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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
FORM 8-K FILING FOR SEPTEMBER 1996
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: September 27, 1996
NELLIE MAE EDUCATION FUNDING,LLC
(Exact name of registrant as specified in its charter)
(Depositor of the Nellie Mae Education Loan Trust)
333-4418
--------
(Commission
File Number)
Delaware 04-3318763
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
50 Braintree Hill Park - Suite 300
Braintree, Massachusetts 02184
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 849-1325
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On September 16, 1996, the Nellie Mae Education Loan Trust (the "Trust)
made its second regular, monthly distribution of funds to holders of the Trust's
1996 Libor Rate Asset-Backed Class A-1 and Class A-2 Notes (the "1996 Notes")
and its 1996 Libor Rate Asset-Backed Certificates (the "1996 Certificates"). The
September 1996 Monthly Statement which was distributed to State Street Bank and
Trust as indenture trustee for distribution to Noteholders and to Fleet National
Bank as owner trustee for distribution to Certificateholders is filed herewith
as an Exhibit to this Form 8-K.
In reliance upon certain no-action letters, including but not limited to
letters to (i) the SMS Student Loan Trust 1994-A available to the public on
March 1, 1995; (ii) Banc One Student Loan Trust available to the public on March
1, 1995; (iii) Chase Manhattan Bank Guaranteed Export Trust 1994-A available to
the public on June 1, 1994, the Registrant is hereby filing the September 1996
Monthly Statement reflecting the Trust's activities for the period ending
September 16, 1996, including a statistical summary of the delinquency and
default characteristics of the Trust's student loan portfolio. On August 9,
1996, the Registrant requested that the Chief Counsel, Division of Corporation
Finance of the Securities and Exchange Commission issue a no-action letter
relating to the Nellie Mae Education Loan Trust. On August 30, 1996, the
Registrant filed its August 1996 Monthly Statement as an Exhibit to a Form 8-K.
In addition, there was a reconciliation in the purchase price of the
student loans transferred by the Third Supplemental Purchase Agreement and the
Third Supplemental Sales Agreement consisting of a $5,215.59 increase in the
purchase price. In connection with this reconciliation, the following documents
were executed and delivered by the respective parties thereto:
1. Amendment No. 1 to the Third Supplemental Purchase Agreement
dated as of August 30, 1996.
2. Amendment No. 1 to the Third Supplemental Sales Agreement
dated as of August 30, 1996.
The interest rates for the Interest Period commencing September 16, 1996
are as follows:
1996 Securities Interest Rate
--------------- -------------
Class A-1 Notes 5.67391%
Class A-2 Notes 5.76391%
Certificates 6.12891%
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In addition, as of September 16, 1996, the amount remaining in the 1996-A
Subaccount of the Pre-Funding Account was $40,438,570.
The balance in the Debt Service Reserve Fund on September 16, 1996 was
$1,188,638.00, after giving effect to changes therein on such date.
During the Interest Period ending September 16, 1996, there were
$32,429.20 in realized losses and no interest was deferred with respect to the
1996 Notes or the 1996 Certificates.
ITEM 7. EXHIBITS.
- ------ --------
99.11 Amendment No. 1 to the Third Supplemental Purchase Agreement dated
as of August 30, 1996.
99.12 Amendment No. 1 to the Third Supplemental Sales Agreement dated as
of August 30, 1996.
99.13 September 1996 Monthly Statement to Noteholders and
Certificateholders
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 27, 1996
NELLIE MAE EDUCATION FUNDING, LLC
/s/ John F. Remondi
--------------------------------------
John F. Remondi
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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(4.1)* Master Trust Indenture dated as of June 1, 1996
between Nellie Mae Education Loan Trust and
State Street Bank and Trust Company, as
Indenture Trustee.
(4.2)* First Terms Supplement to the Master
Trust Indenture.
(4.3)* Trust Agreement dated as of June 1, 1996
between Nellie Mae Education Funding, LLC
and Fleet National Bank as Owner Trustee.
(4.4)* First Trust Supplement to the Trust Agreement.
(99.1)* Master Terms Purchase Agreement dated as of
June 1, 1996 between Nellie Mae, Inc. and
Nellie Mae Funding, LLC.
(99.2)* First Supplemental Purchase Agreement dated
as of July 12, 1996.
(99.3)* Master Terms Sales Agreement dated as of
June 1, 1996 between Nellie Mae Education
Funding, LLC and Nellie Mae Education Loan
Trust.
(99.4)* First Supplemental Sales Agreement dated
as of July 12, 1996.
