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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
SLM FUNDING CORPORATION
formerly known as SALLIE MAE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
(Originator of the Sallie Mae Student Loan Trust 1995-1,
the Sallie Mae Student Loan Trust 1996-1,
the SLM Student Loan Trust 1996-2,
the SLM Student Loan Trust 1996-3,
the SLM Student Loan Trust 1996-4,
the SLM Student Loan Trust 1997-1,
the SLM Student Loan Trust 1997-2,
the SLM Student Loan Trust 1997-3,
the SLM Student Loan Trust 1997-4,
the SLM Student Loan Trust 1998-1,
the SLM Student Loan Trust 1998-2,
the SLM Student Loan Trust 1999-1,
the SLM Student Loan Trust 1999-2,
and the SLM Student Loan Trust 1999-3
DELAWARE 33-95474/333-2502/333-24949/333-44465 23-2815650
(State or other Jurisdiction (Commission File Numbers) (I.R.S. employer
of Incorporation) Identification No.)
777 TWIN CREEK DRIVE
KILLEEN, TEXAS 76543
(Address of principal executive offices)
(817) 554-4500
Registrant's telephone number, including area code
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 / /
No documents are incorporated by reference into this Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: None.
This Annual Report on Form 10-K is filed in reliance upon (1) certain
no-action letters issued by the Office of Chief Counsel, Division of Corporate
Finance of the Securities and Exchange Commission stating that the Division will
not object if periodic reports filed by the registrant pursuant to Sections 13
and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set
forth in such letters and the requests for such letters and (2) the Registrant's
filing letter accompanying the Registrant's Current Report on Form 8-K filed
with the Commission on or about November 6, 1995 in which the Registrant
described the manner in which it intended to file such periodic reports.
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PART I.
ITEM 2. PROPERTIES.
The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae
Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student
Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust
1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3,
the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1, the SLM
Student Loan Trust 1998-2, the SLM Student Loan Trust 1991-1, the SLM Student
Loan Trust 1999-2, and the SLM Student Loan Trust 1999-3 (collectively, the
"Trusts") consists solely of pools of education loans to students and parents of
students made under the Federal Family Education Loan Program, all funds
collected in respect thereof and monies on deposit in certain trust accounts.
For more information regarding the property of the Trusts, you should examine
the Annual Statements of Compliance (the "Annual Statements of Compliance")
attached as Exhibit 19.1 hereto, required by Section 3.2 of (i) the
Administration Agreements, dated as of October 26, 1995, March 6, 1996, April
26, 1996, July 9, 1996, October 3, 1996 and March 20, 1997, by and among the
respective Trusts, the Student Loan Marketing Association (the "Administrator"),
Chase Manhattan Bank, Delaware, formerly Chase Manhattan Bank USA, National
Association, not in its individual capacity but solely as Trustee (the "Eligible
Lender Trustee"), Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding
Corporation (the "Registrant") and Bankers Trust Company, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee") and (ii) the
Master Administration Agreement, dated as of May 1, 1997, between the Registrant
and the Administrator, as variously amended or supplemented (collectively, the
"Administration Agreements").
ITEM 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings involving the
Registrant or its property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
At December 31, 1999, the Registrant was a beneficial owner of the Trusts'
Floating Rate Student Loan-Backed Certificates ("Certificates"), and there was
one (1) registered holder of the Certificates, CEDE & Co., as nominee of The
Depository Trust Company ("DTC"). There were twelve (12) persons registered on
the books of DTC as record owners of Certificates. There is no established
trading market for the Certificates.
ITEM 7. OTHER RELATED EVENTS AND INFORMATION.
Effective as of February 11, 2000, Elizabeth S. Eldridge resigned her
position as a director of the Registrant and Susan Burdick-Brennan was elected
as a director.
LEGISLATIVE DEVELOPMENTS
On December 17, 1999, President Clinton signed the Ticket to Work and Work
Incentives Improvement Act. This act includes a provision that changes the index
on which lender returns are set in the Federal Family Education Loan Program
from the current 91-day Treasury bill rate to a three-month commercial paper
rate. The new index will apply to all loans originated after January 1, 2000 and
before July 1, 2003. The rates that students pay on their FFELP loans are
unaffected by the new index.
2
ADMINISTRATION'S FY 2001 BUDGET PROPOSAL
On February 7, 2000 President Clinton submitted his Fiscal Year 2001 budget
proposal to Congress. The budget proposes significant savings from the student
loan programs, principally from the FFELP. The major proposals affecting student
loans, and the student loan industry are the following:
- Reduce special allowance payments 31 basis points from three-month
commercial paper plus 2.34% to three-month commercial paper plus 2.03%.
- Eliminate all special allowance on tax exempt loans subject to a 9.5%
interest rate floor.
All these proposals may be considered by Congress as it deliberates on the
FY 2001 budget. The Registrant does not expect any of these proposals to pass.
