Item 1. Business. -------- Omitted
Item 2.
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") or the Massachusetts Higher Education Assistance Corporation now doing business as American Student Assistance Guarantor, 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., a Massachusetts non-profit corporation and not reinsured by the Department. See Exhibits 99(a) and 99(c) a Certificate of Pennsylvania Higher Education Assistance Agency, as Servicer of the Registrant, and the Independent Accountant's Report of KPMG Peat Marwick with respect to the activities of the Servicer during the fiscal year ended December 31, 1996, and Exhibits 99(b) and 99(d), 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, 1996.
Item 3.
Item 3. Legal Proceedings. ----------------- The Registrant knows of no material pending legal proceedings involving the Registrant or its property.
Item 4.
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.
Item 5. Market for Registrant's Common Equity and related ------------------------------------------------- Stockholder Matters. -------------------- At December 31, 1996, there were two (2) registered holders of the Registrant's Floating Rate Asset Backed Certificates ("Certificates"), one of which was CEDE & Co., as nominee of The Depository Trust Company ("DTC"). There are two (2) persons 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.
Item 6. Selected Financial Data. ------------------------ Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations. ------------------------------------ Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data. -------------------------------------------- Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on ------------------------------------------------ Accounting and Financial Disclosure. ------------------------------------- None. PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------- Omitted.
Item 11.
Item 11. Executive Compensation. ----------------------- Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and --------------------------------------------------- Management. -----------
As of December 31, 1996, the Certificates were registered in the name of (i) KeyBank, USA and (ii) CEDE & Co., as nominee of DTC. The books of DTC indicate that the two (2) DTC participant institutions listed below are record owner of in excess of five percent (5%) of the Certificates issued by the Registrant. Only such participants, however, know the identity of the beneficial owner of interests in such Certificates.
Name and Address of Amount and Nature Percent Title of Class Beneficial Owner of Beneficial Ownership of Class - -------------- ------------------- ----------------------- --------
Floating Rate Boston Safe Deposit $ 19,000,000. 47.6% Asset & Trust Co. Principal amount Backed c/o Mellon of Certificates Certificates Bank,N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA
Goldman, Sachs & $ 20,491,000. 51.4% Co. Principal amount c/o ADP Proxy of Certificates Services 51 Mercedes Way Edgewood, NY 11717
Item 13.
Item 13. Certain Relationships and Related Transactions. ---------------------------------------------- Omitted.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. --------------------------------------------------------------- (b) Reports on Form 8-K. ------------------- Registrant filed one 8-K dated November 27, 1996, reporting under Item 5 thereof, the regularly quarterly distribution to the holders of the Trust's Floating Rate Asset Backed Certificates and Floating Rate Asset Backed Notes and the distribution of the Certificateholder's Statement and Noteholder's Statement.
(c) Exhibits. -------- The following documents are filed as part of this Annual Report on Form 10-K.
Exhibit Number Description
4(a) Form of Indenture between the Trust and the Indenture Trustee (including as exhibits thereto a form of Floating Rate Asset Backed Note) [incorporated herein by reference to Exhibit 4(a) tothe registration statement on Form S-3, as amended (File No. 333-4274)].
4(b) Form of Amended and Restated Trust Agreement between Key Bank USA, National Association and the Eligible Lender Trustee (including as an exhibit thereto a form of Floating Rate Asset Backed Certificate) [incorporated herein by reference to Exhibit 4(b) to the registration statement on Form S-3, as amended (File No. 333- 4274)].
10(a) Form of Sale and Servicing Agreement among the Seller, PHEAA, the Trust, the Eligible Lender Trustee and the Administrator [incorporated herein by reference to Exhibit 10(a) to the registration statement on Form S-3, as amended (File No. 333-4274)].
10(b) Form of Supplemental Sale and Servicing Agreement among Key Bank USA, National Association, as Seller and Administrator, PHEAA, the Trust, the Eligible Lender Trustee, the Indenture Trustee and The Access SM Group [incorporated herein by reference to Exhibit 10(b) to the registration statement on Form S- 3, as amended (File No. 333-4274)].
10(c) Form of Administration Agreement among the Administrator, the Trust, and the Indenture Trustee [incorporated herein by reference to Exhibit 10(c) to the registration statement on Form S-3, as amended (File No. 333-4274)].
10(d) Form of Guarantee Agreement between the Eligible Lender Trustee on behalf of the Trust and PHEAA [incorporated herein by reference to Exhibit 10(d) to the registration statement on Form S-3, as amended (File No. 333-4274)].
10(e) Form of Guarantee Agreement between the Eligible Lender Trustee on behalf of the Trust and ASA [incorporated herein by reference to Exhibit 10(e) to the registration statement on Form S-3, as amended (File No. 333-4274)].
10(f) Form of Guarantee Agreement among the Eligible Lender Trustee on behalf of the Trust, Key Bank USA, National Bank and TERI [incorporated herein by reference to Exhibit 10(f) to the registration statement on Form S-3, as amended (File No. 333-4274)].
99(a) Servicer's Compliance Certificate
99(b) Administrator's Compliance Certificate
99(c) Independent Accountants' Report of KPMG Peat Marwick
99(d) Independent Auditors' 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 26, 1997
KeyCorp Student Loan Trust 1996-A
By: The First National Bank of Chicago, not in its individual capacity but solely as Eligible Lender Trustee on behalf of the Trust
By: /s/ R. J. Bruner --------------------- Name: R. J. Bruner ------------------ 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 Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report.
INDEX OF EXHIBITS
Exhibit Number Description Page
99(a) Servicer's Compliance 8 Certificate
99(b) Administrator's Compliance 9 Certificate
99(c) Independent Accountant's 10 Report of KPMG Peat Marwick
99(d) Independent Auditor's Report 15 of Ernst & Young