<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
JUNE 29, 1999
(Date of earliest event reported)
STUDENT LOAN FUNDING 1998 - A/B TRUST
(Exact name of registrant as specified in its charter)
Delaware 333-73455 31-1599686
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE WEST FOURTH STREET, SUITE 210
CINCINNATI, OHIO 45202
(513) 763-4415
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(513) 352-4300
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Registrant's former name or former address, if changed since last report)
<PAGE> 2
ITEM 5
This Current Report on Form 8-K is being filed to file the final form of the
following documents in connection with the registrant's Registration Statement
on Form S-4 (File No. 333-73455):
Opinion of Thompson Hine and Flory LLP with Respect to Legality (Exhibit
5.1)
Form of Letter of Transmittal (Exhibit 99.1)
ITEM 7
Exhibits: See exhibit index.
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, thereunto duly authorized.
FIRSTAR BANK, National Association, not
in its individual capacity, but solely
as co-owner trustee for STUDENT LOAN
FUNDING 1998 - A/B TRUST
June 29, 1999 /s/ Brian Gardner
------------------
Brian Gardner
Vice President and Trust Officer
<PAGE> 3
EXHIBIT INDEX
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Exhibit
- -------
5.1 Opinion of Thompson, Hine & Flory LLP with Respect to Legality
99.1 Form of Letter of Transmittal
<PAGE> 1
Exhibit 5.1
May 24, 1999
Student Loan Funding LLC
One West Fourth Street, Suite 210
Cincinnati, Ohio 45202
Student Loan Funding 1998-A/B Trust
One West Fourth Street, Suite 210
Cincinnati, Ohio 45202
Re: Student Loan Funding LLC Registration Statement on Form S-4
(No. 333-73455)
Ladies and Gentlemen:
We have acted as counsel to Student Loan Funding LLC, a Delaware
limited liability company (the "Company") and Student Loan Funding 1998 A/B
Trust, a Delaware common law trust (the "Issuer") in connection with the
Company's and the Issuer's registration statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to the previously issued
Student Loan Asset-Backed Notes (the "Old Notes") to be exchanged for the new
Student Loan Asset-Backed Notes (the "New Notes") of the Issuer. Terms used but
not defined herein shall have the definitions assigned to such terms in the
Registration Statement.
In the course of rendering this opinion, our review has been limited
solely to the following documents or certificates authenticated or certified to
our satisfaction:
(i) the Registration Statement;
(ii) the Certificate of Formation and Limited Liability Company
Agreement of the Company attached to the Registration
Statement as Exhibits 3.1 and 3.2, respectively;
(iii) the Trust Agreement attached to the Registration Statement as
Exhibit 3.3;
(iv) the Second Amended and Restated Indenture and Second Amended
and Restated Terms Supplement to the Indenture attached to the
Registration Statement as Exhibits 4.1 and 4.2, respectively;
and
<PAGE> 2
(v) such other documents as we deemed necessary and appropriate
under the circumstances.
In such examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures (of parties other than the Company
and the Issuer) on original documents and the conformity to the original
documents of all copies submitted to us. We have also assumed the due execution
and delivery by and enforceability against the parties thereto (as to all
parties other than the Company and the Issuer) of all documents that we have
examined where due execution and delivery or enforceability is a prerequisite to
the effectiveness thereof. As to various facts material to our opinion, we have
relied upon statements or certificates of officers and representatives of the
Company. We have investigated such questions of law for the purpose of rendering
this opinion as we have deemed necessary. We express no opinion with respect to
compliance with state securities laws or with respect to any state or federal
law relating to fraudulent conveyances.
