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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(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, 1996.
OR
--- Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to _________________
NELLIE MAE EDUCATION FUNDING, LLC
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(Exact name of registrant as specified in its charter)
(Depositor of the Nellie Mae Education Loan Trust)
333-4418
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(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)
(617) 849-1325
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: None
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No documents are incorporated by reference into this Form 10-K.
Page 1 of 10
Exhibit Index appears on Page 6
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This Annual Report on Form 10-K is filed in reliance upon a letter dated
December 20, 1996 issued by the Office of the Chief Counsel, Division of
Corporation Finance of the Securities and Exchange Commission relating to Nellie
Mae Education Funding, LLC (the "Seller") and the Nellie Mae Education Loan
Trust (the "Trust") stating that the Division will not object if the Seller, on
behalf of Trust, files reports pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934 in the manner described in a letter dated
November 25, 1996 to the Office of the Chief Counsel on behalf of the Seller and
the Trust. Accordingly, certain items have been omitted from or modified in this
Annual Report on Form 10-K.
PART I
Item 1. Business
Omitted.
Item 2. Properties
The property of the Trust consists solely of a pool of education loans to
students and parents of students made under a private, nongovernmental lending
program, all funds collected in respect thereof and monies on deposit in certain
trust accounts. For more information regarding the property of the Trust, see
the Administrator's Annual Statement of Compliance provided by Nellie Mae, Inc.
as the administrator of the Trust as required by the Administration Agreement
(the "Administration Agreement"), dated as of June 1, 1996, by and among the
Trust, Nellie Mae, Inc. as administrator, State Street Bank and Trust Company,
not in its individual capacity but solely as indenture trustee and Fleet
National Bank, not in its individual capacity but solely as owner trustee which
is attached hereto as Exhibit 19.1 and the Servicer's Annual Statement of
Compliance provided by the USA Group Loan Services, Inc. (the "Servicer") as
servicer of the education loans owned by the Trust pursuant to the Servicing
Agreement dated as of June 1, 1996 between the Trust and the Servicer which is
attached hereto as Exhibit 19.2.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving the
Registrant or the Trust or its property.
Item 4. Submission of Matters to a Vote of Securityholders
No matters were submitted to Certificateholders for a vote or for consent
during the fiscal year covered by this Annual Report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
At December 31, 1996, there were two beneficial holders of the Trust's
LIBOR Rate Asset Backed Certificates: (i) Nellie Mae Education Funding, LLC and
(ii) NMI Education Loan Corporation, and one registered holder, CEDE & Co., as
nominee of The Depository Trust Company ("DTC"). There was one person registered
on the books of DTC as record owner of Certificates. There is no established
public market in which the Certificates are traded.
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Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Nothing to report.
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1996, the Certificates were registered in the name of
(i) Nellie Mae Education Funding, LLC, (ii) NMI Education Loan Corporation and
(iii) CEDE & Co., as nominee of DTC. The books of DTC indicate that the one DTC
participant institution listed below is the record owner of in excess of five
percent (5%) of the Certificates issued by the Trust. Only such participant,
however, knows the identity of the beneficial owner(s) of interests in such
Certificates.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
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LIBOR Rate
Asset Backed Bank of New York $7,622,000 98.99%
Certificates One Wall Street Principal amount of
New York, NY 10286 Certificates
Item 13. Certain Relationships and Related Transactions
Nothing to report.
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PART IV
Item 14. Exhibits, Financial Statements 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
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Exhibit 19.1 Administrator's Annual Statement of Compliance
Exhibit 19.2 Servicer's Annual Statement of Compliance
Exhibit 19.3 Annual Independent Certified Public Accountant's
Report
(b) Reports on Form 8-K. A Current Report on Form 8-K was filed with the
Commission on October 31, 1996, November 26, 1996 and December 31, 1996. Item 5
and Item 7 were included in each Current Report on Form 8-K.
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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.
NELLIE MAE EDUCATION FUNDING, LLC
By: /s/ John F. Remondi
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John F. Remondi
Chief Financial Officer
Dated: March 28, 1997
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the Registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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19.1 Administrator's Annual Statement of Compliance
19.2 Servicer's Annual Statement of Compliance
19.3 Annual Independent Certified Public Accountant's Report
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EXHIBIT 19.1
NELLIE MAE, INC.
