UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ------- SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File No.: 333-75952
SLC Student Loan Receivables I, Inc. Delaware 04-3598719
(Depositor)
SLC Student Loan Trust - I Delaware 04-6959982
(Issuer of Notes)
- --------------------------------------------------------------------------------
(Exact Name of Co-Registrants as (State or Other (I.R.S. Employer
Specified in their Charters) Jurisdiction of Identification Nos.)
Incorporation or
Organization)
750 Washington Boulevard
Stamford, Connecticut 06901
- --------------------------------------------------------------------------------
Address of principal executive office (Zip Code)
Registrant's Telephone Number, including area code (203) 975-6923
(203) 975-5018
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 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 Rule 12b-2 of the Act).
Yes No X
----- -----
State the aggregate market value of the voting and non-voting stock held by
non-affiliates of the Registrants. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked price of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405).
Not Applicable
Documents Incorporated by Reference: None
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Co-Registrants' Annual Report
on Form 10-K for the year ended December 31, 2002 is to amend and restate the
Form 10-K in its entirety, for the purpose of (a) amending the cover page to
indicate that the Notes have not been registered under Section 12(g) of the Act,
(b) amending and restating Item 2, (c) replacing Exhibits 99.1 and 99.2 and
adding Exhibits 99.5 and 99.6 to the exhibit list in Item 15, and (d) filing (i)
a revised Annual Statement regarding the Notes (Exhibit 99.1), (ii) a revised
Section 302(a) Certification (Exhibit 99.2), (iii) the Administrator's
Certificate, dated March 26, 2004 (Exhibit 99.5) and (iv) the Independent
Accountants' Report, dated March 3, 2004, issued by KPMG LLP (Exhibit 99.6).
PART I
Item 1. Business
--------
The sole business of SLC Student Loan Receivables I, Inc. (the
"Depositor") and SLC Student Loan Trust-I (the "Trust") is to issue asset-backed
notes (the "Notes"). These Notes are issued by the Trust backed by student loans
first transferred by The Student Loan Corporation (the "Servicer") to the
Depositor, and then by the Depositor to the Trust. The Servicer services the
loans on behalf of the Trust and provides administrative services to the Trust.
Payments received by the Servicer and transferred to the Trust with respect to
such loans are used to make payments on the Notes.
Item 2. Properties
----------
The Property of the Trust consists solely of student loans originated
under the Federal Family Education Loan Program. See Exhibit 99.3, a Certificate
of The Student Loan Corporation, as Servicer, with respect to the activities of
the Servicer during the fiscal year ended December 31, 2002. See Exhibit 99.5, a
Certificate of The Student Loan Corporation, as Administrator, with respect to
the activities of the Administrator during the fiscal year ended December 31,
2002.
Item 3. Legal Proceedings
-----------------
Neither the Depositor nor the Trust knows of any material pending legal
proceedings with respect to the Trust, involving the Trust, the Depositor, the
Servicer, Deutsche Bank Trust Company Americas, formerly known as Bankers Trust
Company (the "Indenture Trustee"), the Depositor's eligible lender trustee or
the Trust assets, other than ordinary routine litigation incidental to the
duties of the Indenture Trustee, the Servicer or the Depositor under the
Servicing Agreement between the Servicer and the Trust dated as of March 27,
2002.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matter was submitted during the fiscal year covered by this report to a
vote of Note Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
----------------------------------------------------------------------
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 Depositor and the Trust, there is no established
public trading market for the Notes.
Item 6. Selected Financial Data
-----------------------
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Exhibit 99.1 is filed as part of this report and listed in Item 15(a)
below. This exhibit is also filed as part of this report under this Item 8.