Based upon the foregoing examinations and assumptions and subject to
the further assumptions, exceptions and qualifications set forth below, it is
our opinion that:
1. When (i) the agreements, documents and certificates that are
required to be executed and delivered pursuant to, or are contemplated by, the
Indenture in connection with the issuance of the New Notes have been executed
and delivered by the applicable parties, (ii) the New Notes have been duly
executed, authenticated and delivered in accordance with the Indenture and (iii)
one or more global certificates in definitive, fully registered form has been
delivered by the Issuer to the Indenture Trustee and deposited by the Indenture
Trustee with, and accepted by, The Depository Trust Company, the New Notes will
be legally issued and fully paid and will constitute the legal, valid and
binding obligations of the Issuer, enforceable against the Issuer in accordance
with their terms, except as follows:
(A) the enforceability of the New Notes and the Indenture
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, rearrangement, liquidation, conservatorship or other
similar laws affecting creditors' rights generally, including court
decisions interpreting such laws, statutes of limitations and personal
jurisdiction;
(B) the enforceability of the New Notes and the Indenture
and the availability of specific performance, injunctive relief and
other forms of equitable relief are subject to principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(C) no opinion is expressed with respect to the
enforceability of any provisions of the New Notes or the Indenture that
purport to require payment or reimbursement of attorneys' fees or
litigation expenses of another party.
To the extent that the obligations of the Issuer under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Indenture Trustee is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; that the Indenture Trustee
is duly qualified to engage in the activities contemplated by the Indenture;
that the Indenture has been duly authorized, executed and delivered by the
Indenture Trustee and constitutes the legally valid, binding and enforceable
obligation of the
<PAGE> 3
Indenture Trustee; that the Indenture Trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations; and that the Indenture Trustee has the requisite corporate
and legal power and authority to perform its obligations under the Indenture.
We are members of the Bar of the State of Ohio and we express no
opinion as to matters covered by any laws other than those of the State of Ohio,
the federal laws of the United States and the Limited Liability Company Act of
the State of Delaware.
This opinion is provided as a legal opinion only. No opinion may be
inferred or implied beyond the matters expressly stated herein. This opinion
speaks as of its date only and we disclaim any undertaking or obligation to
advise you of changes that hereafter may come to our attention. This opinion is
being furnished solely to you and is solely for the benefit of the Indenture
Trustee and the holders of the Old Notes. This opinion may not be relied upon
for any other purpose, or by any other person, firm or corporation for any
purpose, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder by the Securities
and Exchange Commission.
Very truly yours,
/s/Thompson Hine & Flory LLP
Thompson Hine & Flory LLP
<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
1998A-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES
1998A-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES
1998A-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES
1998A-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES
AND
1998B-3 (FIXED RATE) SUBORDINATE NOTES
OF
STUDENT LOAN FUNDING 1998 - A/B TRUST
Pursuant to the Exchange Offer and Prospectus
Dated May 26, 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON JUNE 28, 1999, UNLESS EXTENDED BY THE TRUST.
The exchange agent for the Exchange Offer is:
FIRSTAR BANK, N.A.
By Overnight Delivery or Hand: By Registered or Certified Mail:
Firstar Bank, N.A. Firstar Bank, N.A.
425 Walnut Street 425 Walnut Street
6th Floor Mail Location 5155
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
Attention: Brian J. Gardner Attention: Brian J. Gardner
By Facsimile: (513) 632-5511
To Confirm by Telephone or for Information: (513) 762-8870
Originals of all documents sent by facsimile should be promptly sent to
the exchange agent by registered or certified mail, by hand, or by overnight
delivery service.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
The undersigned acknowledges that it has received the Prospectus,
dated May 26, 1999, of Student Loan Funding 1998 A/B Trust, a Delaware common
law trust (the "Trust"), and this Letter of Transmittal, which together
constitute the Trust's offer to exchange an aggregate principal amount of up to
$385,000,000 of its Series 1998A1-3 (LIBOR Floating Rate) Senior Asset-Backed
Notes, $93,300,000 of its Series 1998A1-4 (Auction Rate) Senior Asset-Backed
Callable Notes, $90,000,000 of its Series 1998A1-5 (Auction rate) Senior
Asset-Backed Callable Notes, $90,000,000 of its Series 1998A1-6 (Auction Rate)
Senior Asset-Backed Callable Notes and $54,500,000 of its Series 1998B1-3 (Fixed
Rate) Subordinate Notes, all of which have been registered under the Securities
Act of 1933, for a corresponding principal amount of its outstanding Series
1998A-3 (LIBOR Floating Rate) Senior Asset-Backed Notes, Series 1998A-4 (Auction
Rate) Senior Asset-Backed Callable Notes, Series 1998A-5 (Auction Rate) Senior
Asset-Backed Callable Notes, Series 1998A-6 (Auction Rate) Senior Asset-Backed
Callable Notes and Series 1998B-3 (Fixed Rate) Subordinate Notes.
