Sec Form 13D Filing - COBANK ACB filing for FEDERAL AGRICULTURAL MORTGAGE CORP (AGM) - 2013-02-25

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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United States

Securities and Exchange Commission

Washington, DC 20549

 

 

Schedule 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a)

and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Federal Agricultural Mortgage Corporation

(Name of Issuer)

 

 

Class B voting common stock

(Title of Class of Securities)

313148207

(CUSIP Number)

 

Greg Buehne

General Counsel

CoBank ACB

5500 South Quebec Street

Greenwood Village, CO 80111

(303) 740-4000

 

Kyle Pankonien

General Counsel

Farm Credit Bank of Texas

4801 Plaza on the Lake

Austin, TX 78746

(512) 465-0400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 25, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 313148207   13D   Page 1 of 7 Pages    

 

  1   

Names of Reporting Persons

 

CoBank, ACB

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Federally chartered under 12 USC 2011 and 2121

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

     7    

Sole Voting Power

 

- 0 -

     8   

Shared Voting Power

 

163,253 shares of Class B voting common stock

     9   

Sole Dispositive Power

 

- 0 -

   10   

Shared Dispositive Power

 

163,253 shares of Class B voting common stock

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

163,253 shares of Class B voting common stock

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

32.6%

14  

Type of Reporting Person (See Instructions)

 

CO

 


CUSIP No. 313148207   13D   Page 2 of 7 Pages    

 

  1   

Names of Reporting Persons

 

CoBank, FCB

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Federally chartered under 12 USC 2011

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

     7    

Sole Voting Power

 

- 0 -

     8   

Shared Voting Power

 

100,273 shares of Class B voting common stock

     9   

Sole Dispositive Power

 

- 0 -

   10   

Shared Dispositive Power

 

100,273 shares of Class B voting common stock

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,273 shares of Class B voting common stock

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

20.0%

14  

Type of Reporting Person (See Instructions)

 

CO


CUSIP No. 313148207   13D   Page 3 of 7 Pages    

 

  1   

Names of Reporting Persons

 

Farm Credit Bank of Texas

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

WC

  5  

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

Federally chartered under 12 USC 2011

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

     7    

Sole Voting Power

 

38,503 shares of Class B voting common stock

     8   

Shared Voting Power

 

- 0 -

     9   

Sole Dispositive Power

 

38,503 shares of Class B voting common stock

   10   

Shared Dispositive Power

 

- 0 -

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

38,503 shares of Class B voting common stock

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

7.7%

14  

Type of Reporting Person (See Instructions)

 

CO


CUSIP No. 313148207   13D   Page 4 of 7 Pages    

 

Item 1. Security and Issuer.

This Schedule 13D relates to the Class B voting common stock (the “Class B Stock”) of Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States (the “Issuer”), whose principal executive offices are located at 1999 K Street N.W., 4th Floor, Washington, D.C. 20006.

Item 2. Identity and Background.

(a) – (c) The persons filing this statement are CoBank, ACB, CoBank, FCB, and Farm Credit Bank of Texas, all federally-chartered corporations under the Farm Credit Act of 1971, as amended, 12 USC 2001 et seq. (the “Farm Credit Act”). The foregoing persons are sometimes collectively referred to herein as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are based on the information and belief of the Reporting Persons. The Reporting Persons are making a single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Act of 1934, as amended. The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit A.

The Reporting Persons are banks of the Farm Credit System that, pursuant to the authorities granted by the Farm Credit Act, provide loans and other financial and technical assistance to eligible borrowers in support of U.S. agriculture, agribusiness, and rural infrastructure. Eligible borrowers include, among others, (i) farmers, ranchers, and producers and harvesters of aquatic products, (ii) providers of farm-related services, (iii) agricultural marketing and processing operations, (iv) agricultural cooperatives, and (v) rural power and telecommunications companies. The Reporting Persons also provide wholesale financing to locally-owned Farm Credit Associations, which are also part of the Farm Credit System. CoBank, FCB is a wholly owned subsidiary of CoBank ACB. CoBank, ACB and CoBank, FCB each has an office at 5500 South Quebec Street, Greenwood Village, CO 80111. Farm Credit Bank of Texas has an office at 4801 Plaza on the Lake, Austin, TX 78746.

The names and present principal occupation or employment of the directors and executive officers of each of the Reporting Persons are as listed on Schedule 1, which is incorporated by reference herein.

