10-K 1 soyb2.htm Soyland B-2 Form 10-K

 

                        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205 49

          

FORM 10-K

                          

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

               

For the fiscal year ended December 31, 2001

        

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 333-79328

                                

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

(Exact name of registrant as specified in its charter)

                           

NEW YORK

(State or other jurisdiction of incorporation or organization)

                         

36-7051620

(I.R.S. Employer Identification Number)

                                        

2201 Cooperative Way, Herndon, VA 20171-302

(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, 2001 there were three record 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 and 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, 2001 and 2000

   

Statement of Income and Expenses for the Year Ended December 31, 2001, 2000 and 1999

   

Statement of Cash Flows for the Year Ended December 31, 2001, 2000 and 1999

   

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].)

                       
 

4.2

 

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].)
        
  99.1 Representation Letter from Arthur Andersen LLP
               
 

b)    

Forms 8-K dated September 17, 2001 and March 15, 2001.

   

Semi-annual Reports to Certificateholders dated September 17, 2001 and March 15, 2001.

                  

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 1st day of April  2002.

 

 

       
                  
               

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

                    

 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 (SOYLAND) 1993-B2

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000

TOGETHER WITH AUDITORS' REPORT

         
         

    

 

 

                           
     
                     

Report of Independent Public Accountants

       
       
         

To the Trustee of

Rural Electric Cooperative Grantor Trust

     (SOYLAND) 1993-B2, and

                   

To the Board of Directors of

National Rural Utilities Cooperative

     Finance Corporation

        

We have audited the accompanying statement of assets and liabilities of Rural Electric Cooperative Grantor Trust (SOYLAND) 1993-B2 (the "Trust") as of December 31, 2001 and 2000, and the related statements of income and expenses and cash flows for each of the three years in the period ended December 31, 2001. 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 auditing standards generally accepted in the United States. 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 (SOYLAND) 1993-B2 as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

Vienna, Virginia

March 27, 2002

          
          

      

                   
                                       
       

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

STATEMENTS OF ASSETS AND LIABILITIES

AS OF DECEMBER 31, 2001 AND 2000

                                    
       
                        

ASSETS

 

2001

     

2000

 
                                       

Interest receivable

$

1,000,960

   

$

1,082,564

 
                        

Note receivable

 

35,940,000

     

38,870,000

 
                                 

          Total Assets

$

36,940,960

   

$

39,952,564

 
                               
                    
                        
           

LIABILITIES

   
                    

Interest payable-Grantor Trust Certificates

$

975,322

   

$

1,054,835

 
                     

Servicer fees payable

 

25,638

     

27,729

 
                     

Rural Electric Cooperative Grantor Trust Certificates

 

35,940,000

     

38,870,000

 
                         

          Total Liabilities

$

36,940,960

   

$

39,952,564

 
                              
                                    
          

The accompanying notes are an integral part of these financial statements.

     
        
                          

                

              
                 
                     

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

STATEMENTS OF INCOME AND EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

      
       
                 
   

2001

     

2000

     

1999

 
                          

INCOME:

                     
                             

Interest on note receivable

$

3,249,362

   

$

3,485,987

   

$

3,702,345

 
                               

EXPENSES:

                     
                           

Interest to certificateholders

 

3,166,132

     

3,396,697

     

3,607,513

 
                            

 Servicer fees

 

83,230

     

89,290

     

94,832

 
                                

          Total Expenses

 

3,249,362

     

3,485,987

     

3,702,345

 
                             

          Net Income

$

-

   

$

-

   

$

-

 
                   
                    
                

The accompanying notes are an integral part of these financial statements.

