1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 1996 or
-------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(No fee required)
For the transition period from to
------------------- ------------------
Commission file numbers 33-95474, 333-2502
-------------------------------------------------
SLM FUNDING CORPORATION*
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
(*formerly known as Sallie Mae Funding Corporation)
(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,
and the SLM Student Loan Trust 1996-4)
Delaware 23-2815650
- ------------------------------------------- -------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
777 Twin Creek Drive Killeen, Texas 76543
- ------------------------------------------- -------------------------------
(Address of Principal Executive Offices) (Zip Code)
(817) 554 4500
- -------------------------------------------------------------------------------
(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
------------- ----------
No documents are incorporated by reference into this Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: None.
Page 1 of 8
Exhibit Index appears on Page 8
2
This Annual Report on Form 10-K is filed in reliance
upon (1) 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 (2) the
Registrant's filing letter accompanying the Registrant's Current
Reports on Form 8-K filed with the Commission on or about January 26,
1996, March 12, 1996, April 25, 1996, July 31, 1996 and October 29,
1996 in which the Registrant described the manner in which it intended
to file such periodic reports.
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 and the SLM Student Loan Trust 1996-4 (collectively,
the "Trusts") consist solely 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. For more information regarding the property of the Trusts, see the
Annual Statements of Compliance (the "Annual Statements of Compliance")
required by Section 3.2 of the Administration Agreements (the "Administration
Agreements"), dated as of October 26, 1995, March 6, 1996, April 26, 1996, July
9, 1996 and October 3, 1996, by and among the respective Trusts, the Student
Loan Marketing Association (the "Administrator"), Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely as Trustee (the
"Eligible Lender Trustee"), 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"), attached as Exhibit 19.1 hereto.
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.
Page 2 of 8
Exhibit Index appears on Page 8
3
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 1996, the Registrant was a beneficial owner of the
Trusts' Floating Rate Student Loan-Backed Certificates ("Certificates"), and
there was one (1) registered holder of the Certificates, CEDE & Co., as
nominee of The Depository Trust Company ("DTC"). There were seventeen (17)
persons registered on the books of DTC as record owners of Certificates. There
is no established trading market for the Certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 1996, 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 nineteen (19) participant institutions are the record owners of
more than 5% of the Certificates.
- ---------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of
Address of Nature of Class
Beneficial Beneficial
Owner Ownership
- ---------------------------------------------------------------------------
SALLIE MAE STUDENT LOAN TRUST 1995-1
CUSIP 795452AC5 $35,000,000
Floating Rate Chase Manhattan Bank $14,650,000 principal 41.86%
Student Loan- One Chase Manhattan Plaza amount of certificates
Backed Certificates 3B-Proxy Dept
New York, NY 10081
Floating Rate SSB-Custodian $18,500,000 principal 52.86%
Student Loan- c/o ADP Proxy Services amount of certificates
Backed Certificates 51 Mercedes Way
Edgewood, NY 11717
Page 3 of 8
4
SALLIE MAE STUDENT LOAN TRUST 1996-1
CUSIP 795452AF8 $52,500,000
Floating Rate Chase Manhattan Bank $25,000,000 principal 47.62%