<PAGE> 2
IF YOU DESIRE TO EXCHANGE YOUR SERIES 1998A-3 (LIBOR FLOATING RATE)
SENIOR ASSET-BACKED NOTES, SERIES 1998A-4 (AUCTION RATE) SENIOR ASSET-BACKED
CALLABLE NOTES, SERIES 1998A-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE
NOTES, SERIES 1998A-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES OR
SERIES 1998B-3 (FIXED RATE) SUBORDINATE NOTES FOR AN EQUAL AGGREGATE PRINCIPAL
AMOUNT OF SERIES 1998A1-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES,
SERIES 1998A1-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES, SERIES
1998A1-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES, SERIES 1998A1-6
(AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES OR SERIES 1998B1-3 (FIXED
RATE) SUBORDINATE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE
READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
This Letter of Transmittal is to be completed by holders of the Trust's
outstanding notes either if such notes are to be forwarded herewith or if
tenders of such notes are to be made by book-entry transfer to an account
maintained by the exchange agent at the Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer - Book-Entry Transfer" in the Prospectus and, in accordance with
the Automated Tender Offer Program ("ATOP") established by the Book-Entry
Facility, a tendering holder will become bound by the terms and conditions
hereof in accordance with the procedures under ATOP.
If you are a registered holder of outstanding notes and desire to
tender your notes but (i) your notes are currently unavailable, (ii)
insufficient time exists for your notes or other required documents to reach the
exchange agent before the expiration of the Exchange Offer, or (iii) you cannot
complete the procedure for book-entry transfer on a timely basis, you must
tender your notes in accordance with the guaranteed delivery procedures set
forth in the Prospectus under the heading "The Exchange Offer -- Guaranteed
Delivery Procedures." SEE INSTRUCTION 2.
<TABLE>
<CAPTION>
DESCRIPTION OF NOTES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) AS THE SAME CERTIFICATE NUMBER(S) AGGREGATE PRINCIPAL
APPEARS ON THE TENDERED NOTES OF TENDERED NOTES* AMOUNT OF
( PLEASE FILL IN, IF BLANK) TENDERED NOTES**
<S> <C> <C>
------------------------ ------------------------
------------------------ ------------------------
------------------------ ------------------------
TOTAL PRINCIPAL
AMOUNT TENDERED
</TABLE>
* Need not be completed by noteholders delivering shares by book-entry transfer.
**Unless otherwise indicated, it will be assumed that the entire principal
amount evidenced by each note listed above and delivered to the exchange agent
is being tendered hereby.
BOXES BELOW TO BE CHECKED BY
ELIGIBLE GUARANTOR INSTITUTIONS ONLY
CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING.
<PAGE> 3
Name of Tendering Institution:
------
Account Number:
------
Transaction Code Number:
------
CHECK HERE IF NOTES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY).
