S-3MEF 1 forms3.htm CTB S-3 Amendment

   

As filed with the Securities and Exchange Commission on March 12, 2007

                                                                                              Registration Statement No. 333-
   

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 its charter)

  

District of Columbia
(State or other jurisdiction of incorporation or organization)

  

52-0891669
(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:

   

Stuart G. Stein, Esq.
Hogan & Hartson LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575

  

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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.


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 the earlier effective registration statement for the same offering [x] 333-109365

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box [ ]

If this Form is a post-effective amendment filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box [ ]

  

CALCULATION OF REGISTRATION FEE

    
 
 
 

Proposed

 

Proposed maximum

 
 

Title of each class of

 

Amount to be

 

maximum offering

 

aggregate

 

Amount of

securities to be registered

 

registered

 

price per unit

 

offering price

 

registration fee

 

 Collateral trust bonds

 

$95,000,000

 

100% *

 

$95,000,000 *

 

$10,165 (1)

 
* Estimated solely for the purpose of determining the amount of the registration fee.
   
(1) Collateral trust bonds with a proposed maximum aggregate offering price of $2,000,000,000 were registered under Registration No. 333-109365, of which collateral trust bonds with a proposed maximum aggregate offering price of $475,000,000 remain unsold. A filing fee of $161,800 was previously paid with the earlier registration statement.


EXPLANATORY NOTE

     

                               This registration statement relates to the public offering of collateral trust bonds of National Rural Utilities Cooperative Finance Corporation contemplated by a Registration Statement on Form S-3, Registration No. 333-109365 (the "Prior Registration Statement") and is filed solely to increase the amount of collateral trust bonds to be offered in such offering. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference.
  

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 12th day of March, 2007.
  
  NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
     
  /s/ Sheldon C. Petersen                          .
  By: 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 indicated on March 12, 2007.
   
Signature Title
     
/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 Vice President and Controller (Principal
Accounting Officer)
   
*                                                                     
Cletus Carter President and Director
     
*                                                                     
Terryl Jacobs Vice President and Director

*                                                                     
Roger Arthur Secretary-Treasurer and Director
   
*                                                                     
Roger A. Ball Director
   
                                                                       
Ronald Bergh Director
   
*                                                                     
Darlene H. Carpenter Director
   
                                                                       
Harold Foley Director
   
*                                                                     
Steve J. Haaven Director
   
                                                                       
Gary Harrison Director
   
*                                                                     
Craig A. Harting Director
   
                                                                       
Jim C. Herron   Director
   
                                                                       
Martin A. Hillert, Jr. Director
     
*                                                                     
Tom Kirby Director
   
                                                                       
William A. Kopacz Director
   
                                                                       
Reuben B. McBride Director
   

*                                                                     
Gale Rettkowski Director
   
*                                                                     
Ronald P. Salyer Director
   
                                                                       
Darryl Schriver Director
   
                                                                       
J. David Wasson Jr. Director
   
*                                                                      
Charles Wayne Whitaker Director
   
*                                                                     
Bobby W. Williams Director
   
                                                                       
Jack. F. Wolfe Jr. Director
    
   
* By Power of Attorney.  

EXHIBIT INDEX

   
Exhibit No. Description
    
Exhibit 5 Form of Opinion of Hogan & Hartson LLP, as to the legality of the bonds.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Hogan & Hartson LLP (included as part of Exhibit 5).
Exhibit 24 Powers of Attorney (incorporated by reference to the registrant's Registration Statement on Form S-3 (Registration No. 333-109365)).