Student Loan- One Chase Manhattan Plaza amount of certificates
Backed Certificates 3B-Proxy Dept
New York, NY 10081
Floating Rate Chase/Chemical Bank $25,000,000 principal 47.62%
Student Loan- Auto Settle Dept amount of certificates
Backed Certificates 4 New York Plaza
4th Floor
New York, NY 10004
SLM STUDENT LOAN TRUST 1996-2
CUSIP 78442GAC0 $53,030,000
Floating Rate Bank of New York $3,000,000 principal 5.66%
Student Loan- 925 Patterson Plank Rd amount of certificates
Backed Certificates Secaucus, NJ 07094
Floating Rate Boston Safe Deposit & Trust Co $23,000,000 principal 43.37%
Student Loan- c/o ADP Proxy Services amount of certificates
Backed Certificates 51 Mercedes Way
Edgewood, NY 11717
Floating Rate Chase/Chemical Bank $21,499,000 principal 40.54%
Student Loan- Auto Settle Dept amount of certificates
Backed Certificates 4 New York Plaza
4th Floor
New York, NY 10004
Floating Rate Citibank, N.A. $5,000,000 principal 9.43%
Student Loan- 111 Wall Street amount of certificates
Backed Certificates 20th Floor, Zone 9
New York, NY 10043
SLM STUDENT LOAN TRUST 1996-3
CUSIP 78442GAF3 $52,750,000
Floating Rate Boston Safe Deposit & Trust Co $12,000,000 principal 22.75%
Student Loan- c/o ADP Proxy Services amount of certificates
Backed Certificates 51 Mercedes Way
Edgewood, NY 11717
Floating Rate Chase/Chemical Bank $19,000,000 principal 36.02%
Student Loan- Auto Settle Dept amount of certificates
Backed Certificates 4 New York Plaza
4th Floor
New York, NY 10004
Page 4 of 8
5
Floating Rate Citibank, N.A. $5,000,000 principal 9.48%
Student Loan- 111 Wall Street amount of certificates
Backed Certificates 20th Floor, Zone 9
New York, NY 10043
Floating Rate Huntington National Bank $5,500,000 principal 10.43%
Student Loan- 41 South High Street, 10th Fl amount of certificates
Backed Certificates Columbus, OH 43287
Floating Rate NBD Bank, N.A. $3,000,000 principal 5.69%
Student Loan- 611 Woodward Ave amount of certificates
Backed Certificates Detroit, MI 48226
Floating Rate SSB-Custodian $3,000,000 principal 5.69%
Student Loan- c/o ADP Proxy Services amount of certificates
Backed Certificates 51 Mercedes Way
Edgewood, NY 11717
SLM STUDENT LOAN TRUST 1996-4
CUSIP 78442GAJ5 $52,700,000
Floating Rate Boston Safe Deposit & Trust Co $8,000,000 principal 15.18%
Student Loan- c/o ADP Proxy Services amount of certificates
Backed Certificates 51 Mercedes Way
Edgewood, NY 11717
Floating Rate Chase/Chemical Bank $10,000,000 principal 18.98%
Student Loan- Auto Settle Dept amount of certificates
Backed Certificates 4 New York Plaza
4th Floor
New York, NY 10004
Floating Rate Citibank, N.A. $4,000,000 principal 7.60%
Student Loan- 111 Wall Street amount of certificates
Backed Certificates 20th Floor, Zone 9
New York, NY 10043
Floating Rate Custodial Trust Company $14,300,000 principal 27.13%
Student Loan- 101 Carnegie Center amount of certificates
Backed Certificates Princeton, NJ 08540
Floating Rate NBD Bank, N.A. $9,473,000 principal 17.97%
Student Loan- 611 Woodward Ave amount of certificates
Backed Certificates Detroit, MI 48226
Page 5 of 8
6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Nothing to Report.
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:
Designation Description
----------- -----------
Exhibit 19.1 Annual Statements of Compliance
Exhibit 19.2 Annual Independent Certified Public
Accountant's Report
(b) Reports on Form 8-K. Current Reports on Form 8-K filed with the
Commission on or about January 26, 1996, March 12, 1996, April 25, 1996, July
31, 1996 and October 31, 1996.
Page 6 of 8
7
SIGNATURES
Pursuant to the requirements 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.
Dated: April 10, 1997
SLM FUNDING CORPORATION
By: /s/ Denise B. McGlone
----------------------------
Name: Denise B. McGlone
Title: President and Director
Page 7 of 8
8
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
19.1 Annual Statements of Compliance
19.2 Annual Independent Certified Public
Accountant's Report
Page 8 of 8