Name(s) of Registered Holder(s):
------
Window Ticket Number (if any):
------
Date of Execution of Notice of Guaranteed Delivery:
------
Name of Institution which Guaranteed Delivery:
------
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution:
------
Account Number:
------
Transaction Code Number:
------
CHECK HERE IF YOU TENDERED BY BOOK-ENTRY TRANSFER AND DESIRE ANY
NON-EXCHANGED NOTES TO BE RETURNED TO YOU BY CREDITING THE BOOK-ENTRY
TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED YOUR TENDERED NOTES
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
------
Address:
------
Ladies and Gentlemen:
The undersigned hereby tenders to Student Loan Funding 1998-A/B Trust,
a Delaware common law trust, the notes listed above pursuant to the Trust's
offer to exchange its Series 1998A1-3 (LIBOR Floating Rate) Senior Asset-Backed
Notes, Series 1998A1-4 (Auction Rate) Senior Asset-Backed Callable Notes, Series
1998A1-5 (Auction Rate) Senior Asset-Backed Callable Notes, Series 1998A1-6
(Auction Rate) Senior Asset-Backed Callable Notes and Series 1998B1-3 (Fixed
Rate) Subordinate Notes
<PAGE> 4
for its Series 1998A-3 (LIBOR Floating Rate) Senior Asset-Backed Notes, Series
1998A-4 (Auction Rate) Senior Asset-Backed Callable Notes, Series 1998A-5
(Auction Rate) Senior Asset-Backed Callable Notes, Series 1998A-6 (Auction Rate)
Senior Asset-Backed Callable Notes and Series 1998B-3 (Fixed Rate) Subordinate
Notes, upon the terms and subject to the conditions contained in the Prospectus
dated May 26, 1999, receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which together with the Prospectus constitute the Exchange
Offer).
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (A) THE UNDERSIGNED
HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
NOTES LISTED ABOVE AND TENDERED HEREBY, (B) WHEN THE NOTES LISTED ABOVE AND
TENDERED HEREBY ARE ACCEPTED FOR EXCHANGE, THE TRUST WILL ACQUIRE GOOD,
MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ANY AND ALL LIENS,
RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND (C) THE NOTES LISTED ABOVE AND
TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES.
The undersigned understands that the tender of the notes listed above
pursuant to any one of the procedures set forth in the Prospectus and in the
instructions to this Letter of Transmittal will, upon the Trust's acceptance of
notes for exchange, constitute a binding agreement between the undersigned and
the Trust as to the terms and conditions set forth in the Prospectus.
The undersigned hereby represents and warrants that:
- the undersigned (or the person or entity receiving notes
pursuant to this Letter of Transmittal) is acquiring the
offered notes in the ordinary course of business of the
undersigned (or such other person);
- neither the undersigned nor any such person or entity is
engaging in or intends to engage in a distribution of the
offered notes;
- neither the undersigned nor any such person or entity has an
arrangement or understanding with any person or entity to
participate in a distribution of the offered notes;
- neither the undersigned nor any such person or entity is an
"affiliate," as such term is defined under Rule 405
promulgated under the Securities Act of 1933, of the Trust;
and
- the undersigned is not acting on behalf of any person or
entity who could not truthfully make the foregoing
representations.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
the offered notes. If the undersigned is a broker-dealer that will receive
offered notes for its own account in exchange for outstanding notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such offered notes; however, by so acknowledging and delivering a prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act of 1933. If the undersigned is a broker-dealer
and the outstanding notes held for its own account were not acquired as a result
of market-making or other trading activities, such outstanding notes cannot be
exchanged pursuant to the Exchange Offer.
Unless otherwise indicated in this Letter of Transmittal under "Special
Delivery Instructions," certificates for the offered notes will be issued in the
name of the undersigned.
<PAGE> 5
Holders of outstanding notes whose notes are accepted for exchange will
not receive accrued interest on such outstanding notes for any period from and
after the last interest payment date to which interest has been paid or duly
provided for on such outstanding notes prior to the original issue date of the
offered notes or, if no such interest has been paid or duly provided for, will
not receive any accrued interest on such outstanding notes. The undersigned
waives the right to receive any interest on such outstanding notes accrued from
and after such last interest payment date or, if no such interest has been paid
or duly provided for, from and after the original issue date of the offered
notes.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the exchange agent or the Trust to be necessary or desirable
to complete the exchange, assignment and transfer of the notes listed above and
tendered hereby and will comply with its obligations under the registration
rights agreement. All authority herein conferred or agreed to be conferred in
this Letter of Transmittal shall survive the death or incapacity of the
undersigned and all obligations of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED HAS READ AND UNDERSTANDS ALL OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER. THE UNDERSIGNED, BY COMPLETING THE BOX
ENTITLED "DESCRIPTION OF NOTES TENDERED" ABOVE AND SIGNING THIS LETTER OF
TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE NOTES LISTED IN SUCH BOX ABOVE.
