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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20659
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(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, 1999
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 Number: 333-80109
----------
KEYCORP STUDENT LOAN TRUST 1999-B
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-4318790
- ------------------------------------ -------------------
STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
C/O KEY BANK USA, NATIONAL ASSOCIATION, AS ADMINISTRATOR, 800 SUPERIOR AVE,
- -------------------------------------------------------------------------------
ATTN: DEBRA FRONIUS, CLEVELAND, OHIO 44114
- ----------------------------------------- -----------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (216) 828-9353
--------------
Securities Registered pursuant to Section 12(b) of the Act: None
--------------
Securities Registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12 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 [ ]
The registrant has no officer, director or beneficial owner of more
than 10% of equity securities to whom Section 16(a) of the Act applies and
consequently Item 405 of Regulation S-K does not apply.
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.
No documents are incorporated by reference into this Form 10-K.
Exhibit Index on Page 8
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99B
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This Annual Report on Form 10-K is filed in reliance upon certain no
action letters, including a letter dated May 9, 1997, issued by the Chief
Counsel, Division of Corporate Finance of the Securities and Exchange Commission
relating to the KeyCorp Student Loan Trust 1996-A, Registration No. 333-4274,
stating that the Division will not object if the Registrant files reports
pursuant to Sections 13 and 15(d) of the Securities Exchange Act in the manner
described in a letter dated April 28, 1997, to the Office of Chief Counsel on
behalf of the Registrant. Accordingly, certain items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. BUSINESS.
Omitted.
Item 2. PROPERTIES.
The property of the Registrant consists solely of student loans
that are either (i) guaranteed as to the payment of principal and
interest by the Pennsylvania Higher Education Assistance Agency
("PHEAA"), Nebraska Student Loan Program ("NSLP"), California
Student Aid Commission ("CSAC"), United Student Aid Fund ("USAF"),
New York State Higher Education Services Corporation ("HESC"),
Educational Credit Management Corporation ("ECMC"), Great Lakes
Higher Education Guaranty Corporation ("GLHEC") or the
Massachusetts Higher Education Assistance Corporation now doing
business as American Student Assistance ("ASA"), and are reinsured
by the United States Department of Education (the "Department") or
(ii) guaranteed as to the payment of principal and interest by The
Education Resources Institute, Inc., ("TERI") or HEMAR Insurance
Corporation of America ("HICA"), each a private guarantor and are
not reinsured by the Department or (iii) are non-guaranteed and
not reinsured by the Department.
See Exhibit 99(a) a Certificate of Key Bank USA, National
Association, as Master Servicer of the Registrant with respect to
the activities of the Master Servicer during the fiscal year ended
December 31, 1999,
See Exhibit 99(b) a Certificate of Pennsylvania Higher Education
Assistance Agency, as Subservicer of the Registrant with respect
to the activities of the Subservicer during the fiscal year ended
December 31, 1999,
See Exhibit 99(c) a Certificate of Great Lakes Educational Loan
Services, Inc. ("Great Lakes"), as Subservicer of the Registrant
with respect to the activities of the Subservicer during the
fiscal year ended December 31, 1999 and
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99B
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See Exhibits 99(d) and 99(f) a Certificate of KeyBank USA,
National Association, as Administrator of the Registrant, and the
Independent Auditor's Report of Ernst & Young with respect to the
activities of the Administrator during the fiscal year ended
December 31, 1999.
See Exhibit 99(e) a Certificate of Bank One, National Association,
as Issuer of the Registrant respect to the activities of the
Issuer during the fiscal year ended December 31, 1999
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.
No matters were submitted to Certificateholders for a vote during
the fiscal year covered by this Annual Report.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
At December 31, 1999, there were two (2) registered holders of the
Registrant's Floating Rate Asset Backed Certificates
("Certificates") (i) Key Bank USA, National Association and (ii)
CEDE & Co., as nominee of The Depository Trust Company ("DTC"). At
December 31, 1999, there was one (1) person registered on the
books of DTC as record owner of Certificates. There is no
established public market in which the Certificates are traded.
