grantor Trust Certificates 139,392 139,392 139,392 139,392
Servicer fees payable 1,440 1,440 3,764 3,764
Rural Electric Cooperative
Grantor Trust Certificates 19,200,000 22,051,140 19,200,000 22,154,222