-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NXVUim1jmoGzNghj9EqMifIiTptdrt2mcnJ25+p8LrVwYUhtIrkgyi1RsuzCEwOI ClVKicK+ua1rHgEvCX8BUg== 0000950152-99-007868.txt : 19991227 0000950152-99-007868.hdr.sgml : 19991227 ACCESSION NUMBER: 0000950152-99-007868 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STUDENT LOAN FUNDING LLC CENTRAL INDEX KEY: 0001070867 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 311599686 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-64283 FILM NUMBER: 99718247 BUSINESS ADDRESS: STREET 1: ONE WEST FOURTH STREET SUITE 210 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133520570 MAIL ADDRESS: STREET 1: ONE WEST FOURTH STREET SUITE 210 CITY: CINCINNATI STATE: OH ZIP: 45202 10-K405 1 STUDENT LOAN FUNDING 1998 - A/B TRUST 10-K405 1 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 June 30, 1999 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------- STUDENT LOAN FUNDING 1998 - A/B TRUST (Exact name of registrant as specified in its charter) Delaware 333-73455 31-1599686 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) ONE WEST FOURTH STREET, SUITE 210 CINCINNATI, OHIO 45202 (513) 763-4415 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) 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 __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The Registrant does not have any voting stock, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). NOT APPLICABLE. 2 This Annual Report on Form 10-K for Student Loan Funding 1998-A/B Trust (the "Registrant") is filed in reliance upon certain no-action letters issued by the Office of the Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission relating to similar trusts stating that the Commission will not object if such trusts file reports pursuant to Section 13 and 15(d) of the Securities and Exchange Act of 1934 in the manner described in such letters. Accordingly, certain items have been omitted from or modified in this Annual Report on Form 10-K. Part I Item 1. Business Not applicable. Item 2. Properties The property of the Registrant consists of a pool of guaranteed education loans (the "Financed Student Loans") to students and parents of students acquired by Firstar Bank, National Association, as the eligible lender trustee (the "Eligible Lender Trustee") on behalf of the Registrant, collections and other payments with respect to the Financed Student Loans and monies on deposit in certain accounts held for the benefit of the Registrant. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Securityholders None. Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters At June 30, 1999, all of the Registrant's Senior Asset-Backed Notes, Series 1998A1-3 (LIBOR Rate), Senior Asset-Backed Callable Notes, Series 1998A1-4 (Auction Rate), Senior Asset-Backed Callable Notes, Series 1998A1-5 (Auction Rate), Senior Asset-Backed Callable Notes, Series 1998A1-6 (Auction Rate), and Subordinate Asset-Backed Notes, Series 1998B1-3 (Fixed Rate) (collectively, the "Notes") were registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"). At June 30, 1999, there were seven participants in DTC who were registered as holders of the Notes. There is no established public market in which such Notes are traded. Item 6. Selected Financial Data Not applicable. 3 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Not applicable. Item 7A. Quantitative And Qualitative Discussions About Market Risks Not applicable. Item 8. Financial Statements and Supplementary Data Not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Part III Item 10. Directors and Executive Officers of the Registrant Not applicable. Item 11. Executive Compensation Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management As of June 30, 1999, all of the Notes were registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"). The books of DTC indicate that the direct participating institutions listed below are the only owners of in excess of five percent (5%) of the Notes issued by the Registrant. Only such participants, however, know the identity of the beneficial owners of the Notes. 4
Name of Amount of Title of Class Beneficial Owner Beneficial Ownership Percent of Class - -------------- ---------------- -------------------- ---------------- Senior Asset-Backed Bankers Trust Company $300,000,000 75% Notes, Series 1998A1-3 Chase Manhattan Bank $ 24,000,000 6% BNY/ITC $ 56,000,000 14% Senior Asset-Backed Bankers Trust Company $ 81,300,000 87% Callable Notes, Series Wilmington Trust Company $ 10,000,000 11% 1998A1-4 Senior Asset-Backed Bankers Trust Company $ 71,350,000 79% Callable Notes, Series UMB Bank $ 18,650,000 21% 1998A1-5 Senior Asset-Backed Bankers Trust Company $ 69,500,000 77% Callable Notes, Series UMB Bank $ 20,000,000 22% 1998A1-6 Subordinate Asset- Chase Manhattan Bank $ 33,500,000 61% Backed Notes, Series Citibank, N.A. $ 14,000,000 26% 1998B1-3 Northern Trust Company $ 7,000,000 13%