Item 6. SELECTED FINANCIAL DATA.
Omitted.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Omitted.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
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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.
Omitted.
Item 11. EXECUTIVE COMPENSATION.
Omitted.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of December 31, 1999, the Certificates were registered in the
name of (i) Key Bank USA, National Association and (ii) CEDE &
Co., as nominee of DTC. As of December 31, 1999, the books of DTC
indicate that the one (1) DTC participant institution listed below
was the record owner of in excess of five percent (5%) of the
Certificates issued by the Registrant. Only such participant,
however, knows the identity of the beneficial owners of interests
in such Certificates.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------------------ ------------------------------------ ---------------------------------- ---------
Floating Rate Asset Backed Credit Suisse First Boston $ 65,000,000. Principal amount 100.00
Certificates Corporation of Certificates
C/O ADF Proxy Services
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)(1) FINANCIAL STATEMENTS
Not Applicable.
(a)(2) FINANCIAL STATEMENT SCHEDULES
Not Applicable.
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(b) REPORTS ON FORM 8-K FILED DURING 1999:
8-K filed on October 12, 1999.
(c) EXHIBITS. The following documents are filed as part of
this Annual Report on Form 10-K.
EXHIBIT NUMBER DESCRIPTION
1(a) Note Underwriting Agreement between Key Bank USA,
National Association and Credit Suisse First
Boston Corporation, dated September 30, 1999
[incorporated herein by reference to Exhibit 1.1
to the Current Report on Form 8-K dated October
12, 1999 (File No. 333-80109)].
1(b) Certificate Underwriting Agreement between Key
Bank USA, National Association and Credit Suisse
First Boston Corporation, dated September 30, 1999
[incorporated herein by reference to Exhibit 1.2
to the Current Report on Form 8-K dated October
12, 1999 (File No. 333-80109)].
4(a) Indenture between KeyCorp Student Loan Trust
1999-B (the "Trust") and Bankers Trust Company
(the "Indenture Trustee"), dated as of September
1, 1999 (including as exhibits thereto a form of
Floating Rate Asset Backed Note) [incorporated
herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K dated October 12, 1999 (No.
333-80109)].
4(b) Amended and Restated Trust Agreement between Key
Bank USA, National Association and Bank One,
National Association (the "Eligible Lender
Trustee"), dated as of September 1, 1999,
(including as an exhibit thereto a form of
Floating Rate Asset Backed Certificate)
[incorporated herein by reference to Exhibit 4.2
to the Current Report on Form 8-K dated October
12, 1999 (File No. 333-80109)].
4(c) Sale and Servicing Agreement among Key Bank USA,
National Association (as Seller, Administrator and
Master Servicer), the Trust and the Eligible
Lender Trustee, dated as of September 1, 1999
[incorporated herein by reference to Exhibit 4.3
to the Current Report on Form 8-K dated October
12, 1999 (File No. 333-80109)].
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4(d) Administration Agreement among the Administrator,
the Trust, and the Indenture Trustee, dated as of
September 1, 1999 [incorporated herein by
reference to Exhibit 99.1 to the Current Report on
Form 8-K dated October 12, 1999 (File No.
333-80109)].
99(a) Master Servicer's Compliance Certificate, Key
Bank USA, National Association.
99(b) Subservicer's Compliance Certificate from
Pennsylvania Higher Education Assistance
Agency ("PHEAA").
99(c) Subservicer's Compliance Certificate from Great
Lakes Educational Loan Services, Inc.
("Great Lakes").
99(d) Administrator's Compliance Certificate.
99(e) Issuer's Compliance Certificate.
99(f) Independent Auditor's Report of Ernst & Young.
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 of the undersigned, thereunto duly authorized.
