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"), 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
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.
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, 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.
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.
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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, 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.
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.
(a)(1) FINANCIAL STATEMENTS Not Applicable.
(a)(2) FINANCIAL STATEMENT SCHEDULES Not Applicable. Page 5 of 14
(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
Page 7 of 14
Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report.
Page 8 of 14
INDEX OF EXHIBITS
Page 9 of 14
EXHIBIT 99(a) KEYCORP STUDENT LOAN TRUST 1999-B OFFICER'S CERTIFICATE
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 Page 10 of 14
EXHIBIT 99(b) KEYCORP STUDENT LOAN TRUST 1999-B OFFICER'S CERTIFICATE
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
Page 11 of 14
EXHIBIT 99(c) KEYCORP STUDENT LOAN TRUST 1999-B OFFICER'S CERTIFICATE
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
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 Page 14 of 14
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