Item 9. Changes in and Disagreements With Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None
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 and
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Related Stockholder Matters
---------------------------
(a) 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 at December 31, 2002. Such direct participants may hold Notes for their
own accounts or for the accounts of their customers. At December 31, 2002, 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:
SERIES 2002-1
Class Participant Quantity Percentage
- ----- ------------- -------- ----------
A-1 Salomon Smith Barney $30,925,000 54.81%
Wachovia Bank, N.A. $13,550,000 24.01%
Citibank, N.A. $11,950,000 21.18%
A-2 Salomon Smith Barney $21,325,000 37.73%
J.P. Morgan Chase Bank $20,575,000 36.40%
The Bank of New York $ 7,000,000 12.38%
Boston Safe Deposit & Trust Co. $ 5,550,000 9.82%
A-3 Citibank, N.A. $29,400,000 52.01%
Salomon Smith Barney $14,500,000 25.65%
J.P. Morgan Chase Bank $12,000,000 21.23%
A-4 J.P. Morgan Chase Bank $19,100,000 31.16%
Deutsche Bank Trust Company Americas $14,925,000 24.35%
Merrill Lynch, Pierce Fenner & Smith Safekeeping $13,350,000 21.78%
Morgan Stanley $ 6,800,000 11.09%
B-1 Salomon Smith Barney $15,250,000 100.00%
SERIES 2002-2
Class Participant Quantity Percentage
- ----- ----------- -------- ----------
A-5 Salomon Smith Barney $65,350,000 100.00%
A-6 Salomon Smith Barney $45,350,000 69.40%
The Bank of New York $10,000,000 15.30%
J.P. Morgan Chase Bank $10,000,000 15.30%
A-7 Merrill Lynch, Pierce Fenner & Smith Safekeeping $34,000,000 52.03%
Comerica Bank $25,350,000 38.79%
Boston Safe Deposit & Trust Co. $ 6,000,000 9.18%
B-2 Salomon Smith Barney $10,150,000 100.00%
The address of each above participant is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable
(c) Not Applicable
(d) Not Applicable
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
(a) Neither the Depositor nor the Trust knows of any transaction or
series of transactions to which any of the Depositor, the Trust or the Servicer,
in each of their respective capacities, is a party with any holder of Notes who
owns of record or beneficially more than five percent of the Notes.
(b) Not Applicable
(c) Not Applicable
Item 14. Controls and Procedures
-----------------------
Not Applicable
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) The following are filed as part of this report:
Exhibit 99.1 Annual statement for SLC Student Loan Trust-I,
Student Loan Asset Backed Notes, Series 2002-1 and
Series 2002-2 for the Period ended December 31, 2002
Exhibit 99.2 Certification Pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002
Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003
Exhibit 99.4* Independent Accountants' Report, dated March 7,
2003, issued by KPMG LLP
Exhibit 99.5 Administrator's Certificate, dated March 26, 2004
Exhibit 99.6 Independent Accountants' Report, dated March 3,
2004, issued by KPMG LLP
* Included in the Co-Registrants' Annual Report on Form 10-K for the
year ended December 31, 2002.
(b) The following Current Reports on Form 8-K were filed by the
Registrants during 2002 and through the date hereof:
April 3, 2002
July 29, 2002
July 29, 2002
July 30, 2002
September 4, 2002
September 20, 2002
October 25, 2002
November 22, 2002
December 17, 2002
January 22, 2003
February 21, 2003
March 25, 2003
April 21, 2003
May 21, 2003
June 18, 2003
July 17, 2003
August 18, 2003
September 16, 2003
October 16, 2003
November 17, 2003
December 16, 2003
January 16, 2004
February 17, 2004
March 16, 2004
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 hereunto duly authorized on this 26th day of
March, 2004.
SLC Student Loan Receivables I, Inc.
BY: /s/ Michael J. Reardon
-----------------------------------
Name: Michael J. Reardon
Title: Acting Chief Financial 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 Security Holders during the period covered by this
Annual Report on Form 10-K and the Co-Registrants do not intend to furnish such
materials to Security Holders subsequent to the filing of this report.
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Annual statement for SLC Student Loan Trust-I, Student Loan
Asset Backed Notes, Series 2002-1 and Series 2002-2 for the
Period ended December 31, 2002
Exhibit 99.2 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley
Act of 2002
Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003
Exhibit 99.4* Independent Accountants' Report, dated March 7, 2003, issued
by KPMG LLP
Exhibit 99.5 Administrator's Certificate, dated March 26, 2004
Exhibit 99.6 Independent Accountants' Report, dated March 3, 2004,
issued by KPMG LLP
* Included in the Co-Registrants' Annual Report on Form 10-K for the year
ended December 31, 2002.