(d) None of the Reporting Persons nor any other person listed in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor any other person listed in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Reporting Persons is incorporated under the laws of the United States of America. All of the directors and executive officers of the Reporting Persons listed in this Item 2 are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

CoBank, ACB (formerly known as the National Bank for Cooperatives) is the direct owner of 62,980 shares of Class B Stock. These shares were originally acquired in part by the National Bank for Cooperatives from the Issuer and in part through merger with, and transfer from, other banks of the Farm Credit System that were the original purchasers of shares from the Issuer, as shown below. All purchases were from working capital of the purchasing entity. The dates of acquisition given below are believed to be accurate but in many cases are based on records of predecessor entities. Each share of Class B Stock was purchased from the Issuer as part of a “unit” consisting of one share of Class B Stock and one share of the Issuer’s Class C non-voting common stock (“Class C Stock”) at a purchase price of $20.00 per unit. All shares of Class C Stock were subsequently sold.


CUSIP No. 313148207   13D   Page 5 of 7 Pages    

 

 

Purchasing Entity

  

Number of Shares

  

Original Purchase Date

CoBank, ACB (f/k/a National Bank for Cooperatives (“NBC”))

   250    November 23, 1988

Springfield Bank for Cooperatives (merged into NBC in 1995)

   250    November 23, 1988

Farm Credit Bank of Springfield (merged into NBC in 1995)

   30,936    November 23, 1988

St. Paul Bank for Cooperatives (merged into CoBank, ACB in 1999)

   250    November 23, 1988

AgAmerica Farm Credit Bank (transferred these shares to CoBank, ACB on January 1, 2003)

   30,594   

November 23, 1988

(original purchasers were predecessors Farm Credit Bank of Spokane and/or Farm Credit Bank of Omaha)

Subtotal

   62,280   

Less shares transferred to 13 Farm Credit Associations on March 19, 1990

   (1,300)   

Total

   60,980   

CoBank, ACB is also the indirect owner of 100,273 shares of Class B Stock currently held in the name of its subsidiary, CoBank, FCB. The shares held in the name of CoBank, FCB were previously in the name of U.S. AgBank, FCB (“AgBank”), which merged into CoBank, FCB on January 1, 2012. Those shares were originally acquired from the Issuer by AgBank’s predecessors Farm Credit Bank of Wichita and Farm Credit Bank of Sacramento (later known as Western Farm Credit Bank). Each share was purchased from working capital and as part of a “unit” consisting of one share of Class B Stock and one share of Class C Stock for a purchase price of $20.00 per unit. All shares of Class C Stock were subsequently sold.

Farm Credit Bank of Texas acquired 39,803 shares of Class B Stock from the Issuer on November 23, 1988. Each share was purchased from working capital and as part of a “unit” consisting of one share of Class B Stock and one share of Class C Stock for a purchase price of $20.00 per unit. All shares of Class C Stock were subsequently sold. On March 28, 1991, Farm Credit Bank of Texas transferred ownership of 1,300 shares of Class B Stock to 13 Farm Credit Associations in its Farm Credit District leaving it with 38,503 shares of Class B Stock.

Item 4. Purpose of Transaction.

The Reporting Persons acquired their Class B Stock in accordance with the statutory framework creating the Issuer and not with any plans or purposes other than those set forth in the laws, rules and regulations governing the Issuer, including those requiring five directors of the Issuer to be elected by the Class B shareholders of the Issuer. None of the Reporting Persons intends to hold or vote their Class B Stock for any purpose oth er than to elect Class B directors to the Issuer’s board of directors in accordance with applicable laws, rules and regulations.

Other than as set forth above, none of the Reporting Persons currently has plans to undertake any action that would require further disclosure under this Schedule 13D.


CUSIP No. 313148207   13D   Page 6 of 7 Pages    

 

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Schedule 13D, CoBank, ACB beneficially owns 163,253 shares of Class B Stock, representing 32.6% of the Class B Stock outstanding. This includes 100,273 shares of Class B Stock, or 20.0% of the Class B Stock outstanding, beneficially owned by CoBank, FCB, a wholly owned subsidiary of CoBank, ACB. As of the date of this Schedule 13D, Farm Credit Bank of Texas beneficially owns 38,503 shares of Class B Stock, representing 7.7% of the Class B Stock outstanding. Collectively, the Reporting Persons own approximately 40.3% of the Class B Stock outstanding. All of the foregoing percentages are based on 500,301 shares of Class B Stock outstanding on November 1, 2012, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2012.

(b) CoBank, ACB, as the owner of 100% of the outstanding stock of CoBank, FCB, may be deemed to share both voting power and dispositive power with respect to all of the Class B Stock beneficially owned by CoBank, FCB listed in response to Item 5(a). Otherwise, each beneficial owner of the shares listed in response to Item 5(a) solely owns such shares.

