<Page>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K
(MARK ONE)
<Table>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</Table>
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
SLM FUNDING CORPORATION
formerly known as SALLIE MAE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Originator of
the Sallie Mae Student Loan Trust 1995-1,
the Sallie Mae Student Loan Trust 1996-1,
the SLM Student Loan Trust 1996-2,
the SLM Student Loan Trust 1996-3,
the SLM Student Loan Trust 1996-4,
the SLM Student Loan Trust 1997-1,
the SLM Student Loan Trust 1997-2,
the SLM Student Loan Trust 1997-3,
the SLM Student Loan Trust 1997-4,
the SLM Student Loan Trust 1998-1,
the SLM Student Loan Trust 1998-2,
the SLM Student Loan Trust 1999-1,
the SLM Student Loan Trust 1999-2,
the SLM Student Loan Trust 1999-3,
the SLM Student Loan Trust 2000-1,
the SLM Student Loan Trust 2000-2,
the SLM Student Loan Trust 2000-3,
the SLM Student Loan Trust 2000-4,
the SLM Student Loan Trust 2001-1,
the SLM Student Loan Trust 2001-2,
the SLM Student Loan Trust 2001-3, and
the SLM Student Loan Trust 2001-4.
<Table>
DELAWARE 33-95474/333-2502/333-24949/333-44465/333-30932/333-68660 23-2815650
(State or other Jurisdiction (Commission File Numbers) (I.R.S. employer
of Incorporation) Identification No.)
</Table>
304 S. MINNESOTA STREET,
SUITE B
CARSON CITY, NEVADA 89706
(Address of principal executive offices)
(775) 884-4179
Registrant's telephone number, including area code
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 / /
Documents are incorporated by reference into this Form 10-K: None.
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: None.
This Annual Report on Form 10-K is filed in reliance upon (i) certain
no-action letters issued by the Office of Chief Counsel, Division of Corporate
Finance of the Securities and Exchange Commission stating that the Division will
not object if periodic reports filed by the registrant pursuant to Sections 13
and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set
forth in such letters and the requests for such letters and (ii) the
Registrant's filing letter accompanying the Registrant's Current Report on
Form 8-K filed with the Commission on or about November 6, 1995 in which the
Registrant described the manner in which it intended to file such periodic
reports.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
PART I.
ITEM 2. PROPERTIES.
The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae
Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student
Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust
1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3,
the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1, the SLM
Student Loan Trust 1998-2, the SLM Student Loan Trust 1991-1, the SLM Student
Loan Trust 1999-2, the SLM Student Loan Trust 1999-3, the SLM Student Loan Trust
2000-1, the SLM Student Loan Trust 2000-2, the SLM Student Loan Trust 2000-3,
the SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2001-1, the SLM
Student Loan Trust 2001-2, the SLM Student Loan Trust 2001-3 and the SLM Student
Loan Trust 2001-4 (collectively, the "Trusts") consists of pools of education
loans to students and parents of students made under the Federal Family
Education Loan Program, all funds collected in respect thereof and monies on
deposit in certain trust accounts together with rights to receive payments under
certain swap transactions.
For more information regarding the property of the Trusts, you should review
the Annual Statements of Compliance attached as Exhibit 19.1 hereto. These
statements are required by
- Section 3.2 of the Administration Agreements, dated as of October 26,
1995, March 6, 1996, April 26, 1996, July 9, 1996, October 3, 1996 and
March 20, 1997, by and among the Trusts party thereto, the Student Loan
Marketing Association (the "Administrator"), Chase Manhattan Bank USA,
National Association, formerly known as Chase Manhattan Bank, Delaware,
not in its individual capacity but solely as Trustee (the "Eligible Lender
Trustee"), Sallie Mae Servicing L.P., formerly known as Sallie Mae
Servicing Corporation (the "Servicer"), SLM Funding Corporation (the
"Registrant") and Bankers Trust Company, not in its individual capacity
but solely as Indenture Trustee (the "Indenture Trustee"); and
- the Master Administration Agreement, dated as of May 1, 1997, between the
Registrant and the Administrator, as variously amended or supplemented
(collectively, the "Administration Agreements").
ITEM 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings involving the
Registrant or its property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
At December 31, 2001, there was one (1) registered holder of the Trusts'
Floating Rate Student Loan-Backed Certificates ("Certificates"), CEDE & Co., as
nominee of The Depository Trust Company ("DTC). At December 31, 2001, there were
nineteen (19) different persons registered on the books of DTC as record owners
of Certificates. The Registrant was a beneficial owner of some of the
Certificates. There is no established trading market for the Certificates. The
SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2001-1, the SLM
Student Loan Trust 2001-2, the SLM Student Loan Trust 2001-3 and the SLM Student
Loan Trust 2001-4 did not issue Certificates.
ITEM 7. OTHER RELATED EVENTS AND INFORMATION.
Nothing to report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
2
<Page>
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 2001, the Certificates held by the Registrant were
registered in the name of CEDE and Co., as nominee of DTC. The books of DTC
indicate that fifteen (15) different participant institutions are record owners
of more than 5% of the Certificates.