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY if the offered notes are to be
issued or sent to someone other than the undersigned
or to the undersigned at an address other than that
provided above under "Description of Notes Tendered."
Check appropriate box:
Mail certificates to:
Issue certificates to:
Name:
------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
(INCLUDING ZIP CODE)
TENDERING NOTEHOLDERS: SIGN HERE
To be completed by all tendering noteholders. Must be signed by the registered
holder exactly as name appears on the tendered notes. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
<PAGE> 6
please set forth full title. See Instruction 3.
X
-------------------------------------------------------------------------------
X
-------------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Authorized Signature
Name(s):
------
(PLEASE PRINT OR TYPE)
Dated:
------
Capacity (full title):
Address:
------
------
------
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
------
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 1 BELOW)
------
Name of Eligible Institution Guaranteeing Signature
------
Address, Including Zip Code, and Telephone Number, Including Area Code, of Firm
PLACE MEDALLION GUARANTEE HERE
------------------------------------
Authorized Signature
------------------------------------
Printed Name
------------------------------------
Date
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
must be guaranteed by an "eligible guarantor institution" that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program, the Stock Exchange Medallion
Program, or by an "eligible guarantor institution" within the meaning of Rule
17Ad-15
<PAGE> 7
promulgated under the Securities Exchange Act of 1934 unless the box entitled
"Special Delivery Instructions" has not been completed or the notes described
above are tendered for the account of an "eligible guarantor institution."
2. DELIVERY OF LETTER OF TRANSMITTAL AND TENDERED NOTES; GUARANTEED
DELIVERY PROCEDURES. The tendered notes, together with a properly completed and
duly executed Letter of Transmittal (or a copy thereof), should be mailed or
delivered to the exchange agent at one of the addresses listed above.
Noteholders who wish to tender their notes and (i) whose notes are not
immediately available or (ii) who cannot deliver their notes, this Letter of
Transmittal and all other required documents to the exchange agent on or before
the expiration of the Exchange Offer or (iii) who cannot complete the procedures
for delivery by book-entry transfer on a timely basis, may tender their notes by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in the Prospectus under the
heading "The Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to such
procedures: (i) such tender must be made by or through an "eligible guarantor
Institution" (as defined in Instruction 1 above); (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Trust with the Prospectus, must be received by the exchange
agent before the expiration of the Exchange Offer; and (iii) the certificates
(or a book-entry confirmation) representing all tendered notes, in proper form
for transfer, together with a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the exchange agent within three New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in the
Prospectus under the heading "The Exchange Offer -- Guaranteed Delivery
Procedures."
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the exchange agent, and must include a
guarantee by an "eligible guarantor institution" (see Instruction 1 above) in
the form set forth in such Notice of Guaranteed Delivery. For outstanding notes
to be properly tendered pursuant to the guaranteed delivery procedures, the
exchange agent must receive a Notice of Guaranteed Delivery before the
expiration of the Exchange Offer.
The method of delivery of outstanding notes and the Letter of
Transmittal and all other required documents to the exchange agent is at the
election and risk of the noteholder. Instead of delivery by mail, you should use
an overnight or hand delivery service. In all cases, you should allow for
sufficient time to ensure delivery to the exchange agent before the expiration
of the Exchange Offer. You may request your broker, dealer, commercial bank,
trust company or nominee to effect these transactions for you. YOU SHOULD NOT
SEND ANY TENDERED NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO THE
TRUST.