(c) The information set forth in Item 3 is incorporated by reference herein.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class B Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons may be deemed to have entered into an understanding or arrangement with respect to voting their Class B Stock pursuant to which they will vote their Class B Stock in favor of their preferred nominees in the election of Class B directors to the Issuer’s board of directors. Also, as described in Item 2 above, the Reporting Persons are all party to a joint filing agreement, a copy of which is attached hereto as Exhibit A and is incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit

  

Exhibit Description

A    Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G


CUSIP No. 313148207   13D   Page 7 of 7 Pages    

 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

CoBank, ACB
    By:  

            /s/ Robert B. Engel

  Name: Robert B. Engel
  Title: President and Chief Executive Officer

 

CoBank, FCB
    By:  

            /s/ Robert B. Engel

  Name: Robert B. Engel
  Title: President and Chief Executive Officer

 

Farm Credit Bank of Texas
    By:  

            /s/ Larry R. Doyle

  Name: Larry R. Doyle
  Title: Chief Executive Officer

Dated: February 25, 2013


SCHEDULE 1

EXECUTIVE OFFICERS AND DIRECTORS

OF

COBANK, ACB AND COBANK, FCB

The names and present principal occupation or employment of the executive officers and directors of CoBank, ACB and CoBank, FCB are as listed below. All positions at CoBank set forth below opposite an individual’s name refer to positions with each of CoBank, ACB and CoBank, FCB. Unless otherwise specified, the business address for each person listed in the table below is c/o CoBank, 5500 South Quebec Street, Greenwood Village, CO 80111.

 

Name

  

Present Principal Occupation (principal business of employer)

  

Business Address of Corporation or Other Organization in
which such Employment is Conducted

Robert B. Engel

   President and Chief Executive Officer of CoBank   

David P. Burlage

   Chief Financial Officer of CoBank   

Mary E. McBride

   Chief Banking Officer of CoBank   

Lori L. O’Flaherty

   Chief Credit Officer of CoBank   

Gregory E. Somerhalder

   Chief Risk Officer of CoBank   

John Svisco

   Chief Administrative Officer of CoBank   

Ann Trakimas

   Chief Operating Officer of CoBank   

Everett M. Dobrinski*

   Owner and operator of Dobrinski Farms, a cereal grain and oilseed farm   

33200 366th St SW

Makoti, ND 58756

Daniel T. Kelley*

   Owner and operator of Kelley Farms, a corn and soybean operation   

2633 N Linden St

Normal, IL 61761

Mary E. Fritz*

   Owner and operator of Quarter Circle JF Ranch, Inc., a dry land grain and cow/calf operation   

3200S Fritz Rd

Chester, MT 59522

Gene J. Batali*

   Retired   

612 Follow Through Dr

Yakima, WA 98901

Robert M. Behr*

   Chief Operating Officer, Citrus World, Inc.   

PO Box 1111

Lake Wales, FL 33859

Robert W. Bray*

   Owner and operator of Bray Ranches, a farming and ranching operating and big game hunting business   

PO Box 65

Redvale, CO 81431

Oghi A. DeGiusti*

   Owner and operator of DeGiusti Farms, an alfalfa, grass, hay, wheat and cow/calf stocker operation   

1514 N Morgan Rd

Tuttle, OK 73089

William M. Farrow III*

   President of Urban Partnership Bank   

225 W Washington,

Suite 2200

Chicago, IL 60606

John L. Guthrie*

   Owner and operator of a cow/calf and stocker cattle ranch and a diversified farming operation   

341 N 3rd St

Porterville, CA 93257

William H. Harris, Jr.*

   Owner and operator of Harris Farms, a cash crop farming operation   

10018 Asbury Road

LeRoy, NY 14482

Erik N. Jacobson*

   Owner of RG Solutions, LLC, a consulting firm   

3492 NW Braid Dr

Bend, OR 97701

James A. Kinsey*

   Owner and operator of Kinsey’s Oak Front Farms, a purebred Angus seed-stock operation   

Route 1, Box 169

Flemington, WV 26347

George B. Kitchens*

   General Manager and CEO of Joe Wheeler EMC, an electric distribution cooperative   

25700 Alabama Highway 24

Trinity, AL 35673


David J. Kragnes*    Owner and operator of a wheat, sugar beet, soybean and corn farm   

10600 60th Street N

Felton, MN 56536

James R. Magnuson*

   General Manager and CEO of Heart of Iowa Cooperative, an agricultural grain marketing and farm supply cooperative   

13585 620th Avenue

Roland, IA 50236

J. Scott Markham*

   Owner and operator of Markham Farms, Inc., a corn, dairy heifer and beef operation   

3513 West Road

Constableville, NY 13325

Jon E. Marthedal*

   Owner and operator of Marthedal Farms, producing grapes, raisins and blueberries   

8180 S Orange Avenue

Fresno, CA 93725

Gary A. Miller*

   President and Chief Executive Officer of GreyStone Power Corporation, an electric membership cooperative   

