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DRAFT 3/26/98
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 (Fee required)
For the fiscal year ended December 31, 1997 or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from to
COMMISSION FILE NUMBERS 33-95474, 333-2502, 333-24949
SLM FUNDING CORPORATION*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(FORMERLY KNOWN AS SALLIE MAE FUNDING CORPORATION)*
(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,
AND THE SLM STUDENT LOAN TRUST 1997-4)
DELAWARE 23-2815650
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
777 TWIN CREEK DRIVE KILLEEN, TEXAS 76543
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
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.
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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.
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 and the SLM Student Loan Trust 1997-4 (collectively, the "Trusts")
consist 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, see the Annual Statements of
Compliance (the "Annual Statements of Compliance") attached as Exhibit 19.1
hereto, required by Section 3.2 of the Administration Agreements (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, 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.
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, 1997, 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 sixteen (16) persons registered
on the books of DTC as record owners of Certificates. There is no established
trading market for the Certificates.
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, 1997, 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 sixteen (16) participant institutions are the record owners of
more than 5% of the Certificates.
2
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
Floating Rate Chase Manhattan Bank $14,650,000 41.86%
Student One Chase Manhattan Plaza principal
Loan-Backed 3B-Proxy Dept amount of
Certificates New York, NY 10081 certificates
Floating Rate SSB-Custodian $18,500,000 52.86%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
Floating Rate Chase Manhattan Bank $25,000,000 47.62%
Student One Chase Manhattan Plaza principal
Loan-Backed 3B-Proxy Dept amount of
Certificates New York, NY 10081 certificates
Floating Rate Chase/Chemical Bank $25,000,000 47.62%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
Floating Rate Bank of New York $3,000,000 5.66%
Student 925 Patterson Plank Rd principal
Loan-Backed Secaucus, NJ 07094 amount of
Certificates certificates
Floating Rate Boston Safe Deposit & Trust Co $23,000,000 43.37%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $21,499,000 40.54%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $5,000,000 9.43%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
3
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
Floating Rate Boston Safe Deposit & Trust Co $12,000,000 22.75%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $19,000,000 36.02%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $5,000,000 9.48%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
Floating Rate Huntington National Bank $5,500,000 10.43%
Student 41 South High Street, 10th Fl principal
Loan-Backed Columbus, OH 43287 amount of
Certificates certificates
Floating Rate NBD Bank, N.A. $3,000,000 5.69%
Student 611 Woodward Ave principal
Loan-Backed Detroit, MI 48226 amount of
Certificates certificates
Floating Rate SSB-Custodian $3,000,000 5.69%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
Floating Rate Boston Safe Deposit & Trust Co $8,000,000 15.18%
Student c/o ADP Proxy Services principal
Loan-Backed 51 Mercedes Way amount of
Certificates Edgewood, NY 11717 certificates
Floating Rate Chase/Chemical Bank $10,000,000 18.98%
Student Auto Settle Dept principal
Loan-Backed 4 New York Plaza amount of
Certificates 4th Floor certificates
New York, NY 10004
Floating Rate Citibank, N.A. $4,000,000 7.60%
Student 111 Wall Street principal
Loan-Backed 20th Floor, Zone 9 amount of
Certificates New York, NY 10043 certificates
Floating Rate Custodial Trust Company $14,300,000 27.13%
Student 101 Carnegie Center principal
Loan-Backed Princeton, NJ 08540 amount of
Certificates certificates
Floating Rate NBD Bank, N.A. $9,473,000 17.97%
Student 611 Woodward Ave principal
Loan-Backed Detroit, MI 48226 amount of
Certificates certificates
4
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
Floating Rate Bankers Trust Company $6,000,000.00 8.36%
Student c/o BT Services Tennessee Inc.
Loan-Backed 648 Grassmere Park Drive
Certificates Nashville, TN 37211
Floating Rate Boston Safe Deposit & Trust Co. $35,800,000.00 49.86%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates Pittsburgh, PA 15259
Floating Rate Chase Manhattan Bank/Chemical $12,000,000.00 16.71%
Student 4 New York Plaza
Loan-Backed Proxy Department, 13th Floor
Certificates New York, NY 10004
Floating Rate Huntington National Bank $5,500,000.00 7.66%
Student Proxy Department
Loan-Backed 41 South High Street
Certificates Columbus, OH 43287
Floating Rate J.P. Morgan Securities, Inc.--Asset Backed $6,500,000.00 9.05%
Student 60 Wall Street, 6th Floor
Loan-Backed New York, NY 10260-0060
Certificates
Floating Rate The Northern Trust Company $6,000,000.00 8.36%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
Floating Rate The Bank of New York $14,000,000.00 16.01%
Student 925 Patterson Plank Rd.
