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, 1998
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-B1
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
36-7051619
(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.
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, 1998 there was one holder 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
Statements of Assets and Liabilities as of
December 31, 1998 and 1997
Statements of Income and Expenses, for the
Years Ended December 31, 1998, 1997
and 1996
Statements of Cash Flows, for the Years Ended
December 31, 1998, 1997 and 1996
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, 1998 and March 15, 1998.
Semi-annual Reports to Certificate holders dated September 15,
1998 and March 15, 1998.
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.
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,
1999.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993 B-1
By: NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION as Servicer
By: /s/ Sheldon C. Petersen, Governor and
Chief Executive Officer
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993 B-1
Exhibit Index
Exhibit
Number Description of Exhibit
27 Financial Data Schedules.
RURAL ELECTRIC COOPERATIVE GRANTOR
TRUST (SOYLAND) 1993-B1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
Report of Independent Public Accountants
To the Trustee of
Rural Electric Cooperative Grantor Trust
(Soyland) 1993-B1, 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-B1 as of December 31,
1998 and 1997, and the related statements of income and expenses and cash
flows for each of the three years ended December 31, 1998. 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 audit 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 audit provides 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-B1 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1998, 1997 and 1996, in
conformity with generally accepted accounting principles.
March 19, 1999
Washington, D. C.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B1
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 1998 AND 1997
1998 1997
ASSETS
Interest receivable $ 1,433,895 $ 1,433,895
Note receivable 49,675,000 49,675,000
Total Assets $ 51,108,895 $ 51,108,895
LIABILITIES
Interest payable-Grantor
Trust Certificates $ 1,399,717 $ 1,399,717
Servicer fees payable 34,178 34,178
Rural Electric Cooperative
Grantor Trust Certificates 49,675,000 49,675,000
Total Liabilities $ 51,108,895 $ 51,108,895
The accompanying notes are an integral part of these financial statements.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B1
STATEMENTS OF INCOME AND EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996
INCOME:
Interest on
note receivable $ 4,411,985 $ 4,411,985 $ 4,411,985
EXPENSES:
Interest on grantor
trust certificates 4,306,823 4,306,823 4,306,823
Servicer fees 105,162 105,162 105,162
Total expenses 4,411,985 4,411,985 4,411,985
Net income $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B1
STATEMENTS OF CASH FLOWS
AS OF DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996
CASH FLOWS
FROM OPERATING ACTIVITIES:
Interest received on
note receivable $ 4,411,985 $ 4,411,985 $ 4,411,985
Interest paid to
certificate holders (4,306,823) (4,306,823) (4,306,823)
Fees paid to servicer (105,162) (105,162) (105,162)
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:
Increase in interest
receivable - - -
Increase in interest
payable - - -
Increase in servicer
fees payable - - -
Total change in
accrual accounts - - -
Net cash provided by
operating activities $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year $ 4,306,823 $ 4,306,823 $ 4,306,823
for interest expense
The accompanying notes are an integraL part of these financial statements.
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B1
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998, 1997 AND 1996
1. ORGANIZATION AND OPERATIONS
Rural Electric Cooperative Grantor Trust (Soyland) 1993-B1 (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
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) 8.67% Certificates,
due 2018 (the "Certificates") in the amount of $49,675,000. 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 8.75% and maturing 2018, 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 .1317% 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 next preceding
the day (March 15 and September 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.
Payments of principal on the Certificates are scheduled to be repaid
over a period of nine years, beginning in 2010. The principal
payment in 2010 is scheduled to be $6,600,000. 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 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 eight basis points of the outstanding principal balance of
the Certificates and the Note and recognition of conversion fees over
the life of the loan.
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, 1998 and 1997, 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, 1998 and 1997.
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, 1998 and 1997 are as follows:
1998 1997
Carrying Fair Carrying Fair
Value Value Value Value
Assets:
Interest receivable $ 1,433,895 $ 1,433,895 $ 1,433,895 $ 1,433,895
Note receivable $ 49,675,000 $ 63,404,964 $ 49,675,000 $ 61,549,039
Liabilities:
Interest payable - Grantor
Trust Certificates $ 1,399,717 $ 1,399,717 $ 1,399,717 $ 1,399,717
Servicer fees payable 34,178 34,178 34,178 34,178
Rural Electric Cooperative
Grantor Trust Certificates $ 49,675,000 $ 63,638,867 $ 49,675,000 $ 61,754,773