(99.5)* Administration Agreement dated as of
June 1, 1996 among Nellie Mae, Inc.,
State Street Bank and Trust Company,
Fleet National Bank and Nellie Mae Education
Loan Trust.
(99.6)* Second Supplemental Purchase Agreement dated
as of July 12, 1996.
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(99.7)* Second Supplemental Sales Agreement dated
as of July 12, 1996.
(99.8)* Third Supplemental Purchase Agreement dated
as of July 15, 1996.
(99.9)* Third Supplemental Sales Agreement dated
as of July 15, 1996.
(99.10)* August 1996 Monthly Statement to Noteholders and Certificateholders
(99.11)+ Amendment No. 1 to the Third Supplemental Purchase Agreement dated
as of August 30, 1996.
(99.12)+ Amendment No. 1 to the Third Supplemental Sales Agreement dated as
of August 30, 1996.
(99.13)+ September 1996 Monthly Statement to Noteholders and
Certificateholders
- ----------------------
* Previously filed.
+ Filed herewith.
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Exhibit 99.11
AMENDMENT NO. 1
TO THE
THIRD SUPPLEMENTAL PURCHASE AGREEMENT
This Amendment No. 1 to the Third Supplemental Purchase Agreement (the
"Amendment") is made and entered into as of August 30, 1996, by and between
Nellie Mae, Inc. (the "Seller") and Nellie Mae Education Funding, LLC (the
"Purchaser").
WHEREAS, Seller and the Purchaser entered into the Third
Supplemental Purchase Agreement dated as of July 15, 1996 (the "Third Purchase
Agreement"); and
WHEREAS, Seller and the Purchaser desire to amend the purchase price
of the Student Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Purchase Price of the Student Loans shall be
$14,231,690.64
2. Schedule A to the Third Purchase Agreement shall be deleted
and replaced with the Schedule A attached hereto.
3. This Amendment shall become effective immediately. All other
provisions of the Third Purchase Agreement shall remain
unchanged and shall continue in full force and effect.
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Third Purchase Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above.
NELLIE MAE, INC.
By: /s/ John F. Remondi
------------------------------------
John F. Remondi
NELLIE MAE EDUCATION FUNDING, LLC
By: /s/ Lawrence W. O'Toole
------------------------------------
Lawrence W. O'Toole
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Schedule A
----------
<TABLE>
AMENDMENT NO. 1
TO THE
THIRD SUPPLEMENTAL PURCHASE AGREEMENT
<CAPTION>
Number
of Principal Interest Purchase
Sale No. Loans Balance Balance Price
-------- ----- ------- ------- -----
<S> <C> <C> <C> <C>
3 4732 $16,399,442.47 $346,248.54 $14,231,690.64
</TABLE>
3
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Exhibit 99.12
AMENDMENT NO. 1
TO THE
THIRD SUPPLEMENTAL SALES AGREEMENT
This Amendment No. 1 to the Third Supplemental Sales Agreement (the
"Amendment") is made and entered into as of August 30, 1996, by and between
Nellie Mae Education Funding, LLC (the "Seller") and Fleet National Bank as
Owner Trustee for the benefit of the Nellie Mae Education Loan Trust (the
"Trust").
WHEREAS, Seller and the Owner Trustee on behalf of the Trust entered
into the Third Supplemental Sales Agreement dated as of July 15, 1996 (the
"Third Sales Agreement"); and
WHEREAS, Seller and the Owner Trustee on behalf of the Trust desire
to amend the purchase price of the Student Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Purchase Price of the Student Loans shall be
$14,231,690.64
2. Schedule A to the Third Sales Agreement shall be deleted and
replaced with the Schedule A attached hereto.
3. This Amendment shall become effective immediately. All other
provisions of the Third Sales Agreement shall remain
unchanged and shall continue in full force and effect.
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Third Sales Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above.
