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, 2003
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to to |
EDUCATION FUNDING CAPITAL TRUSTII
(Exact name of registrant as specified in its charter)
Delaware | 333-103502-01 | 51-6535753 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. employer Identification No.) |
c/o The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602
(Address of principal executive offices)
(312) 827-8570
Registrants 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Documents are incorporated by reference into this Form 10-K: None.
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 registrants 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. Yes ¨ No 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.
This Annual Report on Form 10-K is filed in reliance upon certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission relating to similar trusts stating that the Division will not object if periodic reports filed by such trusts 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. Accordingly, certain items have been omitted from or modified in this Annual Report.
PART I.
Item 1. | Business. |
Omitted.
Item 2. | Properties. |
The property of Education Funding Capital Trust II (the Trust) consists solely of education loans to students and parents of students made under the Federal Family Education Loan Program, funds collected in respect thereof and monies on deposit in certain trust accounts together with rights to receive payments under certain swap transactions.
On an annual basis, the Trust is required to provide statements of compliance of its servicers and administrators. The Annual Statements of Compliance for the Trust of the Master Servicer and the Administrator and the Independent Accountants reports regarding the activities of the Master Servicer and Administrator are attached as Exhibits 99.1, 99.2, and 99.3 hereto. Great Lakes Educational Loan Services, Inc., and ACS Education Services, Inc. act as subservicers for the education loans owned by the Trust pursuant to subservicing agreements with the Master Servicer. See Exhibit 99.4, a Certificate of Great Lakes Educational Loan Services, Inc., and Exhibit 99.5, a Certificate of ACS Education Services, Inc., as to the activities of the subservicers.
Item 3. | Legal Proceedings. |
None.
Item 4. | Submission of Matters to a Vote of Security Holders. |
None.
PART II.
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
At December 31, 2003, there was one (1) registered holder of the Trusts Education Loan-Backed Notes (Notes), CEDE & Co., as nominee of The Depository Trust Company (DTC). At December 31, 2003, there were 43 persons registered on the books of DTC as record owners of the Notes. There is no established trading market for the Notes.
Item 6. | Selected Financial Data. |
Omitted.
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Omitted.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Omitted.
Item 8. | Financial Statement and Supplementary Data. |
Omitted.
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
Item 9A. | Controls and Procedures. |
Omitted.
Item 10. | Directors and Executive Officers of the Registrant. |
Omitted.
Item 11. | Executive Compensation. |
Omitted.
PART III.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
At December 31, 2003, the Notes issued by the Trust were registered in the name of CEDE and Co., as nominee of 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 Trust. Only such participants, however, know the identity of the beneficial owners of the Notes.
EDUCATION FUNDING CAPITAL TRUSTII
CUSIP 28140EAA9 $80,000,000
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
||||||
LIBOR Rate Education Loan Backed Notes, Series 2003A-1 |
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$50,000,000 | 62.5 | % | |||||
SSB&T 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 |
$30,000,000 | 37.5 | % |
CUSIP 28140EAB7 $144,000,000
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
LIBOR Rate Education Loan Backed Notes, Series 2002A-2 |
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 50,545,000 | 35.1 | % | |||
JPM/CCS2 14201 Dallas Parkway Dallas, TX 75254 |
$ | 20,000,000 | 13.9 | % | ||||
Mellon Trust 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ | 70,000,000 | 48.6 | % |
CUSIP 28140EACS $276,000,000
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
LIBOR Rate Education Loan Backed Notes, Series 2002A-3 |
Bank of New York One Wall Street New York, NY 10286 |
$ | 131,000,000 | 47.5 | % | |||
Bank One Trust 340 South Cleveland Ave. Building 350 Columbus, Ohio 43240 |
$ | 50,000,000 | 18.1 | % | ||||
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 |
$ | 50,000,000 | 18.1 | % | ||||
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 45,000,000 | 16.3 | % |
CUSIP 28140EAD3 $75,000,000
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002A-4 |
Bear Sterns Securities Corp. One Metrotech Center North 4th Floor Brooklyn, NY 11201-3862 |
