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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 December 31, 2005 |
| / / | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| Delaware (State or other jurisdiction of incorporation or organization) | 45-6110137 (I.R.S. Employer Identification No.) |
| 16855 W. Bernardo Drive Suite 100 San Diego, California | 92127 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: | (888) 972-6311 |
| 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [__] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [__] No [X]
Indicate by check mark 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 Regulation S-K 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]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [__] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):Yes [__] No [X]
State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K 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.
This Annual Report on Form 10-K (the “Report”) is filed with respect to College Loan Corporation Trust I (the “Trust”). Certain information on this Annual Report on Form 10-K is omitted pursuant to the request for no-action letter forwarded to the Office of Chief Counsel Division of Corporate Finance, dated November 25, 1996 relating to Nellie Mae Education Funding, LLC, and the response of the SEC, dated December 20, 1996, to the no-action request (collectively, the “No-Action Request”).
PART I
| Item 1. | Business. Omitted pursuant to the No-Action Request. |
| Item 2. | Properties. Reference is made to the Annual Statement attached hereto as Exhibit 99.1. |
| Item 3. | Legal Proceedings. The Registrant knows of no material pending legal proceedings. |
| Item 4. | Submission of Matters to a Vote of Security Holders. None. |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company. To the knowledge of the Registrant, there is no established public trading market for the Notes. |
| Item 6. | Selected Financial Data. Omitted pursuant to the No-Action Request. |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted pursuant to the No-Action Request. |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. Not applicable. |
| Item 8. | Financial Statements and Supplementary Data. Omitted pursuant to the No-Action Request. |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None. |
| Item 9A. | Controls and Procedures Omitted. |
| Item 9B. | Other Information. None. |
| Item 10. | Directors and Executive Officers of the Registrant. Omitted pursuant to the No-Action Request. |
| Item 11. | Executive Compensation. Omitted pursuant to the No-Action Request. |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management. Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and an investor holding an interest in the Trust is not entitled to receive a note representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Notes, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system as of December 31, 2005. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. As of December 31, 2005, the following direct DTC participants held positions in the Notes representing interests in the Trust equal to or exceeding 5% of the total principal amount of each class of Notes on that date: College Loan Corporation Trust I, Series 2003-2 |
| Class | Participant | Quantity | Percentage | ||||
|---|---|---|---|---|---|---|---|
| 2003-2A-2 | State Street Bank and | ||||||
| Trust Company, N.A. | $ 51,620,000 | 8 | .7314% | ||||
| 2003-2A-2 | BGI/IBT CO | $154,000,000 | 26 | .0487% | |||
| 2003-2A-2 | Mellon Trust Company | $ 81,525,000 | 13 | .7897% | |||
| 2003-2A-2 | JPMorgan Chase Bank, N.A. | $284,110,000 | 48 | .0565% | |||
2003-2A-3 | The Bank of New York | $ 32,200,000 | 10 | .4478% | |||
| 2003-2A-3 | Barclays Bank PLC | $ 20,000,000 | 6 | .4893% | |||
| 2003-2A-3 | Citibank | $ 30,000,000 | 9 | .7339% | |||
| 2003-2A-3 | JPMorgan Chase Bank, N.A. | $ 41,000,000 | 13 | .3030% | |||
| 2003-2A-3 | Mellon Trust Company | $ 76,000,000 | 24 | .6593% | |||
| 2003-2A-3 | State Street Bank and Trust | ||||||
| Company, N.A. | $ 50,750,000 | 16 | .4666% | ||||
| 2003-2A-3 | UBS Securities LLC | $ 48,250,000 | 15 | .6554% | |||
College Loan Corporation Trust I, Series 2004-1
| Class | Participant | Quantity | Percentage | ||||
|---|---|---|---|---|---|---|---|
| 2004-1A-1 | BGI/IBT CO | $ 85,000,000 | 29 | .0102% | |||
| 2004-1A-1 | JPMorgan Chase | ||||||
| Bank, N.A. | $ 85,000,000 | 29 | .0102% | ||||
| 2004-1A-1 | Mellon Trust Company | $ 76,000,000 | 25 | .9386% | |||
