Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
The property of Education Funding Capital Trust - II (the “Trust”) consists solely of education loans to students and parents of students made under the Federal Family Education Loan Program, funds collected in respect thereof and monies on deposit in certain trust accounts together with rights to receive payments under certain swap transactions.
On an annual basis, the Trust is required to provide statements of compliance of its servicers and administrators. The Annual Statements of Compliance for the Trust of the Master Servicer and the Administrator and the Independent Accountant’s reports regarding the activities of the Master Servicer and Administrator are attached as Exhibits 99.1, 99.2, and 99.3 hereto. Great Lakes Educational Loan Services, Inc., and ACS Education Services, Inc. act as subservicers for the education loans owned by the Trust pursuant to subservicing agreements with the Master Servicer. See Exhibit 99.4, a Certificate of Great Lakes Educational Loan Services, Inc., and Exhibit 99.5, a Certificate of ACS Education Services, Inc., as to the activities of the subservicers.
Item 3.
Item 3. Legal Proceedings.
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II.
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
At December 31, 2003, there was one (1) registered holder of the Trusts’ Education Loan-Backed Notes (“Notes”), CEDE & Co., as nominee of The Depository Trust Company (“DTC”). At December 31, 2003, there were 43 persons registered on the books of DTC as record owners of the Notes. There is no established trading market for the Notes.
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 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Omitted.
Item 8.
Item 8. Financial Statement and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
PART III.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
At December 31, 2003, the Notes issued by the Trust were registered in the name of CEDE and Co., as nominee of DTC. The books of DTC indicate that the direct participating institutions listed below are the only owners of in excess of five percent (5%) of the Notes issued by the Trust. Only such participants, however, know the identity of the beneficial owners of the Notes.
EDUCATION FUNDING CAPITAL TRUST-II
CUSIP 28140EAA9 $80,000,000
CUSIP 28140EAB7 $144,000,000
CUSIP 28140EACS $276,000,000
CUSIP 28140EAD3 $75,000,000
CUSIP 28140EAF8 $100,000,000
Item 13.
Item 13. Certain Relationships and Related Transactions.
None.
Item 14.
Item 14. Principal Accounting Fees and Services.
Omitted.
PART IV.
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(3) Exhibits. The following documents are filed as exhibits to this Annual Report on Form 10-K:
Designation
Description
Exhibit 99.1
Annual Statement of Compliance of the Administrator
Exhibit 99.2
Annual Statement of Compliance of the Master Servicer
Exhibit 99.3
Annual Independent Certified Public Accountant’s Report
Exhibit 99.4
Annual Statement of Compliance of Great Lakes Educational Loan Services, Inc.
Exhibit 99.5
Annual Statement of Compliance of ACS Education Services, Inc.
Exhibit 99.6
Certification Pursuant to Rule 15d-14(d)
(b) Reports on Form 8-K. The Trust filed sixteen (16) Current Reports on Form 8-K with the Commission during the period covered by this report in connection with regularly scheduled distributions by the Trust. Such reports were filed as follows (Items reported for each were Items 5 and 7):
Date
• May 15, 2003;
• May 30, 2003;
• June 13, 2003;
• June 30, 2003;
• July 15, 2003;
• July 31, 2003;
• August 15, 2003;
• August 29, 2003;
• September 15, 2003;
• September 30, 2003;
• October 15, 2003;
• October 31, 2003;
• November 14, 2003;
• November 28, 2003;
• December 15, 2003; and
• December 31, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
99.1
Annual Statement of Compliance of the Administrator
99.2
Annual Statement of Compliance of the Master Servicer
99.3
Annual Independent Certified Public Accountant’s Report
99.4
Annual Statement of Compliance of Great Lakes Educational Loan Services, Inc.
99.5
Annual Statement of Compliance of ACS Education Services, Inc.
99.6
Certification Pursuant to Rule 15d-14(d)