Date: March 29, 2000
KEYCORP STUDENT LOAN TRUST 1999-B
BY: BANK ONE, NATIONAL ASSOCIATION, NOT IN
ITS INDIVIDUAL CAPACITY BUT SOLELY AS
ELIGIBLE LENDER TRUSTEE ON BEHALF OF
THE TRUST
by: /S/ JEFFREY L. KINNEY
--------------------------------
Name: Jeffrey L. Kinney
--------------------------------
Title: Vice President
--------------------------------
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 Certificateholders during the period covered by this
Annual Report on
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Form 10-K and the Registrant does not intend to furnish such materials to
Certificateholders subsequent to the filing of this report.
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INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE
99(a) Master Servicer's Compliance Certificate 9
--
99(b) Subservicer's Compliance Certificate PHEAA 10
--
99(c) Subservicer's Compliance Certificate Great Lakes 11
--
99(d) Administrator's Compliance Certificate 12
--
99(e) Issuer's Compliance Certificate 13
--
99(f) Independent Auditor's Report of 14
--
Ernst & Young
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EXHIBIT 99(a)
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Bank One, National Association Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, Illionois 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN: Corporate Trust & Agency Group
Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
Pursuant to Section 4.09 of the Sale and Servicing Agreement among Key Bank USA,
National Association, as Seller, Master Servicer and Administrator, the Trust,
and Bank One, National Association, as Eligible Lender Trustee, dated as of
September 1, 1999 (the "Agreement"), the undersigned hereby certifies that (i) a
review of the activities of the Master Servicer from inception of the Trust,
through December 31, 1999, and of its performance under the Agreement has been
made, and (ii) to the best of our knowledge, based on our review, the Master
Servicer has fulfilled all its obligations under the Agreement throughout such
period.
Key Bank USA, National Association,
as Master Servicer
by:
/ S/ RANDALL M. BEHM
------------------------------------
Date: March 29, 2000 Randall M. Behm
Senior Vice President
by
/S/ DARLENE H DIMITRIJEVS
------------------------------------
Darlene H. Dimitrijevs, CPA
Senior Vice President
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EXHIBIT 99(b)
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Bank One National Association Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, Illinois 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN Corporate Trust & Agency Group
Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
Key Bank USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
Pursuant to Section 3.08 of the Subservicing Agreement between Key Bank USA,
National Association as Master Servicer and Pennsylvania Higher Education
Assistance Agency, as Subservicer, dated as of September 1, 1999 (the
"Agreement"), the undersigned hereby certifies that (i) a review of the
activities of the Subservicer from the inception of the Trust through December
31, 1999, and of its performance under the Agreement has been made, and (ii) to
the best of the undersigned's knowledge, based on the review, the Subservicer
has fulfilled all its obligations under the Agreement throughout such period
PENNSYLVANIA HIGHER EDUCATION
ASSISTANCE AGENCY, Subservicer
Date: February 15, 2000 by: /S/ ERNEST P. BEARDSLEY
--------------------------------
Name: Ernest P. Beardsley
Title: Senior Vice President
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EXHIBIT 99(c)
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Bank One N.A. Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, Illinois 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN Corporate Trust & Agency
Group
Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
Key Bank, USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
Pursuant to Section 3.08 of the Subservicing Agreement between Key Bank USA,
National Association as Master Servicer and Great Lakes Educational Loan
Services, Inc. As Subservicer, dated September 1, 1999 (the "Agreement"), the
undersigned hereby certifies that (i) a review of the activities of the
Subservicer from the inception of the Trust through December 31, 1999, and of
its performance under the Agreement has been made, and (ii) to the best of the
undersigned's knowledge, based on the review, the Servicer has fulfilled all its
obligations under the Agreement throughout such period
Great Lakes Educational Loan Services, Inc.