3. SIGNATURE ON THE LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by a person other than the
registered holder of the tendered notes, such notes must be endorsed or
accompanied by appropriate bond powers, signed by the registered holder exactly
as such registered holder's name appears on the tendered notes. Signatures on
such notes and bond powers must be guaranteed by an "eligible guarantor
institution."
If this Letter of Transmittal or any tendered notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons must so indicate when signing and, unless waived by the
Trust, submit proper evidence satisfactory to the Trust of their authority to so
act with this Letter of Transmittal.
<PAGE> 8
4. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Notes Tendered" is inadequate, the certificate number(s) and/or
the principal amount of tendered notes and any other required information should
be listed on a separate signed schedule which is attached to this Letter of
Transmittal.
5. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the exchange agent at one of its
addresses or telephone numbers listed on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the exchange agent
or from your broker, dealer, commercial bank, trust company or other nominee.
6. MISCELLANEOUS. All questions as to the validity, form, eligibility,
time of receipt, acceptance, and withdrawal of tendered notes will be resolved
by the Trust in its sole discretion, which determination will be final and
binding on all parties. The Trust reserves the absolute right to reject any or
all notes not properly tendered or any notes the acceptance of which would, in
the opinion of counsel for the Trust, be unlawful. The Trust also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular notes tendered. The Trust's interpretation of the terms and
conditions of the Exchange Offer (including the Instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of outstanding notes must
be cured within such time as the Trust shall determine. None of the Trust, the
exchange agent or any other person shall be under any duty to give notification
of defects in such tenders or shall incur any liability for failure to give such
notification. Tenders of outstanding notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any outstanding
notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering noteholder promptly after the
expiration of the Exchange Offer.
<PAGE> 9
FIRSTAR BANK, N.A.
STUDENT LOAN FUNDING 1998 - A/B TRUST
OFFER TO EXCHANGE
SERIES 1998
$365,036,478.23 1998 A1-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES;
$93,300,000 1998 A1-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A1-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A1-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES; AND
$54,500,000 1998 B1-3 (FIXED RATE) SUBORDINATE NOTES
AN EQUAL AGGREGATE PRINCIPAL AMOUNT
SERIES 1998
$365,036,478.23 1998 A-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES;
$93,300,000 1998 A-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES; AND
$54,500,000 1998 B-3 (FIXED RATE) SUBORDINATE NOTES, RESPECTIVELY
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON JUNE 28,
1999, UNLESS EXTENDED BY THE TRUST. TENDERS OF OLD NOTES (AS DEFINED) MAY ONLY
BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL.
To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:
We have been appointed by the Student Loan Funding 1998 - A/B Trust
(the "Trust") to act as the Exchange Agent in connection with the offer (the
"Exchange Offer") of the Trust to exchange an aggregate principal amount of up
to $385,036,478.23 of its Series 1998A1-3 (LIBOR Floating Rate) Senior
Asset-Backed Notes, $93,300,000 of its Series 1998A1-4 (Auction Rate) Senior
Asset-Backed Callable Notes, $90,000,000 of its Series 1998A1-5 (Auction Rate)
Senior Asset-Backed Callable Notes, $90,000,000 of its Series 1998A1-6 (Auction
Rate) Senior Asset-Backed Callable Notes and $54,500,000 of its Series 1998B1-3
(Fixed Rate) Subordinate Notes, all of which have been registered under the
Securities Act of 1933, for a corresponding principal amount of its outstanding
Series 1998A-3 (LIBOR Floating Rate) Senior Asset-Backed Notes, Series 1998A-4
(Auction Rate) Senior Asset-Backed Callable Notes, Series 1998A-5 (Auction Rate)
Senior Asset-Backed Callable Notes, Series 1998A-6 (Auction Rate) Senior
Asset-Backed Callable Notes and Series 1998B-3 (Fixed Rate) Subordinate Notes,
respectively (collectively, the "Old Notes") on the terms and conditions
described in the Prospectus dated May 26, 1999 (the "Prospectus") and the
related Letter of Transmittal (the "Letter of Transmittal").