PO Box 897

Douglasville, GA 30133

Catherine Moyer*

   CEO and General Manager for Pioneer Communications, a telephone and communications company   

120 W Kansas Avenue

Ulysses, KS 67880

Alarik Myrin*

   President of Myrin Ranch, Inc. and Myrin Livestock Co. LLC, a family cattle operation   

HC 65 Box 30

Altamont, UT 84001

David S. Phippen*

   Partner in Travaille & Phippen, Inc., an almond grower and processing company   

12700 Graves Road

Manteca, CA 95336

Ronald J. Rahjes*

   Director of Wesley J. Rahjes and Sons, Inc., a farm producing wheat, corn, soybeans and grain sorghum   

602 N Main

Kensington, KS 66951

David L. Reinders*

   Chief Executive Officer of Sunray Coop, a diversified farmer owned grain cooperative   

1001 N Main

Sunray, TX 79086

Clint E. Roush*

   Owner and operator of Clint Roush Farms, Inc., a farm producing wheat, alfalfa, and feeder cattle   

9672 U.S. Highway 183

Arapaho, OK 73620

Barry M. Sabloff*

   General Partner of the Sabloff Family Limited Partnership   

280 White Oak Lane

Winnetka, IL 60093

Richard W. Sitman*

   Owner and operator of a retail company in the rental and storage business   

172 Crooked Creek Road

Kentwood, LA 70444

Kevin A. Still*

   President and Chief Executive Officer of Co-Alliance, LLP, a partnership of five supply, production and marketing cooperatives   

5250 E U.S. Highway 36

Building 1000

Avon, IN 46123

Scott H. Whittington*

   General Manager of Lyon-Coffey Electric Cooperative, an electric distribution cooperative   

1013 N 4th Street

Burlington, KS 66839

 

* Director of CoBank, ACB and CoBank, FCB.


EXECUTIVE OFFICERS AND DIRECTORS

OF

FARM CREDIT BANK OF TEXAS

The names and present principal occupation or employment of the executive officers and directors of Farm Credit Bank of Texas are as listed below. Unless otherwise specified, the business address for each of the persons listed below is c/o Farm Credit Bank of Texas, 4801 Plaza on the Lake, Austin, TX 78746.

 

Name

  

Present Principal Occupation (principal business of employer)

  

Business Address of Corporation or Other Organization in
which such Employment is Conducted

Larry R. Doyle

   Chief Executive Officer of Farm Credit Bank of Texas   

Kurt Thomas

   Senior Vice President and Chief Credit Officer of Farm Credit Bank of Texas   

Kyle Pankonien

   Senior Vice President, General Counsel of Farm Credit Bank of Texas   

Amie Pala

   Chief Financial Officer of Farm Credit Bank of Texas   

Allen Buckner

   Chief Operations Officer of Farm Credit Bank of Texas   

Stan Ray

   Chief Administrative Officer of Farm Credit Bank of Texas   

Susan Wallar

   Chief Audit Executive of Farm Credit Bank of Texas   

James F. Dodson**

   President of Dodson Farms, Inc. & Dodson Ag, Inc., a family cotton and grain operation   

4222 FM 665

Robstown, TX 78380

Lester Little**

   A farmer and custom farm operator   

7006 CR 138

Hallettsville, TX 77964

Ralph W. Cortese**

   President of Cortese Farm and Ranch, Inc., a farming and ranching operation   

3121 Billy the Kid Road

Ft. Sumner, NM 88119

Brad C. Bean**

   Owner and operator of a dairy farm   

5630 Bean Road

Liberty, MS 39645

Elizabeth G. Flores**

   Partner in a ranching and real estate limited partnership and serves on the Inst. for Mexicans Abroad   

322 Farrell Road

Laredo, TX 78045

Jon M. Garnett**

   President of Garnett Farms, Inc., a grain, forage and stocker cattle operation   

PO Box 1

Spearman, TX 79081

Dr. William F. Staats**

   Retired professor emeritus of finance at Louisiana State University   

7854 Anselmo Lane

Baton Rouge, LA 70810

 

** Director of Farm Credit Bank of T exas.


EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Class B voting common stock of Federal Agricultural Mortgage Corporation.

 

CoBank, ACB
    By:  

            /s/ Robert B. Engel

  Name: Robert B. Engel
  Title: President and Chief Executive Officer

 

CoBank, FCB
    By:  

            /s/ Robert B. Engel

  Name: Robert B. Engel
  Title: President and Chief Executive Officer

 

Farm Credit Bank of Texas
    By:  

            /s/ Larry R. Doyle

  Name: Larry R. Doyle
  Title: Chief Executive Officer

Dated: February 25, 2013