Date: December 31, 1999 by: /S/_MICHAEL J. NOACK
-------------------------
Name: Michael J. Noack
Title: Secretary
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EXHIBIT 99(d)
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Bank One, National Association Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, Illinois 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN: Corporate Trust & Agency Group
Structured Finance
(312) 407-0192 (212) 250-6501
fax (312) 407-1708 fax (212) 250-6439
Pursuant to Section 4.09 of the Sale and Servicing Agreement among Key Bank USA,
National Association, as Seller, Master Servicer and Administrator, the Trust,
and Bank One, National Association, as Eligible Lender Trustee, dated as of
September 1, 1999 (the "Agreement"), the undersigned hereby certifies that (i) a
review of the activities of the Administrator from inception of the Trust,
through December 31, 1999, and of its performance under the Agreement has been
made, and (ii) to the best of our knowledge, based on our review, the
Administrator has fulfilled all its obligations under the Agreement and the
related Administration Agreement respectively throughout such period.
Key Bank USA, National Association,
as Administrator
by:
/S/ RANDALL M. BEHM
----------------------------------
Date: March 29, 2000 Randall M. Behm
Senior Vice President
by;
/S/ DARLENE
----------------------------------
Darlene H. Dimitrijevs, CPA
Senior Vice President
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EXHIBIT 99(e)
KEYCORP STUDENT LOAN TRUST 1999-B
OFFICER'S CERTIFICATE
Banker's Trust Company
Four Albany Street
New York, New York 10006
ATTN: Corporate Trust & Agency Group
Structured Finance
(212) 250-6501
fax (212) 250-6439
Pursuant to Section 3.09 of the Indenture the undersigned hereby certifies that
(i) a review of the actifities of the Issuer from Inception of the Trust,
through December 31, 1999, and of its performance under the Indenture has been
made, and (ii) to the best of our knowledge, based on our review, the Issuer has
fulfilled all its obligations under the Indenture throughout such period.
KEYCORP STUDENT LOAN TRUST 1999-B, as Issuer
by: Bank One N.A.
as Eligible Lender Trustee
by: /S/ JEFFREY L. KINNEY
------------------------------
Date: March 1, 2000 Jeffrey L. Kinney
Vice President
Key Bank, USA, National Association
800 Superior Ave, 4th Floor
Cleveland, OH 44114
ATTN: Senior Vice President
Key Education Resources
(216) 828-9342
fax (216) 828-9416
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EXHIBIT 99(f)
INDEPENDENT ACCOUNTANT'S REPORT
FOR KEYCORP STUDENT LOAN TRUST 1999-B
We have examined management's assertion, included in its representation letter
dated March 3, 2000 that Key Bank USA, National Association (KBUSA), a wholly
owned subsidiary of KeyCorp, complied with sections 4.04, 4.08(a), 4.08(b),
4.08(c), 5.06, 5.07 and 5.08 of the KeyCorp Student Loan Trust 1999-B Sale and
Servicing Agreement and sections 1.(a)(xx), 1.(b)(iii), 2 and 3 of the KeyCorp
Student Loan Trust 1999-B Administration Agreement (collectively, the
"Agreements") as of December 31, 1999 and for the period from September 30, 1999
through December 31, 1999. As discussed in the representation letter, management
is responsible for KBUSA's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about KBUSA's
compliance based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about KBUSA's compliance with
those requirements and performing such other procedures as we considered
necessary in the circumstances, our examination assumed the accuracy of reports
prepared by KBUSA's student loan processor. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on KBUSA's compliance with the aforementioned requirements.
In our opinion, assuming the accuracy of reports prepared by KBUSA's student
loan processor, management's assertion that KBUSA was in compliance with the
sections in the Agreements referred to above, as of December 31, 1999 and for
the period from September 30, 1999 through December 31, 1999, is fairly stated,
in all material respects.
This report is intended solely for your information and is not to be referred to
or distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreements or in the exhibits attached thereto.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 3, 2000