Enclosed herewith are copies of the following documents:
<PAGE> 10
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if the Old Notes and all other required documents cannot be delivered
to the Exchange Agent on or prior to the Expiration Date (as defined);
4. A form of letter which may be sent to your clients for whose account
you hold the Old Notes in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to
the Exchange Offer; and
5. A return envelope addressed to the Exchange Agent.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME ON JUNE 28, 1999 (THE "EXPIRATION DATE"), UNLESS EXTENDED. WE URGE YOU
TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
You will be reimbursed for customary mailing and handling expenses
incurred by you in forwarding the enclosed materials to your clients.
Additional copies of the enclosed materials may be obtained by
contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.
Very truly yours,
FIRSTAR BANK, N.A.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU
OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF
OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER NOT CONTAINED IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
<PAGE> 11
STUDENT LOAN FUNDING 1998 - A/B TRUST
INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
OLD NOTES
The undersigned acknowledge(s) receipt of your letter and the enclosed
documents referred to therein relating to the Exchange Offer of the Trust.
This will instruct you whether to tender the principal amount of Old
Notes indicated below held by you to the account of the undersigned pursuant to
the terms of and conditions set forth in the Prospectus and the Letter of
Transmittal.
Box 1 [ ] Please tender the Old Notes held by you for my account, as
indicated below.
Box 2 [ ] Please do not tender any Old Notes held by you for my
account.
Date: , 1999
----- -----------------------------------------
-----------------------------------------
Signature(s)
Principal Amount of Old Notes
-----------------------------------------
Notes to be Tendered:
-----------------------------------------
$________________* Please print name(s) here
(must be in the minimum
principal amount of
$100,000 or an integral
multiple of $1,000 in
excess thereof)
-----------------------------------------
-----------------------------------------
-----------------------------------------
Please type or print address
-----------------------------------------
Area Code and Telephone Number
-----------------------------------------
Taxpayer Identification or
Social Security Number
-----------------------------------------
My Account Number with You
- ----------
** Unless otherwise indicated, it will be assumed that the entire
principal amount evidenced by each note listed above and delivered to
the exchange agent is being tendered hereby.
<PAGE> 12
STUDENT LOAN FUNDING 1998 - A/B TRUST
OFFER TO EXCHANGE
$365,036,478.23 1998 A1-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES;
$93,300,000 1998 A1-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A1-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A1-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES; AND
$54,500,000 1998 B1-3 (FIXED RATE) SUBORDINATE NOTES
AN EQUAL AGGREGATE PRINCIPAL AMOUNT
$365,036,478.23 1998 A-3 (LIBOR FLOATING RATE) SENIOR ASSET-BACKED NOTES;
$93,300,000 1998 A-4 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A-5 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES;
$90,000,000 1998 A-6 (AUCTION RATE) SENIOR ASSET-BACKED CALLABLE NOTES; AND
$54,500,000 1998 B-3 (FIXED RATE) SUBORDINATE NOTES, RESPECTIVELY
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON JUNE 28,
1999, UNLESS EXTENDED BY THE TRUST. TENDERS OF OLD NOTES (AS DEFINED) MAY ONLY
BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL.