NELLIE MAE EDUCATION FUNDING, LLC
By: /s/ Lawrence W. O'Toole
-------------------------------------------
Lawrence W. O'Toole
NELLIE MAE EDUCATION LOAN TRUST
by Fleet National Bank, not in its individual
capacity but solely as Owner Trustee
By: /s/ Shawn P. George
-------------------------------------------
Shawn P. George
FLEET NATIONAL BANK LOAN TRUST
not in its individual capacity but solely as
Owner Trustee
By: /s/ Shawn P. George
-------------------------------------------
Shawn P. George
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Schedule A
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<TABLE>
AMENDMENT NO. 1
TO THE
THIRD SUPPLEMENTAL SALES AGREEMENT
<CAPTION>
Number
of Principal Interest Purchase
Sale No. Loans Balance Balance Price
-------- ----- ------- ------- -----
<S> <C> <C> <C> <C>
3 4732 $16,399,442.47 $346,248.54 $14,231,690.64
</TABLE>
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Exhibit 99.13
NELLIE MAE EDUCATION LOAN TRUST 1996 -1
MONTHLY SERVICING REPORT
REPORT DATE: 9/16/96
MONTH ENDING: 8/31/96
<TABLE>
I. TRANSACTION SUMMARY REPORT
<CAPTION>
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A STUDENT LOAN PORTFOLIO CHARACTERISTICS 8/31/96 ACTIVITY 7/31/96
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
i Portfolio Balance $ 83,829,397 $(325,871.00) $ 84,155,268
ii Accrued Interest $ 1,800,606 $ 1,790,868
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iii Total Pool $ 85,630,003 $ 85,946,136
============ ============
B i Weighted Average Coupon 10.35% 10.41%
-
ii Number of Loans 11,880 11,878
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<CAPTION>
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C OUTSTANDING BALANCE OUTSTANDING BALANCE
NOTES AND CERTIFICATES LIBOR SPREAD 8/31/96 % OF POOL 7/31/96 %OF POOL
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
i Class A-1 Notes 5.4219% 0.170% $ 67,000,000 54.25% $ 67,000,000 54.25%
ii Class A-2 Notes 5.4219% 0.260% $ 48,800,000 39.51% $ 48,800,000 39.51%
iii Certificates 5.4219% 0.625% $ 7,700,000 6.23% $ 7,700,000 6.23%
---------------------------------------------------------------------------------------------------
iv Total $123,500,000 100.00% $123,500,000 100.00%
===================================================================================================
<CAPTION>
---------------------------------------------------------------------------------
D Reserve Account 8/31/96 ACTIVITY 7/31/96
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
i Reserve Requirement $ 2,470,000 $ 2,470,000
ii Initial Reserve Account Deposit $ 926,250 $ 926,250
iii Current Reserve Account Balance $ 1,188,638 $ - $ 926,250
---------------------------------------------------------------------------------------------------
<CAPTION>
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E Parity Ratios 8/31/96 7/31/96
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<S> <C> <C> <C>
i Primary Parity Trigger 110.89% 110.71%
ii Secondary Parity Trigger 103.98% 103.81%
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</TABLE>
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<TABLE>
II. PORTFOLIO CHARACTERISTICS
<CAPTION>
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A OUTSTANDING BALANCE OUTSTANDING BALANCE
DELINQUENCY INFORMATION 8/31/96 % 7/31/96 %
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
i Current $82,093,412 97.93% $82,761,352 98.34%
ii 30-59 days $ 1,310,913 1.56% $ 1,305,028 1.55%
iii 60-89 days $ 344,457 0.41% $ 88,887 0.11%
iv 90-119 days $ 80,615 0.10% $ - 0.00%
v Default Claims In Process $ - 0.00% $ - 0.00%
---------------------------------------------------------------------------------------------------
vi Total $83,829,397 100.00% $84,155,268 100.00%
===================================================================================================
<CAPTION>
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B AMOUNT PURCHASED AMOUNT PURCHASED
FINANCED LOANS REPURCHASED 8/31/96 7/31/96
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
i By Servicer $ - $ -
ii By Seller $ - $ -
---------------------------------------------------------------------------------------------------
iii Total $ - $ -
===================================================================================================
</TABLE>
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<TABLE>
III. DISTRIBUTIONS
<CAPTION>
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A DISTRIBUTION AMOUNTS ON 9/16/96 CLASS A-1 CLASS A-2 CERTIFICATES
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
i Interest Due $ 359,032 $ 265,652 $44,571
ii Interest Paid $ 359,032 $ 265,652 $44,571
iii Deferred Interest $ - $ - $ -
iv Principal Paid $ - $ -
v Total Distribution Amount $ 359,032 $ 265,652 $44,571
====================================================================================
<CAPTION>
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B NOTE AND CERTIFICATE BALANCES 8/31/96 7/31/96
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<S> <C> <C> <C>
i A-1 Note Balance $67,000,000 $67,000,000
A-1 Principal Factor 1.0000000 1.0000000
ii A-2 Note Balance $48,800,000 $48,800,000
A-2 Principal Factor 1.0000000 1.0000000
iii Certificate Balance $ 7,700,000 $ 7,700,000
Certificate Principal Factor 1.0000000 1.0000000
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</TABLE>
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