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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, 2003
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: 333-62624-03
KEYCORP STUDENT LOAN TRUST 2002-A
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-1636567
- ------------------------------------ -------------------
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
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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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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 Key Bank USA and said Trust. 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"), Great Lakes Higher Education Guaranty Corporation
("GLHEC"), Nebraska Student Loan Program ("NSLP"), California
Student Aid Commission ("CSAC"), United Student Aid Fund ("USAF"),
New York State Higher Education Services Corporation ("NYHESC"),
Educational Credit Management Corporation ("ECMC"),Michigan Higher
Education Assistance Agency ("MHEAA"), Connecticut Student Loan
Foundation ("CSLF"), 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, 2003.
See Exhibit 99(b) and 99(f), a Certificate of Pennsylvania Higher
Education Assistance Agency, as Subservicer of the Registrant with
respect to the activities of the Subservicer during the calendar
year ended December 31, 2003.
See Exhibit 99(c) and 99(g), 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 calendar year ended December 31, 2003.
See Exhibit 99(d) and 99(h), a Certificate of Key Bank USA,
National Association, as Administrator of the Registrant with
respect to the activities of the Administrator during the fiscal
year ended December 31, 2003.
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See Exhibit 99(e), a Certificate of the Registrant, through
JPMorgan Chase Bank as successor to Bank One, National
Association, as Eligible Lender Trustee of the Registrant with
respect to the activities of the Registrant as Issuer during the
fiscal year ended December 31, 2003.
See Exhibit 99(i), the Independent Accountant's Report of KPMG LLP
with respect to the activities of Key Education Resources-Boston
during the calendar year ended December 31, 2003.
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 Noteholders for a vote during the
fiscal year covered by this Annual Report. Aside from the single
class of $0 principal and 0% interest certificates issued to the
Depositor, which represents its residual interest in the Trust's
assets, the Registrant did not issue any Certificates; it only
issued Floating Rate Asset Backed Notes.
PART II
Item 5. Market for Registrant's Common Equity and related Stockholder
------------------------------------------------------------------
Matters.
--------
Not applicable; Aside from the single class of $0 principal and 0%
interest certificates issued to the Depositor, which represents
its residual interest in the Trust's assets, the Registrant did
not issue any Certificates; it issued only Floating Rate Asset
Backed Notes.
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.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
---------------------
None.
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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.
--------------------------------------------------------------
Not applicable; Aside from the single class of $0 principal and 0%
interest certificates issued to the Depositor, which represents
its residual interest in the Trust's assets, the Registrant did
not issue any Certificates; it issued only Floating Rate Asset
Backed Notes.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
Not applicable; Aside from the single class of $0 principal and
0% interest certificates issued to the Depositor, which
represents its residual interest in the Trust's assets, the
Registrant did not issue any Certificates; it issued only
Floating Rate Asset Backed Notes.
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.
(b) Reports on Form 8-K filed during the last quarter of 2003:
8-K dated November 28, 2003, reporting under Item 5 thereof, the
regular quarterly distribution to the holders of the Trust's
Floating Rate Asset Backed Notes and the distribution of the
Noteholder's Statement.
(c) Exhibits. The following documents are filed as part of this
Annual Report on Form 10-K.
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EXHIBIT NUMBER DESCRIPTION
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 Accountant's Report of KPMG LLP regarding PHEAA
99(g) Independent Auditor's Report of Ernst & Young regarding Great
Lakes
99(h) Independent Auditor's Report of Ernst & Young
99(i) Independent Accountant's Report of KPMG LLP regarding Key
Education Resources-Boston
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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 19, 2004
KEYCORP STUDENT LOAN TRUST 2002-A
BY: KEY BANK USA, NATIONAL ASSOCIATION,
AS ADMINISTRATOR, ON BEHALF OF THE TRUST
By: /S/ DARLENE H. DIMITRIJEVS
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Name: Darlene H. Dimitrijevs
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Title: Senior Vice President
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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 Form 10-K and the Registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report. There
are no Certificateholders.
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KEYCORP STUDENT LOAN TRUST 2002-A
CERTIFICATION
I, Darlene H. Dimitrijevs, hereby certify that I am a Senior Vice President of
Key Bank USA, National Association, the Master Servicer and Administrator of
KeyCorp Student Loan Trust 2002-A and as such, I certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect
of periods included in the year covered by this annual report, of
KeyCorp Student Loan Trust 2002-A (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Eligible Lender Trustee and the
Indenture Trustee by the Administrator under the related Sale and
Servicing Agreement, or similar agreement, for inclusion in these
reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the related Sale and Servicing Agreement, or similar
agreement, and based upon my knowledge and the annual compliance
review required under that agreement, and except as disclosed in the
reports, the Master Servicer has fulfilled its obligations under that
agreement; and
5. The reports disclose all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards
based upon the report provided by an independent public accountant,
after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar procedure, as set
forth in the related Sale and Servicing Agreement, or similar
agreement, that is included in these reports.
In giving the certification above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Pennsylvania Higher
Education Assistance Agency, Great Lakes Educational Loan Services, Inc.,
JPMorgan Chase Bank as successor in interest to Bank One National Association,
as Eligible Lender Trustee, and JPMorgan Chase Bank, as Indenture Trustee.
Date: February 19, 2004 /S/ DARLENE H. DIMITRIJEVS
--------------------------
Darlene H. Dimitrijevs
Senior Vice President
Key Bank USA, National Association
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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 Accountant's Report of KPMG LLP 14
regarding PHEAA
99(g) Independent Auditor's Report of Ernst & Young 19
Regarding Great Lakes
99(h) Independent Auditor's Report of Ernst & Young 23
99(i) Independent Accountant's Report of KPMG LLP 25
regarding Key Education Resources-Boston