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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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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)
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 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 registrant's 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. [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.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). NOT APPLICABLE.
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This Annual Report on Form 10-K for Student Loan Funding 1998-A/B Trust (the
"Registrant") is filed in reliance upon certain no-action letters issued by the
Office of the Chief Counsel, Division of Corporation Finance of the Securities
and Exchange Commission relating to similar trusts stating that the Commission
will not object if such trusts file reports pursuant to Section 13 and 15(d) of
the Securities and Exchange Act of 1934 in the manner described in such letters.
Accordingly, certain items have been omitted from or modified in this Annual
Report on Form 10-K.
Part I
Item 1. Business
Not applicable.
Item 2. Properties
The property of the Registrant consists of a pool of guaranteed education loans
(the "Financed Student Loans") to students and parents of students acquired by
Firstar Bank, National Association, as the eligible lender trustee (the
"Eligible Lender Trustee") on behalf of the Registrant, collections and other
payments with respect to the Financed Student Loans and monies on deposit in
certain accounts held for the benefit of the Registrant.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Securityholders
None.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
At June 30, 1999, all of the Registrant's Senior Asset-Backed Notes, Series
1998A1-3 (LIBOR Rate), Senior Asset-Backed Callable 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), and
Subordinate Asset-Backed Notes, Series 1998B1-3 (Fixed Rate) (collectively, the
"Notes") were registered in the name of Cede & Co., as nominee of the Depository
Trust Company ("DTC"). At June 30, 1999, there were seven participants in DTC
who were registered as holders of the Notes. There is no established public
market in which such Notes are traded.
Item 6. Selected Financial Data
Not applicable.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not applicable.
Item 7A. Quantitative And Qualitative Discussions About Market Risks
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of June 30, 1999, all of the Notes were registered in the name of Cede & Co.,
as nominee of the Depository Trust Company ("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 Registrant. Only such
participants, however, know the identity of the beneficial owners of the Notes.
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<TABLE>
<CAPTION>
Name of Amount of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ---------------- -------------------- ----------------
<S> <C> <C> <C>
Senior Asset-Backed Bankers Trust Company $300,000,000 75%
Notes, Series 1998A1-3 Chase Manhattan Bank $ 24,000,000 6%
BNY/ITC $ 56,000,000 14%
Senior Asset-Backed Bankers Trust Company $ 81,300,000 87%
Callable Notes, Series Wilmington Trust Company $ 10,000,000 11%
1998A1-4
Senior Asset-Backed Bankers Trust Company $ 71,350,000 79%
Callable Notes, Series UMB Bank $ 18,650,000 21%
1998A1-5
Senior Asset-Backed Bankers Trust Company $ 69,500,000 77%
Callable Notes, Series UMB Bank $ 20,000,000 22%
1998A1-6
Subordinate Asset- Chase Manhattan Bank $ 33,500,000 61%
Backed Notes, Series Citibank, N.A. $ 14,000,000 26%
1998B1-3 Northern Trust Company $ 7,000,000 13%
</TABLE>
Item 13. Certain Relationships and Related Transactions
Not applicable.
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:
99.1 Noteholders' Statement, dated June 30, 1999
(b) Reports on Form 8-K. Current Reports on Form 8-K were filed with the
Commission on June 11, 1999, June 29, 1999 and July 2, 1999. Item 5 and
Item 7 were included in each Current Report on Form 8-K.
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Signature
Pursuant to the requirements of Section 13 and 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.
FIRSTAR BANK, N.A., not in its
individual capacity but solely in
its capacity as Co-owner Trustee for
STUDENT LOAN FUNDING 1998 - A/B
TRUST
Date: September 28, 1999 By: /s/ Brian J. Gardner
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Brian J. Gardner
Vice President & Trust Officer
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 holders of the Notes during the period
covered by this Annual Report on Form 10-K and the Registrant
does not intend to furnish such materials to holders of the
Notes subsequent to the filing of this report.
