10-K/A 1 sl678146-10ka.txt FORM 10-K/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (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, 2002 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 No.: 333-75952 SLC Student Loan Receivables I, Inc. Delaware 04-3598719 (Depositor) SLC Student Loan Trust - I Delaware 04-6959982 (Issuer of Notes) -------------------------------------------------------------------------------- (Exact Name of Co-Registrants as (State or Other (I.R.S. Employer Specified in their Charters) Jurisdiction of Identification Nos.) Incorporation or Organization) 750 Washington Boulevard Stamford, Connecticut 06901 -------------------------------------------------------------------------------- Address of principal executive office (Zip Code) Registrant's Telephone Number, including area code (203) 975-6923 (203) 975-5018 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 ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K X ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- State the aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrants. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405). Not Applicable Documents Incorporated by Reference: None EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002 is to amend and restate the Form 10-K in its entirety, for the purpose of (a) amending the cover page to indicate that the Notes have not been registered under Section 12(g) of the Act, (b) amending and restating Item 2, (c) replacing Exhibits 99.1 and 99.2 and adding Exhibits 99.5 and 99.6 to the exhibit list in Item 15, and (d) filing (i) a revised Annual Statement regarding the Notes (Exhibit 99.1), (ii) a revised Section 302(a) Certification (Exhibit 99.2), (iii) the Administrator's Certificate, dated March 26, 2004 (Exhibit 99.5) and (iv) the Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP (Exhibit 99.6). PART I Item 1. Business -------- The sole business of SLC Student Loan Receivables I, Inc. (the "Depositor") and SLC Student Loan Trust-I (the "Trust") is to issue asset-backed notes (the "Notes"). These Notes are issued by the Trust backed by student loans first transferred by The Student Loan Corporation (the "Servicer") to the Depositor, and then by the Depositor to the Trust. The Servicer services the loans on behalf of the Trust and provides administrative services to the Trust. Payments received by the Servicer and transferred to the Trust with respect to such loans are used to make payments on the Notes. Item 2. Properties ---------- The Property of the Trust consists solely of student loans originated under the Federal Family Education Loan Program. See Exhibit 99.3, a Certificate of The Student Loan Corporation, as Servicer, with respect to the activities of the Servicer during the fiscal year ended December 31, 2002. See Exhibit 99.5, a Certificate of The Student Loan Corporation, as Administrator, with respect to the activities of the Administrator during the fiscal year ended December 31, 2002. Item 3. Legal Proceedings ----------------- Neither the Depositor nor the Trust knows of any material pending legal proceedings with respect to the Trust, involving the Trust, the Depositor, the Servicer, Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (the "Indenture Trustee"), the Depositor's eligible lender trustee or the Trust assets, other than ordinary routine litigation incidental to the duties of the Indenture Trustee, the Servicer or the Depositor under the Servicing Agreement between the Servicer and the Trust dated as of March 27, 2002. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matter was submitted during the fiscal year covered by this report to a vote of Note Holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. ---------------------------------------------------------------------- Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of the Depository Trust Company. To the knowledge of the Depositor and the Trust, there is no established public trading market for the Notes. Item 6. Selected Financial Data ----------------------- Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations --------------------- Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- Not Applicable. Item 8. Financial Statements and Supplementary Data ------------------------------------------- Exhibit 99.1 is filed as part of this report and listed in Item 15(a) below. This exhibit is also filed as part of this report under this Item 8. 