$ | 4,000,000 | 5.3 | % | |||
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 |
$ | 35,000,000 | 46.7 | % | ||||
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 16,700,000 | 22.3 | % | ||||
Pershing 1 Pershing Plaza Jersey City, NJ 07399 |
$ | 11,950,000 | 15.9 | % | ||||
SSB&T 1776 Heritiage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 |
$ | 4,000,000 | 5.3 | % | ||||
CUSIP 28140EAE1 $75,000,000 | ||||||||
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002A-5 | Bank of New York One Wall Street New York, NY 10286 |
$ | 39,450,000 | 52.6 | % | |||
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211 |
$ | 27,500,000 | 36.7 | % | ||||
Fleet National Bank 159 East Main Street Rochester, NY 14638 |
$ | 5,000,000 | 6.7 | % |
CUSIP 28140EAF8 $100,000,000
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002A-6 | Citibank 3800 Citibank Center B3-15 Tampa, FL 33610 |
$ | 8,750,000 | 8.8 | % | |||
Citigroup 333 West 34th Street New York, NY 10001 |
$ | 25,750,000 | 25.8 | % | ||||
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 36,500,000 | 36.5 | % | ||||
Mellon Trust 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ | 15,000,000 | 15 | % | ||||
WBNA-Main 530 Walnut Street, 1st Floor Philadelphia, PA 19101 |
$ | 10,000,000 | 10 | % | ||||
CUSIP 28140EAG6 $100,000,000 | ||||||||
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002A-7 | Bank of NY One Wall Street New York, NY 10286 |
$ | 10,000,000 | 10 | % | |||
Citigroup 333 W. 34th Street New York, NY 10001 |
$ | 63,600,000 | 63.6 | % | ||||
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 8,000,000 | 8 | % | ||||
Mellon Trust 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ | 5,000,000 | 5 | % | ||||
NFS LLC 200 Liberty Street New York, NY 10281 |
$ | 8,400,000 | 8.4 | % |
SSB&T Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 |
$ | 5,000,000 | 5 | % | ||||
CUSIP 28140EAH4 $100,000,000 |
||||||||
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002A-8 | Citigroup 333 W. 34th Street New York, NY 10001 |
$ | 53,550,000 | 53.6 | % | |||
JPM Chase 14201 Dallas Parkway Dallas, TX 75254 |
$ | 10,650,000 | 10.7 | % | ||||
Mellon Trust 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ | 30,100,000 | 30.1 | % | ||||
Morgan Stanley One Pierrepont Plaza 7th Floor Brooklyn, NY 11201 |
$ | 5,700,000 | 5.7 | % | ||||
CUSIP 2814GEAJ0 $50,000,000 | ||||||||
Title of Class |
Name and Address of |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||
Auction Rate Education Loan Backed Notes, Series 2002B-1 | Citibank 3800 Citibank Center B3-15 Tampa, FL 33610 |
$ | 18,700,000 | 37.4 | % | |||
Citigroup 333 W. 34th Street New York, NY 10001 |
$ | 28,800,000 | 57.6 | % | ||||
Mellon Trust 525 William Penn Place Suite 3418 Pittsburgh, PA 15259 |
$ | 2,500,000 | 5 | % |
Item 13. | Certain Relationships and Related Transactions. |
None.
Item 14. | Principal Accounting Fees and Services. |
Omitted.
PART IV.
Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K. |
(a)(3) Exhibits. The following documents are filed as exhibits to this Annual Report on Form 10-K:
Designation |
Description | |
Exhibit 99.1 | Annual Statement of Compliance of the Administrator | |
Exhibit 99.2 | Annual Statement of Compliance of the Master Servicer | |
Exhibit 99.3 | Annual Independent Certified Public Accountants Report | |
Exhibit 99.4 | Annual Statement of Compliance of Great Lakes Educational Loan Services, Inc. | |
Exhibit 99.5 | Annual Statement of Compliance of ACS Education Services, Inc. | |
Exhibit 99.6 | Certification Pursuant to Rule 15d-14(d) |
(b) Reports on Form 8-K. The Trust filed sixteen (16) Current Reports on Form 8-K with the Commission during the period covered by this report in connection with regularly scheduled distributions by the Trust. Such reports were filed as follows (Items reported for each were Items 5 and 7):
Date
May 15, 2003;
May 30, 2003;
June 13, 2003;
June 30, 2003;
July 15, 2003;
July 31, 2003;
August 15, 2003;
August 29, 2003;
September 15, 2003;
September 30, 2003;
October 15, 2003;
October 31, 2003;
November 14, 2003;
November 28, 2003;
December 15, 2003; and
December 31, 2003.
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 26, 2004 |
EDUCATION FUNDING CAPITAL TRUST II | |||||||||
By: | EDUCATION LENDING SERVICES, INC. as Master Servicer, on behalf of Education Funding Capital Trust II | |||||||||
/s/ Perry D. Moore | ||||||||||
Name: |
Perry D. Moore | |||||||||
Title: |
Executive Vice President-Finance |
INDEX TO EXHIBITS
Exhibit Number |
Exhibit | |
99.1 | Annual Statement of Compliance of the Administrator | |
99.2 | Annual Statement of Compliance of the Master Servicer | |
99.3 | Annual Independent Certified Public Accountants Report | |
99.4 | Annual Statement of Compliance of Great Lakes Educational Loan Services, Inc. | |
99.5 | Annual Statement of Compliance of ACS Education Services, Inc. | |
99.6 | Certification Pursuant to Rule 15d-14(d) |