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Noteholders' Statement, dated June 30, 1999
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<TABLE>
<CAPTION>
EXHIBIT 99.1
Noteholders' Statement for Student Loan Funding 1998-A/B Trust
(successor to Student Loan Funding LLC)
Student Loan Senior & Subordinate Asset Backed Notes
for Collection Period Ending: June 30, 1999
<S> <C>
CUSIP
$400,000,000 Senior Series 1998A1-3 86387QAF1 F/K/A 86387QAA2
$93,300,000 Senior Series 1998A1-4 86387QAG9 F/K/A 86387QAB0
$90,000,000 Senior Series 1998A1-5 86387QAH7 F/K/A 86387QAC8
$90,000,000 Senior Series 1998A1-6 86387QAJ3 F/K/A 86387QAD6
$54,500,000 Subordinate Series 1998B1-3 86387QAK0 F/K/A 86387QAE4
DISTRIBUTION DATE
$400,000,000 Senior Series 1998A1-3 July 30, 1999
$93,300,000 Senior Series 1998A1-4 July 15, 1999
$90,000,000 Senior Series 1998A1-5 July 22, 1999
$90,000,000 Senior Series 1998A1-6 July 29, 1999
$54,500,000 Subordinate Series 1998B1-3 July 30, 1999
(a) Principal Factor:
(i) 1998 A1-3 Notes: 0.8122024
(ii) 1998 B1-3 Notes: 1.0000000
(b) Amount of principal being paid or distributed:
(i) 1998 A1-3 Notes: $13,732,674.16
(ii) 1998 A1-4 Notes: $ 0.00
(iii) 1998 A1-5 Notes: $ 0.00
(iv) 1998 A1-6 Notes: $ 0.00
(v) 1998 B1-3 Notes: $ 0.00
(c) Amount of interest being paid or distributed based upon the
Formula Rate:
(i) 1998 A1-3 Notes: $ 1,577,375.15
(ii) 1998 A1-4 Notes: $ 365,010.33
(iii) 1998 A1-5 Notes: $ 360,500.00
(iv) 1998 A1-6 Notes: $ 364,000.00
(v) 1998 B1-3 Notes: $ 283,854.17
Formula Interest Rates:
(i) 1998 A1-3 Notes: 5.59000%
(ii) 1998 A1-4 Notes: 5.03000%
(iii) 1998 A1-5 Notes: 5.15000%
(iv) 1998 A1-6 Notes: 5.20000%
(v) 1998 B1-3 Notes: 6.25000%
Interest Rates if they were based upon the Net Loan Rate:
(i) 1998 A1-3 Notes: 7.54%
(ii) 1998 A1-4 Notes: 7.53%
(iii) 1998 A1-5 Notes: 7.53%
(iv) 1998 A1-6 Notes: 7.53%
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
(v) 1998 B1-3 Notes: 6.25%
(d) Amount of distribution allocable to any Noteholders'
Interest Carryover:
(i) 1998 A1-3 Notes: $ 0.00
(ii) 1998 A1-4 Notes: $ 0.00
(iii) 1998 A1-5 Notes: $ 0.00
(iv) 1998 A1-6 Notes: $ 0.00
(v) 1998 B1-3 Notes: $ 0.00
(e) Pool Balance on May 31, 1999: $631,418,993.00
Pool Balance on June 30, 1999: $622,096,341.00
(i) Parity Percentage 97.98%
(ii) Senior Parity Percentage 106.89%
(f) After giving effect to distributions on this Distribution
Date:
(i) 1998 A1-3 Notes: $324,880,953.39
(ii) 1998 A1-4 Notes: $ 93,300,000.00
(iii) 1998 A1-5 Notes: $ 90,000,000.00
(iv) 1998 A1-6 Notes: $ 90,000,000.00
(v) 1998 B1-3 Notes: $ 54,500,000.00
Total Series A Notes outstanding: $598,180,953.39
Total Notes outstanding: $652,680,953.39
(g) Amount of Program Operating Expenses
to be allocated for the upcoming Distribution Date: $ 459,644.00
(h) (i) Aggregate amount of Realized Losses (if any) for the
Collection Period immediately preceding the Distribution Date: $ 4,315.00
(ii) Amount received for recoveries of Realized Losses
from a previous Collection Period:
(a) interest $ 0.00
(b) principal $ 0.00
(i) (i) Amount of distribution attributable to the Reserve Fund: $ 139,839.78
(ii) Amount of distribution attributable to the Acquisition Fund: $ 0.00
(iii) Amount of distribution attributable to other Indenture accounts: $ 15,454,063.70
(iv) Reserve Fund Balance: $ 9,856,364.64
(v) Acquisition Fund Balance: $ 0.00
(vi) Other Indenture Account Balances: $ 1,798,545.60
(vii) Amount of Parity Percentage Payments: $ 4,270,182.38
(j) The aggregate amount paid for Financed Student Loans
purchased by the trust during the immediately preceding
Collection Period: $ 0.00
(k) Amount of Financed Student Loans:
(i) that are 31 through 60 days delinquent: $ 23,412,909.00
(ii) that are 61 through 90 days delinquent: $ 14,643,787.00
(iii) that are 91 through 120 days delinquent: $ 11,782,409.00
(iv) that are more than 120 days delinquent: $ 31,314,308.00
(v) for which claims have been filed with the appropriate Guaranty
Agency, guarantor, or escrow fund and which are awaiting payment: $ 1,824,013.00
</TABLE>