| 2004-1A-1 | State Street Bank and | ||||||
| Trust Company, N.A. | $ 26,000,000 | 8 | .8737% | ||||
| 2004-1A-1 | UBS Securities LLC | $ 15,000,000 | 5 | .1195% | |||
2004-1A-2 | Barclays Bank PLC | $ 30,000,000 | 9 | .7720% | |||
| 2004-1A-2 | Investors Bank | $ 32,000,000 | 10 | .4235% | |||
| 2004-1A-2 | JPMorgan Chase Bank, | ||||||
| N.A. | $ 80,000,000 | 26 | .0586% | ||||
| 2004-1A-2 | UBS AG | $ 85,000,000 | 27 | .6873% | |||
| 2004-1A-2 | Goldman, Sachs & Co. | $ 60,000,000 | 19 | .5440% | |||
2004-1A-3 | The Bank of New York | $ 75,000,000 | 18 | .7500% | |||
| 2004-1A-3 | Citibank | $ 42,000,000 | 10 | .5000% | |||
| 2004-1A-3 | JPMorgan Chase Bank, N.A. | $ 28,000,000 | 7 | .0000% | |||
| 2004-1A-3 | State Street Bank and | ||||||
| Trust Company, N.A. | $170,000,000 | 42 | .5000% | ||||
| 2004-1A-3 | JPMorgan/CCS2 | $ 28,000,000 | 7 | .0000% | |||
| 2004-1A-3 | SSB-BK PFL | $ 20,000,000 | 5 | .0000% | |||
2004-1A-4 | The Bank of New York | $125,500,000 | 62 | .7500% | |||
| 2004-1A-4 | Citibank | $ 10,500,000 | 5 | .2500% | |||
| 2004-1A-4 | JPMorgan Chase Bank, | ||||||
| N.A. | $ 24,000,000 | 12 | .0000% | ||||
| 2004-1A-4 | State Street Bank and | ||||||
| Trust Company, N.A. | $ 40,000,000 | 20 | .0000% | ||||
| 2004-1B-1 | Goldman, Sachs & Co. | $ 36,800,000 | 36 | .8000% | |||
| 2004-1B-1 | The Bank of New York | $ 24,000,000 | 24 | .0000% | |||
| 2004-1B-1 | JPMorgan/HSBC SI | $ 10,000,000 | 10 | .0000% | |||
| 2004-1B-1 | Northern Trust Co. | $ 20,000,000 | 20 | .0000% | |||
College Loan Corporation Trust I, Series 2005-1
| Class | Participant | Quantity | Percentage | ||||
|---|---|---|---|---|---|---|---|
| 2005-1A-1 | The Bank of New York | $ 11,000,000 | 5 | .0926% | |||
| State Street Bank | |||||||
| and Trust Company, N.A. | $ 25,000,000 | 11 | .5741% | ||||
| 2005-1A-1 | BGI/IBT CO | $ 50,000,000 | 23 | .1481% | |||
| 2005-1A-1 | Mellon Trust Company | $ 32,000,000 | 14 | .8148% | |||
| 2005-1A-1 | Investors Bank | $ 15,000,000 | 6 | .9444% | |||
| 2005-1A-1 | Northern Trust Co. | $ 50,000,000 | 23 | .1481% | |||
| 2005-1A-1 | UBS AG | $ 25,000,000 | 11 | .5741% | |||
2005-1A-2 | The Bank of New York | $ 30,000,000 | 7 | .6336% | |||
| 2005-1A-2 | JPMorgan/CCS2 | $ 30,000,000 | 7 | .6336% | |||
| State Street Bank | |||||||
| 2005-1A-2 | and Trust Company, N.A. | $ 70,000,000 | 17 | .8117% | |||
| 2005-1A-2 | Citibank | $208,000,000 | 52 | .9262% | |||
| 2005-1A-2 | SEI Private | $ 27,000,000 | 6 | .8702% | |||
2005-1A-4 | The Bank of New York | $ 62,000,000 | 31 | .4721% | |||
| Brown Brothers Harriman | |||||||
| 2005-1A-4 | & Co. | $ 20,000,000 | 10 | .1523% | |||
| 2005-1A-4 | Northern Trust Co. | $ 20,000,000 | 10 | .1523% | |||
| 2005-1A-4 | Citibank | $ 65,000,000 | 32 | .9949% | |||
| 2005-1A-4 | The Bank of New | ||||||
| York/Barclays Bank PLC | $ 30,000,000 | 15 | .2284% | ||||
2005-1A-5 | The Bank of New York | $ 17,100,000 | 12 | .4818% | |||
| 2005-1A-5 | Northern Trust Co. | $ 8,000,000 | 5 | .8394% | |||
| 2005-1A-5 | Goldman, Sachs & Co. | $ 11,400,000 | 8 | .3212% | |||
2005-1B | The Bank of New York | $ 17,100,000 | 42 | .7500% | |||
| 2005-1B | Brown Brothers Harriman & Co. | $ 8,000,000 | 20 | .0000% | |||
| 2005-1B | Citibank | $ 11,400,000 | 28 | .5000% | |||
(a) None.
(b) Omitted pursuant to the No-Action Request.
(c) Omitted pursuant to the No-Action Request.
Omitted.
(a) The following are filed as part of this report:
| 31.1 Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. |
| 99.1 Annual statement for College Loan Corporation Trust I, for the period ending December 31, 2005. |
| 99.2 Annual Servicers' Report, dated March 20, 2006. |
| 99.3 Report of Independent Certified Public Accounting Firm, dated March 27, 2006, issued by Grant Thornton LLP. |
(b)The following Current Reports on 8-K were filed by the Registrant during 2005 and through the date hereof:
| January 18, 2005 February 2, 2005 February 15, 2005 March 15, 2005 April 15, 2005 May 16, 2005 June 15, 2005 July 15, 2005 August 15, 2005 September 15, 2005 October 17, 2005 November 15, 2005 December 15, 2005 January 17, 2006 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
| College Loan Corporation By:/s/ Cary Katz Cary Katz Chief Executive Officer |
INDEX TO EXHIBITS
| Exhibit Number 31.1. |
|
| 99.1. | Annual statement for College Loan Corporation Trust I, for the period ending December 31, 2005. |
| 99.2. | Annual Servicers’ Report, dated March 20, 2006. |
| 99.3. | Report of Independent Certified Public Accounting Firm, dated March 27, 2006, issued by Grant Thornton LLP. |