Administrator's Annual Statement of Compliance
Fleet National Bank,
as Owner Trustee
One Federal Street
Boston, MA 02106-2197
Attention: Chi Ma
State Street Bank and Trust Company,
as Indenture Trustee
Corporate Trust Department
Two International Place
Boston, MA 02110
Attn: James Schultz
Ladies and Gentlemen:
Pursuant to Section 3.2 of the Administration Agreement among Nellie Mae,
Inc., as administrator, Nellie Mae Education Loan Trust, as issuer, Fleet
National Bank, as owner trustee, and State Street Bank and Trust Company, as
indenture trustee, the undersigned, duly authorized officers of Nellie Mae,
Inc., certify as follows: (i) a review of the activities of Nellie Mae, Inc. as
administrator of the Trust from the inception of the Trust through December 31,
1996 and of Nellie Mae, Inc.'s performance under the Administration Agreement
has been made under our supervision and (ii) to the best of our knowledge, based
on such review, Nellie Mae, Inc., as administrator, has fulfilled in all
material respects all of its obligations under the Administration Agreement
throughout such period.
NELLIE MAE, INC.
By: /s/ Lawrence W. O'Toole
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Lawrence W. O'Toole
President
By: /s/ John F. Remondi
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John F. Remondi
Treasurer
March 28, 1997
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EXHIBIT 19.2
USA GROUP LOAN SERVICES, INC.
Servicer's Annual Statement of Compliance
Fleet National Bank,
as Owner Trustee
One Federal Street
Boston, MA 02106-2197
Attention: Chi Ma
State Street Bank and Trust Company,
as Indenture Trustee
Corporate Trust Department
Two International Place
Boston, MA 02110
Attn: James Schultz
Ladies and Gentlemen:
The undersigned duly authorized officer of USA Group Loan Services, Inc.
(the "Servicer") hereby certifies as follows:
1. USA Group Loan Services, Inc. entered into a Servicing Agreement with
the Nellie Mae Education Loan Trust dated as of June 1, 1996 and effective as of
July 12, 1996.
2. An evaluation of the activities of the Servicer from July 12, 1996
through December 31, 1996 has been performed.
3. Based on this evaluation, to the best of the below signed officer's
knowledge, the Servicer has fulfilled in all material respects its obligations
under the Servicing Agreement from July 12, 1996 through December 31, 1996.
USA GROUP LOAN SERVICES, INC.
By: /s/ Laurie Blackburn
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Laurie Blackburn
Vice President
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| [LOGO] | COOPERS & LYBRAND L.L.P.
| COOPERS |
| & LYBRAND | a professional services firm
Exhibit 19.3
Independent Accountant's Report
Fleet National Bank,
as Owner Trustee
One Federal Street
Boston, MA 02106-2197
Attention: Chi Ma
State Street Bank and Trust Company,
as Indenture Trustee
Corporate Trust Department
Two International Place
Boston, MA 02110
Attention: James Schultz
We have examined management's assertion that Nellie Mae, Inc. (the "Company")
complied, in all material respects, with terms and conditions of Section 2.3 of
the Administration Agreement between the Company, Nellie Mae Education Loan
Trust, State Street Bank and Trust Company and Fleet National Bank (the
"Agreement") as of December 31, 1996 and for the period from July 12, 1996
through December 31, 1996, included in the accompanying Report of Management on
Compliance. Management is responsible for the Company's compliance with those
requirements. Our responsibility is to express an opinion on the Company's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures we considered necessary under
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination of the
Company's compliance with the specified requirements.
In our opinion, management's assertion that the Company complied, in all
material respects, with the terms and conditions of Section 2.3 of the
Agreement, as of December 31, 1996 and for the period from July 12, 1996 to
December 31, 1996, is fairly stated, in all material respects.
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This report is intended solely for your information and is not to be referred to
or distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreement. However, this report is a matter of
public record as a result of being included as an exhibit to the Annual Report
on Form 10-K filed with the Securities and Exchange Commission for Nellie Mae
Education Loan Trust.
/s/ Coopers and Lybrand L.L.P.
March 28, 1997