To Our Clients:
Enclosed for your consideration is the Prospectus dated May 26, 1999
(the "Prospectus") and the related Letter of Transmittal and instructions
thereto (the "Letter of Transmittal") in connection with the offer (the
"Exchange Offer") of the Student Loan Funding 1998 - A/B Trust (the "Trust") to
exchange an aggregate principal amount of up to $385,036,478.23 of its Series
1998A1-3 (LIBOR Floating Rate) Senior Asset-Backed Notes, $93,300,000 of its
Series 1998A1-4 (Auction Rate) Senior Asset-Backed Callable Notes, $90,000,000
of its Series 1998A1-5 (Auction Rate) Senior Asset-Backed Callable Notes,
$90,000,000 of its Series 1998A1-6 (Auction Rate) Senior Asset-Backed Callable
Notes and $54,500,000 of its Series 1998B1-3 (Fixed Rate) Subordinate Notes, all
of which have been registered under the Securities Act of 1933, for a
corresponding principal amount of its outstanding Series 1998A-3 (LIBOR Floating
Rate) Senior Asset-Backed Notes, Series 1998A-4 (Auction Rate) Senior
Asset-Backed Callable Notes, Series 1998A-5 (Auction Rate) Senior Asset-Backed
Callable Notes, Series 1998A-6 (Auction Rate) Senior Asset-Backed Callable Notes
and Series 1998B-3 (Fixed Rate) Subordinate Notes, respectively (collectively,
the "Old Notes").
Consummation of the Exchange Offer is subject to certain conditions
described in the Prospectus. Capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Prospectus.
We are the registered holder of Old Notes held by us for your account.
A tender of any such Old Notes can be made only by us as the registered holder
and pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Old Notes held by
us for your account.
<PAGE> 13
Accordingly, we request instructions as to whether you wish us to
tender any or all such Old Notes held by us for your account pursuant to the
terms and conditions set forth in the Prospectus and the Letter of Transmittal.
We urge you to read carefully the Prospectus and the Letter of Transmittal
before instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time on June 28, 1999 (the "Expiration Date"), unless extended.
Old Notes tendered pursuant to the Exchange Offer may only be withdrawn under
the circumstances described in the Prospectus and the Letter of Transmittal.
Your attention is directed to the following:
1. Consummation of the Exchange Offer is conditioned upon the
conditions set forth in the Prospectus under the caption "The Exchange
Offer-Conditions."
2. Tendering holders may withdraw their tender at any time
until the Expiration Date.
3. Any transfer taxes incident to the transfer of Old Notes
from the tendering holder to the Trust will be paid by the Trust,
except as provided in the Prospectus and the instructions to the Letter
of Transmittal.
4. The Exchange Offer is not being made to (nor will the
surrender of Old Notes for exchange be accepted from or on behalf of)
holders of Old Notes in any jurisdiction in which the making or
acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
5. The acceptance for exchange of Old Notes validly tendered
and not validly withdrawn and the issuance of Old Notes will be made as
promptly as practicable after the Expiration Date. Subject to rules
promulgated pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Trust, however, expressly reserves the right
to delay acceptance of any of the Old Notes or to terminate the
Exchange Offer and not accept for purchase any Old Notes not
theretofore accepted if any of the conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions" shall
not have been satisfied or waived by the Trust.
6. The Trust expressly reserves the right, in its sole
discretion, (i) to delay accepting any Old Notes, (ii) to extend the
Exchange Offer, (iii) to amend the terms of the Exchange Offer or (iv)
to terminate the Exchange Offer. Any delay, extension, amendment or
termination will be followed as promptly as practicable by oral or
written notice to the Exchange Agent and a public announcement thereof.
In the case of an extension, such public announcement shall include
disclosure of the approximate number of Old Notes deposited to date and
shall be made prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Trust may choose to make a public
announcement of any extension, amendment or termination of the Exchange
Offer, the Trust shall have no obligation to publish, advertise, or
otherwise communicate any such public announcement, other than by
making a timely release to the Dow Jones News Service. Except as
otherwise provided in the Prospectus, withdrawal rights with respect to
Old Notes tendered pursuant to the
<PAGE> 14
Exchange Offer will not be extended or reinstated as a result of an
extension or amendment of the Exchange Offer.
7. Consummation of the Exchange Offer may have adverse
consequences to non-tendering Old Notes holders, including that the
reduced amount of outstanding Old Notes as a result of the Exchange
Offer may adversely affect the trading market, liquidity and market
price of Old Notes.
If you wish to have us tender any or all of the Old Notes held by us
for your account, please so instruct us by completing, executing and returning
to us the instruction form that follows.