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 79545GAC5 $35,150,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student State Street Bank & Trust Co. $18,500,000.00 52.86%
Loan--Backed Certificates Global Corp. Action Unit
Dept JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171
JPMorgan Chase Bank $14,650,000.00 41.86%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
</Table>
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 79545GAF8 $52,500,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student JPMorgan Chase Bank $25,000,000.00 47.62%
Loan--Backed Certificates c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG $13,000,000.00 24.76%
P.O. Box 2558
Houston, TX 77252
Bankers Trust Company $10,000,000.00 19.05%
648 Grassmere Park Road
Nashville, TN 37211
</Table>
3
<Page>
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student JPMorgan Chase Bank $25,499,000.00 48.08%
Loan--Backed Certificates c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Boston Safe Deposit & Trust Co. $19,800,000.00 37.34%
525 William Penn Place
Suite 3631
Pittsburgh, PA 15259
Lehman Brothers Bank, FSB $ 6,200,000.00 11.69%
200 Vesey Street 3 WFC
New York, NY 10285
</Table>
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student JPMorgan Chase Bank $19,000,000.00 36.02%
Loan--Backed Certificates c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
ABN Amro Incorporated $12,000,000.00 22.75%
181 West Madison
Chicago, IL 60603
Boston Safe Deposit & Trust Co. $11,000,000.00 20.85%
525 William Penn Place
Suite 3621
Pittsburgh, PA 15259
Lehman Gov't Securities $10,222,500.00 19.38%
101 Hudson Street
30th Floor
Jersey City, NJ 07302
</Table>
4
<Page>
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York/JP Morgan $15,300,000.00 29.03%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
Lehman Gov't Securities $14,873,000.00 28.22%
101 Hudson Street
30th Floor
Jersey City, NJ 07302
JPMorgan Chase Bank $10,000,000.00 18.98%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Boston Safe Deposit & Trust Co. $ 8,000,000.00 15.18%
525 William Penn Place
Suite 3621
Pittsburgh, PA 15259
Bankers Trust Company $ 3,000,000.00 5.69%
648 Grassmere Park Road
Nashville, TN 37211
</Table>
SLM STUDENT LOAN TRUST 1997-1
CUSIP 78442GAM8 $71,800,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Boston Safe Deposit & Trust Co. $34,800,000.00 48.47%
Loan--Backed Certificates 525 William Penn Place
Suite 3621
Pittsburgh, PA 15259
The Bank of New York/JP Morgan $13,000,000.00 18.11%
1 Wall Street
New York, NY 10286
JPMorgan Chase Bank $12,000,000.00 16.71%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
JPMorgan Chase Bank/CCSG $10,000,000.00 13.93%
P.O. Box 2558
Houston, TX 77252
</Table>
5
<Page>
SLM STUDENT LOAN TRUST 1997-2
CUSIP 78442GAQ9 $87,450,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company $30,000,000.00 34.31%
Loan--Backed Certificates 648 Grassmere Park Road
Nashville, TN 37211
The Bank of New York/JP Morgan $20,000,000.00 22.87%
1 Wall Street
New York, NY 10286
JPMorgan Chase Bank $13,000,000.00 14.87%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
ING Barings Corp. $10,000,000.00 11.44%
350 Park Avenue
New York, NY 10022
Boston Safe Deposit & Trust Co. $ 9,450,000.00 10.81%
525 William Penn Place
Suite 3621
Pittsburgh, PA 15259
Lehman Brothers Bank, FSB $ 5,000,000.00 5.72%
200 Vesey Street 3 WFC
New York, NY 10285
</Table>
6
<Page>
SLM STUDENT LOAN TRUST 1997-3
CUSIP 78442GAT3 $90,150,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York/JP Morgan $48,650,000.00 53.97%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
Bankers Trust Company $12,200,000.00 13.53%
648 Grassmere Park Road
Nashville, TN 37211
ING Barings Corp. $12,150,000.00 13.48%
350 Park Avenue
New York, NY 10022
Boston Safe Deposit & Trust Co. $12,150,000.00 13.48%
525 William Penn Place
Suite 3621
Pittsburgh, PA 15259
State Street Bank & Trust Co. $ 5,000,000.00 5.55%
Global Corp. Action Unit
Dept JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171
</Table>
SLM STUDENT LOAN TRUST 1997-4
CUSIP 78442GAW6 $89,900,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York/JP Morgan $77,535,887.00 86.25%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
HSBC Bank USA $12,364,113.00 13.75%
One Hanson Place
Lower Level
Brooklyn, NY 11243
</Table>
7
<Page>
SLM STUDENT LOAN TRUST 1998-1
CUSIP 78442GAZ9 $106,550,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York/JP Morgan $81,550,000.00 76.54%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
State Street Bank & Trust Co. $13,250,000.00 12.44%
Global Corp. Action Unit
Dept JAB5NW
1776 Heritage Drive
North Quincy, MA 02171
Credit Suisse First Boston Corp. $ 8,600,000.00 8.07%
c/o ADP Proxy Services
</Table>
SLM STUDENT LOAN TRUST 1998-2
CUSIP 78442GBC9 $105,750,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York/JP Morgan $90,750,000.00 85.82%
Loan--Backed Certificates 1 Wall Street
New York, NY 10286
ING Barings Corp. $10,000,000.00 9.46%
350 Park Avenue
New York, NY 10022
</Table>
SLM STUDENT LOAN TRUST 1999-1
CUSIP 78442GBH8 $36,060,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company $36,060,000.00 100.00%
Loan--Backed Certificates 648 Grassmere Park Road
Nashville, TN 37211
</Table>
8
<Page>
SLM STUDENT LOAN TRUST 1999-2
CUSIP 78442GBN5 $36,000,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company $36,000,000.00 100.00%
Loan--Backed Certificates 648 Grassmere Park Road
Nashville, TN 37211
</Table>
SLM STUDENT LOAN TRUST 1999-3
CUSIP 78442GBR6 $72,300,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student The Bank of New York $42,300,000.00 58.51%
Loan--Backed Certificates 925 Patterson Plank Rd.