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 -------------------------------------------------- Not Applicable Item 11. Executive Compensation ---------------------- Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management and ------------------------------------------------------------------ Related Stockholder Matters --------------------------- (a) Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a note representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Notes, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 2002. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. At December 31, 2002, the following direct DTC participants held positions in the Notes representing interests in the Trust equal to or exceeding 5% of the total principal amount of each class of Notes on that date: SERIES 2002-1 Class Participant Quantity Percentage ----- ------------- -------- ---------- A-1 Salomon Smith Barney $30,925,000 54.81% Wachovia Bank, N.A. $13,550,000 24.01% Citibank, N.A. $11,950,000 21.18% A-2 Salomon Smith Barney $21,325,000 37.73% J.P. Morgan Chase Bank $20,575,000 36.40% The Bank of New York $ 7,000,000 12.38% Boston Safe Deposit & Trust Co. $ 5,550,000 9.82% A-3 Citibank, N.A. $29,400,000 52.01% Salomon Smith Barney $14,500,000 25.65% J.P. Morgan Chase Bank $12,000,000 21.23% A-4 J.P. Morgan Chase Bank $19,100,000 31.16% Deutsche Bank Trust Company Americas $14,925,000 24.35% Merrill Lynch, Pierce Fenner & Smith Safekeeping $13,350,000 21.78% Morgan Stanley $ 6,800,000 11.09% B-1 Salomon Smith Barney $15,250,000 100.00% SERIES 2002-2 Class Participant Quantity Percentage ----- ----------- -------- ---------- A-5 Salomon Smith Barney $65,350,000 100.00% A-6 Salomon Smith Barney $45,350,000 69.40% The Bank of New York $10,000,000 15.30% J.P. Morgan Chase Bank $10,000,000 15.30% A-7 Merrill Lynch, Pierce Fenner & Smith Safekeeping $34,000,000 52.03% Comerica Bank $25,350,000 38.79% Boston Safe Deposit & Trust Co. $ 6,000,000 9.18% B-2 Salomon Smith Barney $10,150,000 100.00% The address of each above participant is: c/o The Depository Trust Company 55 Water Street New York, New York 10041 (b) Not Applicable (c) Not Applicable (d) Not Applicable Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- (a) Neither the Depositor nor the Trust knows of any transaction or series of transactions to which any of the Depositor, the Trust or the Servicer, in each of their respective capacities, is a party with any holder of Notes who owns of record or beneficially more than five percent of the Notes. (b) Not Applicable (c) Not Applicable Item 14. Controls and Procedures ----------------------- Not Applicable PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ---------------------------------------------------------------- (a) The following are filed as part of this report: Exhibit 99.1 Annual statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2 for the Period ended December 31, 2002 Exhibit 99.2 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003 Exhibit 99.4* Independent Accountants' Report, dated March 7, 2003, issued by KPMG LLP Exhibit 99.5 Administrator's Certificate, dated March 26, 2004 Exhibit 99.6 Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP * Included in the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002. (b) The following Current Reports on Form 8-K were filed by the Registrants during 2002 and through the date hereof: April 3, 2002 July 29, 2002 July 29, 2002 July 30, 2002 September 4, 2002 September 20, 2002 October 25, 2002 November 22, 2002 December 17, 2002 January 22, 2003 February 21, 2003 March 25, 2003 April 21, 2003 May 21, 2003 June 18, 2003 July 17, 2003 August 18, 2003 September 16, 2003 October 16, 2003 November 17, 2003 December 16, 2003 January 16, 2004 February 17, 2004 March 16, 2004 SIGNATURES 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 by the undersigned hereunto duly authorized on this 26th day of March, 2004. SLC Student Loan Receivables I, Inc. BY: /s/ Michael J. Reardon ----------------------------------- Name: Michael J. Reardon Title: Acting Chief Financial Officer 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 Security Holders during the period covered by this Annual Report on Form 10-K and the Co-Registrants do not intend to furnish such materials to Security Holders subsequent to the filing of this report. INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- Exhibit 99.1 Annual statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2 for the Period ended December 31, 2002 Exhibit 99.2 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003 Exhibit 99.4* Independent Accountants' Report, dated March 7, 2003, issued by KPMG LLP Exhibit 99.5 Administrator's Certificate, dated March 26, 2004 Exhibit 99.6 Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP * Included in the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002.