If any of these proposals were to pass, the revenues of the Trusts could be
materially adversely affected.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 1999, the Certificates held by the Registrant were
registered in the name of CEDE and Co., as nominee of DTC. The books of DTC
indicate that nine (9) participant institutions are record owners of more than
5% of the Certificates.
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student State Street Bank & Trust Co. $18,500,000.00 52.86%
Loan--Backed Certificates Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
Chase Manhattan Bank $14,650,000.00 41.86%
4 New York Plaza
13th Floor
New York, NY 10004
3
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Chase Manhattan Bank $50,000,000.00 95.24%
Loan--Backed Certificates 4 New York Plaza
13th Floor
New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Chase Manhattan Bank $25,499,000.00 48.08%
Loan--Backed Certificates 4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit & Trust Co. $22,800,000.00 42.99%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Co. $ 3,200,000.00 6.03%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
4
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Boston Safe Deposit & Trust Co. $16,000,000.00 30.33%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $19,000,000.00 36.02%
4 New York Plaza
13th Floor
New York, NY 10004
ABN Amco Incorporated $12,000,000.00 22.75%
181 West Madison
Chicago, IL 60603
Huntington National Bank $ 3,000,000.00 5.69%
Proxy Department HC1040
41 South High Street
Columbus, OH 43287
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Boston Safe Deposit & Trust Co. $17,700,000.00 33.59%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
The Bank of New York $15,300,000.00 29.03%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $10,000,000.00 18.98%
4 New York Plaza
13th Floor
New York, NY 10004
The Northern Trust Company $ 4,573,000.00 8.68%
801 S. Canal C-In
Chicago, IL 60607
5
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Boston Safe Deposit & Trust Co. $34,800,000.00 48.47%
Loan--Backed Certificates c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
The Bank of New York $13,000,000.00 18.11%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $12,000,000.00 16.71%
4 New York Plaza
13th Floor
New York, NY 10004
Huntington National Bank $12,000,000.00 16.71%
Proxy Department HC1040
41 South High Street
Columbus, OH 43287
6
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York $30,000,000.00 34.31%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $30,000,000.00 34.31%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $13,000,000.00 14.87%
4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit & Trust Co. $ 9,450,000.00 10.81%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $ 5,000,000.00 5.72%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
7
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNERSHIP CLASS
- -------------- --------------------------------- -------------- ----------
Floating Rate Student The Bank of New York $60,800,000.00 67.44%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $12,200,000.00 13.53%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $12,150,000.00 13.48%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $ 5,000,000.00 5.55%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York $89,900,000.00 100.00%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
8
SLM STUDENT LOAN TRUST 1998-1
CUSIP 78442GAZ9 $ 106,550,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York $81,550,000.00 76.54%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
State Street Bank & Trust Co. $13,000,000.00 12.20%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
The Northern Trust Company $ 8,600,000.00 8.07%
801 S. Canal C-In
Chicago, IL 60607
SLM STUDENT LOAN TRUST 1998-2
CUSIP 78442GBC9 $ 105,750,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student The Bank of New York $100,750,000.00 95.27%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
SLM STUDENT LOAN TRUST 1999-1
CUSIP 78442GBH8 $ 36,060,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Bankers Trust Company $ 36,060,000.00 100.00%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
9
SLM STUDENT LOAN TRUST 1999-2
CUSIP 78442GBN5 $ 36,000,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Bankers Trust Company $ 36,000,000.00 100.00%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SLM STUDENT LOAN TRUST 1999-3
CUSIP 78442GBR6 $ 72,300,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Morgan Stanley & Co. $ 72,300,000.00 100.00%
Loan--Backed Certificates Incorporated
One Pierrepoint Plaza, 7th Floor
Brooklyn, NY 11201
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
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:
DESIGNATION DESCRIPTION
- ----------- -----------
Exhibit 19.1 Annual Statements of Compliance
Annual Independent Certified Public
Exhibit 19.2 Accountant's Report
(b) REPORTS ON FORM 8-K. Current Reports on Form 8-K were filed during the
last quarter of the period covered by this report with the Commission on or
about January 13, 2000 in connection with a quarterly Distribution Date.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
Dated: March 28, 2000 SLM FUNDING CORPORATION
By: /s/ MARK G. OVEREND
-----------------------------------------
Name: Mark G. Overend
Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARK G. OVEREND President and Director
------------------------------------------- (Principal Executive March 28, 2000
Mark G. Overend Officer)
/s/ J. LANCE FRANKE Chief Financial Officer and
------------------------------------------- Director (Principal March 28, 2000
J. Lance Franke Financial Officer)
/s/ WILLIAM M.E. RACHAL Treasurer and Controller
------------------------------------------- (Principal Accounting March 28, 2000
William M.E. Rachal Officer)
/s/ SUSAN BURDICK-BRENNAN
------------------------------------------- Director March 27, 2000
Susan Burdick-Brennan
/s/ DOUGLAS JOHNSON
------------------------------------------- Director March 27, 2000
Douglas Johnson
11
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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19.1 Annual Statements of Compliance 13
19.2 Annual Independent Certified Public Accountant's Report 40
12