Secaucus, NJ 07094
JPMorgan Chase Bank $30,000,000.00 41.49%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
</Table>
SLM STUDENT LOAN TRUST 2000-1
CUSIP 78442GBW5 $71,710,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company $40,000,000.00 55.78%
Loan--Backed Certificates 648 Grassmere Park Road
Nashville, TN 37211
Bank One Trust Company, N.A. $25,210,000.00 35.16%
340 South Cleveland Avenue
Building 350
Columbus, OH 43240
JPMorgan Chase Bank/CCSG $ 6,500,000.00 9.06%
P.O. Box 2558
Houston, TX 77252
</Table>
9
<Page>
SLM STUDENT LOAN TRUST 2000-2
CUSIP 78442GCB0 $72,290,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company 648 $31,290,000.00 43.28%
Loan--Backed Certificates Grassmere Park Road
Nashville, TN 37211
JPMorgan Chase Bank $21,000,000.00 29.05%
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254
Bank One Trust Company, N.A. $20,000,000.00 27.67%
340 South Cleveland Avenue
Building 350
Columbus, OH 43240
</Table>
SLM STUDENT LOAN TRUST 2000-3
CUSIP 78442GCF1 $89,750,000
<Table>
<Caption>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
- -------------- ------------------- -------------- ----------
Floating Rate Student Bankers Trust Company $60,000,000.00 66.85%
Loan--Backed Certificates 648 Grassmere Park Road
Nashville, TN 37211
Bank One Trust Company, N.A. $15,000,000.00 16.71%
340 South Cleveland Avenue
Building 350
Columbus, OH 43240
Merrill Lynch, Pierce, Fenner & $14,750,000.00 16.43%
Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854
</Table>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
10
<Page>
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:
<Table>
<Caption>
DESIGNATION DESCRIPTION
- ----------- -----------
Exhibit 19.1 Annual Statements of Compliance
Exhibit 19.2 Annual Independent Certified Public Accountant's
Report
Exhibit 99.1 Company's Letter to Commission Concerning
Representations from Arthur Andersen LLC
</Table>
(b) REPORTS ON FORM 8-K. We filed eight (8) Current Reports on Form 8-K
with the Commission during the period covered by this report. They were filed
on:
- on February 12, 2001 in connection with a quarterly Distribution Date;
- on March 14, 2001 in connection with the closing of SLM Student Loan Trust
2001-1;
- on May 4, 2001, in connection with a quarterly Distribution Date;
- on June 15, 2001 in connection with the closing of SLM Student Loan Trust
2001-2;
- on August 3, 2001, in connection with a quarterly Distribution Date;
- on August 10, 2001, in connection with the closing of SLM Student Loan
Trust 2001-3;
- on November 5, 2001, in connection with a quarterly Distribution Date; and
- on December 21, 2001, in connection with the closing of SLM Student Loan
Trust 2001-4.
11
<Page>
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.
<Table>
Dated: March 28, 2002 SLM FUNDING CORPORATION
By: /s/ JOHN F. REMONDI
-----------------------------------------
Name: John F. Remondi
Title: President
</Table>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN F. REMONDI President and Director
------------------------------------------- (Principal Executive March 28, 2002
John F. Remondi Officer)
/s/ J. LANCE FRANKE Chief Financial Officer and
------------------------------------------- Director (Principal March 28, 2002
J. Lance Franke Financial Officer)
/s/ WILLIAM M.E. RACHAL, JR. Treasurer and Controller
------------------------------------------- (Principal Accounting March 28, 2002
William M.E. Rachal, Jr. Officer)
/s/ EVENLYN ECHEVARRIA
------------------------------------------- Director March 28, 2002
Evelyn Echevarria
/s/ DOUGLAS JOHNSON
------------------------------------------- Director March 28, 2002
Douglas Johnson
</Table>
12
<Page>
INDEX TO EXHIBITS
<Table>
<Caption>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- --------------------- ------- ------------
19.1 Annual Statements of Compliance 14
19.2 Annual Independent Certified Public Accountant's Report 33
99.1 Company's Letter to Commission Concerning Representations
from Arthur Andersen, LLP 166
</Table>
13