Item 13. Certain Relationships and Related Transactions Not applicable. Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K: 99.1 Noteholders' Statement, dated June 30, 1999 (b) Reports on Form 8-K. Current Reports on Form 8-K were filed with the Commission on June 11, 1999, June 29, 1999 and July 2, 1999. Item 5 and Item 7 were included in each Current Report on Form 8-K. 5 Signature Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FIRSTAR BANK, N.A., not in its individual capacity but solely in its capacity as Co-owner Trustee for STUDENT LOAN FUNDING 1998 - A/B TRUST Date: September 28, 1999 By: /s/ Brian J. Gardner ---------------------------- Brian J. Gardner Vice President & Trust Officer 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 holders of the Notes during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to holders of the Notes subsequent to the filing of this report. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Noteholders' Statement, dated June 30, 1999 EX-99.1 2 EXHIBIT 99.1 1
EXHIBIT 99.1 Noteholders' Statement for Student Loan Funding 1998-A/B Trust (successor to Student Loan Funding LLC) Student Loan Senior & Subordinate Asset Backed Notes for Collection Period Ending: June 30, 1999 CUSIP $400,000,000 Senior Series 1998A1-3 86387QAF1 F/K/A 86387QAA2 $93,300,000 Senior Series 1998A1-4 86387QAG9 F/K/A 86387QAB0 $90,000,000 Senior Series 1998A1-5 86387QAH7 F/K/A 86387QAC8 $90,000,000 Senior Series 1998A1-6 86387QAJ3 F/K/A 86387QAD6 $54,500,000 Subordinate Series 1998B1-3 86387QAK0 F/K/A 86387QAE4 DISTRIBUTION DATE $400,000,000 Senior Series 1998A1-3 July 30, 1999 $93,300,000 Senior Series 1998A1-4 July 15, 1999 $90,000,000 Senior Series 1998A1-5 July 22, 1999 $90,000,000 Senior Series 1998A1-6 July 29, 1999 $54,500,000 Subordinate Series 1998B1-3 July 30, 1999 (a) Principal Factor: (i) 1998 A1-3 Notes: 0.8122024 (ii) 1998 B1-3 Notes: 1.0000000 (b) Amount of principal being paid or distributed: (i) 1998 A1-3 Notes: $13,732,674.16 (ii) 1998 A1-4 Notes: $ 0.00 (iii) 1998 A1-5 Notes: $ 0.00 (iv) 1998 A1-6 Notes: $ 0.00 (v) 1998 B1-3 Notes: $ 0.00 (c) Amount of interest being paid or distributed based upon the Formula Rate: (i) 1998 A1-3 Notes: $ 1,577,375.15 (ii) 1998 A1-4 Notes: $ 365,010.33 (iii) 1998 A1-5 Notes: $ 360,500.00 (iv) 1998 A1-6 Notes: $ 364,000.00 (v) 1998 B1-3 Notes: $ 283,854.17 Formula Interest Rates: (i) 1998 A1-3 Notes: 5.59000% (ii) 1998 A1-4 Notes: 5.03000% (iii) 1998 A1-5 Notes: 5.15000% (iv) 1998 A1-6 Notes: 5.20000% (v) 1998 B1-3 Notes: 6.25000% Interest Rates if they were based upon the Net Loan Rate: (i) 1998 A1-3 Notes: 7.54% (ii) 1998 A1-4 Notes: 7.53% (iii) 1998 A1-5 Notes: 7.53% (iv) 1998 A1-6 Notes: 7.53%
2
(v) 1998 B1-3 Notes: 6.25% (d) Amount of distribution allocable to any Noteholders' Interest Carryover: (i) 1998 A1-3 Notes: $ 0.00 (ii) 1998 A1-4 Notes: $ 0.00 (iii) 1998 A1-5 Notes: $ 0.00 (iv) 1998 A1-6 Notes: $ 0.00 (v) 1998 B1-3 Notes: $ 0.00 (e) Pool Balance on May 31, 1999: $631,418,993.00 Pool Balance on June 30, 1999: $622,096,341.00 (i) Parity Percentage 97.98% (ii) Senior Parity Percentage 106.89% (f) After giving effect to distributions on this Distribution Date: (i) 1998 A1-3 Notes: $324,880,953.39 (ii) 1998 A1-4 Notes: $ 93,300,000.00 (iii) 1998 A1-5 Notes: $ 90,000,000.00 (iv) 1998 A1-6 Notes: $ 90,000,000.00 (v) 1998 B1-3 Notes: $ 54,500,000.00 Total Series A Notes outstanding: $598,180,953.39 Total Notes outstanding: $652,680,953.39 (g) Amount of Program Operating Expenses to be allocated for the upcoming Distribution Date: $ 459,644.00 (h) (i) Aggregate amount of Realized Losses (if any) for the Collection Period immediately preceding the Distribution Date: $ 4,315.00 (ii) Amount received for recoveries of Realized Losses from a previous Collection Period: (a) interest $ 0.00 (b) principal $ 0.00 (i) (i) Amount of distribution attributable to the Reserve Fund: $ 139,839.78 (ii) Amount of distribution attributable to the Acquisition Fund: $ 0.00 (iii) Amount of distribution attributable to other Indenture accounts: $ 15,454,063.70 (iv) Reserve Fund Balance: $ 9,856,364.64 (v) Acquisition Fund Balance: $ 0.00 (vi) Other Indenture Account Balances: $ 1,798,545.60 (vii) Amount of Parity Percentage Payments: $ 4,270,182.38 (j) The aggregate amount paid for Financed Student Loans purchased by the trust during the immediately preceding Collection Period: $ 0.00 (k) Amount of Financed Student Loans: (i) that are 31 through 60 days delinquent: $ 23,412,909.00 (ii) that are 61 through 90 days delinquent: $ 14,643,787.00 (iii) that are 91 through 120 days delinquent: $ 11,782,409.00 (iv) that are more than 120 days delinquent: $ 31,314,308.00 (v) for which claims have been filed with the appropriate Guaranty Agency, guarantor, or escrow fund and which are awaiting payment: $ 1,824,013.00
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