       
      

        

            
                   

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

          
        
                      
      

2001

 

   

2000

 

   

1999

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

              

 

 

 

 

 

 

 

 

 

 

 

     Principal received on note receivable

$

2,930,000

 

 

$

2,680,000

 

 

$

2,450,000

 

     Interest received on note receivable

3,330,966

 

 

3,560,627

 

 

3,770,580

 

     Interest paid to certificateholders

 

(2,930,000

)

 

 

(2,680,000

)

 

 

(2,450,000

)

     Principal paid to certificateholders

 

(3,245,645

)

 

 

(3,469,425

)

 

 

(3,674,000

)

     Fees paid to servicer

 

(85,321

)

 

 

(91,202

)

 

 

(96,580

)

       

 

 

 

 

 

 

 

 

 

 

 

     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

 

81,604

 

 

74,640

 

 

68,235

          (Decrease) in interest payable

(79,513

)

 

(72,728

)

 

(66,487

)

          (Decrease) in servicer fees payable

 

(2,091

)

 

 

(1,912

)

 

 

(1,748

)

                  

 

 

 

 

 

 

 

 

 

 

 

          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

$

3,245,645

 

 

$

3,469,425

 

 

$

3,674,000

 

      

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

     

 

The accompanying notes are an integral part of these financial statements.

   
   

      

          
       
       

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2001 AND 2000

                          
       

1.

ORGANIZATION AND OPERATIONS

                    
 

Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (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 Bank One, formerly 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) 8.35% Certificates, due 2009 (the "Certificates") in the amount of 44,000,000. 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 8.43% and maturing 2009, 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 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 .1395% from the Cooperative. This fee was derived when the Note from the Cooperative 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 preceding the day (March 15 and September 15) such amounts are to be distributed to the certificate holders 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 certificate holder 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 certificate holder's Federal income tax return.

               
Principal payments on the Certificates began in 1999 and are scheduled to be repaid over a period of eleven years. The principal payment over the next five years and thereafter are as follows:
             
2002 $ 3,210,000
2003 3,510,000
2004 3,840,000
2005 4,205,000
2006 4,600,000
Thereafter

16,575,000

       
Total $

35,940,000

     
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 Certificate holder 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 occurs over the life of the loan.

          

4.

FAIR VALUE OF FINANCIAL INSTRUMENTS

                        
 

Use of Estimates

      
 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 Statement of Financial Accounting Standards 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, 2001 and 2000, along with other valuation methodologies. Below is a summary of significant methodologies used in estimating fair value amounts and a schedule of fair values at December 31, 2001 and 2000.

              
 

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, 2001 and 2000 are as follows:

                          

2001

2000

Carrying Fair Carrying Fair

Value

Value

Value

Value

Assets:

Interest receivable

$

1,000,960

$

1,000,960

$

1,082,564

$

1,082,564

Note receivable

35,940,000

40,962,918

38,870,000

44,425,550

                       

Liabilities:

Interest payable - Grantor

975,322

975,322

1,054,835

1,054,835

     Trust Certificates

Servicer fees payable

25,638

25,638

27,729

27,729

Rural Electric Cooperative

     Grantor Trust Certificates

35,940,000

41,005,206

38,870,000

44,477,268

                    


                       

      
         

Exhibit 99.1

         
       
          

April 1, 2002

         
         

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

           

                        

           

Re: Financial Statements Audited by Arthur Andersen, LLP

                

                     

National Rural Utilities Cooperative Finance Corporation ("CFC"), as servicer is filing the Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (Comm. File No. 333-79328) Annual Report on Form 10-K today with financial statements audited by Arthur Andersen LLP ("Andersen"). In accordance with Temporary Note 3T to Article 3 of Regulation S-X, this letter confirms that the CFC has received certain required representations from Andersen in a letter dated March 28, 2002.

        
Andersen has represented to CFC that the audit was subject to Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards. Andersen further represented that there was appropriate continuity of Andersen personnel working on the audit and availability of national office consultation. Andersen represented that the availability of personnel at foreign affiliates of Andersen was not relevant to this audit. 
                                 

                                  

Very truly yours,

          

                 

/s/ Angelo Salera

Angelo Salera

Acting Chief Financial Officer