Loan-Backed Secaucus, NJ 07094
Certificates
Floating Rate Bankers Trust Company $30,000,000.00 34.31%
Student c/o BT Services Tennessee Inc.
Loan-Backed Nashville, TN 37211
Certificates
Floating Rate Boston Safe Deposit & Trust Co. $9,450,000.00 10.81%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates
Floating Rate Chase Manhattan Bank/Chemical $13,000,000.00 14.87%
Student 4 New York Plaza
Loan-Backed Proxy Department, 13th Floor
Certificates New York, NY 10004
Floating Rate J.P. Morgan Securities, Inc.--Asset Backed $5,000,000.00 5.72%
Student 60 Wall Street, 6th Floor
Loan-Backed New York, NY 10260-0060
Certificates
5
(1) (2) (3) (4)
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
-------- ------------------- ----------------------- ----------
Floating Rate The Northern Trust Company $7,000,000.00 8.00%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
Floating Rate SSB-Custodian $8,000,000.00 9.15%
Student Global Corp. Action Dept JAB5W
Loan-Backed P.O. Box 1631
Certificates Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
Floating Rate The Bank of New York $13,150,000.00 14.59%
Student 925 Patterson Plank Rd.
Loan-Backed Secaucus, NJ 07094
Certificates
Floating Rate Bankers Trust Company $12,200,000.00 13.53%
Student c/o BT Services Tennessee, Inc.
Loan-Backed 648 Grassmere Park Drive
Certificates Nashville, TN 37211
Floating Rate Boston Safe Deposit & Trust Co. $24,800,000.00 27.51%
Student c/o Mellon Bank N.A.
Loan-Backed Three Mellon Bank Center Rm 153-3015
Certificates Pittsburgh, PA 15259
Floating Rate Custodial Trust Company $12,200,000.00 13.53%
Student 101 Carnegie Center
Loan-Backed Princeton, NJ 08540
Certificates
Floating Rate Huntington National Bank $4,850,000.00 5.38%
Student Proxy Department
Loan-Backed 41 South High Street
Certificates Columbus, OH 43287
Floating Rate The Northern Trust Company $6,600,000.00 7.32%
Student 801 S. Canal C-In
Loan-Backed Chicago, IL 60607
Certificates
Floating Rate PNC Bank, NA $7,150,000.00 7.93%
Student 1835 Market Street
Loan-Backed 11 Penn Center, 15th Floor
Certificates Philadelphia, PA 19103
Floating Rate SSB-Custodian $6,900,000.00 7.65%
Student Global Corp. Action Dept JAB5W
Loan-Backed P.O. Box 1631
Certificates Boston, MA 02105-1631
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
Floating Rate Custodial Trust Company $89,900,000.00 100.00%
Student 101 Carnegie Center
Loan-Backed Princeton, NJ 08540
Certificates
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
6
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. 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 November 3, 1997, November 6, 1997 and December 4, 1997 in connection
with a quarterly Distribution Date, certain computational materials and the
closing of SLM Student Loan Trust 1997-4, respectively.
7
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 30, 1998
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 March 30, 1998
- ------------------------------------- Director (Principal
MARK G. OVEREND Executive Officer)
/s/ J. Lance Franke Chief Financial March 30, 1998
- ------------------------------------- Officer and
J. LANCE FRANKE Director (Principal
Financial Officer)
/s/ William M.E. Rachal Treasurer and March 30, 1998
- ------------------------------------- Controller
WILLIAM M.E. RACHAL (Principal
Accounting Officer)
/s/ Paul N. Schwartz Director March 30, 1998
- -------------------------------------
PAUL N. SCHWARTZ
/s/ Douglas Johnson Director March 30, 1998
- -------------------------------------
DOUGLAS JOHNSON
8