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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, 2000 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,
the SLM Student Loan Trust 1999-3,
the SLM Student Loan Trust 2000-1,
the SLM Student Loan Trust 2000-2,
the SLM Student Loan Trust 2000-3, and
the SLM Student Loan Trust 2000-4.
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.)
304 SOUTH MINNESOTA STREET
SUITE B
CARSON CITY, NEVADA 89706
(Address of principal executive offices)
(775) 884-4179
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, the SLM Student Loan Trust 1999-3, the SLM Student Loan Trust
2000-1, the SLM Student Loan Trust 2000-2, the SLM Student Loan Trust 2000-3 and
the SLM Student Loan Trust 2000-4 (collectively, the "Trusts") consists mostly
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 review
the Annual Statements of Compliance (the "Annual Statements of Compliance")
attached as Exhibit 19.1 hereto. These statements are required by
- Section 3.2 of 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 USA,
National Association, formerly known as Chase Manhattan Bank, Delaware,
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
- 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, 2000, the Registrant was a beneficial owner of certain 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 fourteen (14) different
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 August 31, 2000, Evelyn Echevarria replaced Susan Burdick
Brennan as a director of the Registrant.
Effective as of January 1, 2001, the Registrant moved its offices from 300
Hot Springs Road, Suite 4, Carson City, Nevada 89706 to 304 South Minnesota
Street, Suite B, Carson City, Nevada 89706. Its telephone number remained the
same.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
2
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 2000, 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 fourteen (14) different participant institutions are record owners
of more than 5% of the Certificates.
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 79545GAC5 $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
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 79545GAF8 $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
3
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
Citibank, N.A. $18,000,000.00 33.94%
P.O. Box 30576
Tampa, Florida 33630-3576
The Bank of New York $ 6,200,000.00 11.69%
925 Patterson Plank Road
Secaucus, NJ 07094
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 Chase Manhattan Bank $19,000,000.00 26.02%
Loan -- Backed Certificates 4 New York Plaza
13th Floor
New York, NY 10004
ABN Amro Incorporated $12,000,000.00 22.75%
181 West Madison
Chicago, IL 60603
Boston Safe Deposit & Trust Co. $11,000,000.00 20.85%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
Lehman Gov't Securities $7,222,5000.00 13.69%
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Deutsche Bank Securities Services $ 3,000,000.00 5.69%
175 Water Street
New York, NY 10038
4
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 The Bank of New York/JP Morgan $15,300,000.00 29.03%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
Lehman Gov't Securities $14,873,000.00 28.22%
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Chase Manhattan Bank $10,000,000.00 18.98%
4 New York Plaza
13th Floor
New York, NY 10004
Boston Safe Deposit & Trust Co. $ 8,000,000.00 15.18%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Rm 153-3015
Pittsburgh, PA 15259
Salomon Smith Barney Inc. $ 3,000,000.00 5.69%
333 W 34th Street
3rd Floor
New York, NY 10001
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/JP Morgan $13,000,000.00 18.11%
1 Wall Street
New York, NY 10286
Chase Manhattan Bank $12,000,000.00 16.71%
4 New York Plaza
13th Floor
New York, NY 10004
Lehman Gov't Securities $12,000,000.00 16.71%
101 Hudson Street
31st Floor
Jersey City, NJ 07302
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 Bankers Trust Company $30,000,000.00 34.31%
Loan -- Backed Certificates c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York/JP Morgan $20,000,000.00 22.87%
1 Wall Street
New York, NY 10286
The Bank of New York $ 15,00,000.00 17.15%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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
7
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
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/JP Morgan $48,650,000.00 53.97%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
Bankers Trust Company $12,200,000.00 13.53%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York $12,150,000.00 13.48%
925 Patterson Plank Rd.
Secaucus, NJ 07094
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/JP Morgan $77,535,887.00 86.25%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
The Bank of New York $12,364,113.00 13.75%
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/JP Morgan $81,550,000.00 76.54%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
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/JP Morgan $ 90,750,000.00 85.82%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
The Bank of New York $ 10,000,000.00 9.46%
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 The Bank of New York $ 62,300,000.00 86.17%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $ 10,000,000.00 13.83%
4 New York Plaza
13th Floor
New York, NY 10004
SLM STUDENT LOAN TRUST 2000-1
CUSIP 78442GBW5 $71,710,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Bankers Trust Company $ 40,000,000.00 55.78%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N. A. $ 25,210,000.00 35.16%
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
Chase Bank of Texas, N. A. $ 6,500,000.00 9.06%
P. O. Box 2558
Houston, TX 77252-2558
10
SLM STUDENT LOAN TRUST 2000-2
CUSIP 78442GCB0 $72,290,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Bankers Trust Company $ 31,290,000.00 43.28%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $ 21,000,000.00 29.05%
4 New York Plaza
13th Floor
New York, NY 10004
Bank One Trust Company, N. A. $ 20,000,000.00 27.67%
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
SLM STUDENT LOAN TRUST 2000-3
CUSIP 78442GCF1 $89,750,000
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- --------------- ----------
Floating Rate Student Bankers Trust Company $ 60,000,000.00 66.85%
Loan--Backed Certificates c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N. A. $ 20,000,000.00 27.67%
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
Morgan Stanley & Co. $ 14,750,000.00 16.43%
Incorporated
One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
11
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
Exhibit 19.2 Annual Independent Certified Public
Accountant's Report
(b) REPORTS ON FORM 8-K. We filed two Current Reports on Form 8-K with the
Commission during the last quarter of the period covered by this report. They
were filed on:
- on October 5, 2000 in connection with the closing of SLM Student Loan
Trust 2000-4; and
- on November 3, 2000 in connection with a quarterly Distribution Date.
12
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, 2001 SLM FUNDING CORPORATION
By: /s/ JOHN F. REMONDI
-----------------------------------------
Name: John F. Remondi
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/ JOHN F. REMONDI President and Director
------------------------------------------- (Principal Executive March 28, 2001
John F. Remondi Officer)
/s/ J. LANCE FRANKE Chief Financial Officer and
------------------------------------------- Director (Principal March 28, 2001
J. Lance Franke Financial Officer)
/s/ WILLIAM M.E. RACHAL, JR. Treasurer and Controller
------------------------------------------- (Principal Accounting March 28, 2001
William M.E. Rachal, Jr. Officer)
/s/ EVELYN ECHEVARRIA
------------------------------------------- Director March 28, 2001
Evelyn Echevarria
/s/ DOUGLAS JOHNSON
------------------------------------------- Director March 28, 2001
Douglas Johnson
13
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- --------------------- ------- ------------
19.1 Annual Statements of Compliance 14
19.2 Annual Independent Certified Public Accountant's Report 33
14