UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 27, 2005
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Nelnet, Inc.
(Exact name of registrant as specified in its charter)
Nebraska 001-31924 84-0748903
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 South 13th Street, Suite 201, Lincoln, Nebraska 68508
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(Address of principal executive offices) (ZipCode)
Registrant's telephone number, including area code (402) 458-2370
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Nelnet Student Loan Funding, LLC ("Nelnet Funding"), Nelnet Education
Loan Funding, Inc., NHELP-III, Inc., and EMT Corp. are wholly owned subsidiaries
of National Education Loan Network, Inc. National Education Loan Network, Inc.
is a wholly owned subsidiary of Nelnet, Inc.
On July 27, 2005, Nelnet Student Loan Trust 2005-3 (the "Trust"), of
which Nelnet Funding is the Sponsor, and Zions First National Bank, in its
capacity as Indenture Trustee and as Eligible Lender Trustee, executed and
delivered an Indenture of Trust dated as of July 1, 2005, pursuant to which the
Trust issued $1,343,400,000 of Student Loan Asset-Backed Notes (the "Notes").
The Trust used proceeds from the sale of the Notes to purchase student
loans originated under the Federal Family Education Loan Program from Nelnet
Funding. A portion of the student loans the Trust acquired were purchased from
Nelnet Education Loan Funding, Inc., NHELP-III, Inc., and EMT Corp. by Nelnet
Funding.
A description of the transaction and the documents executed in
connection with the transaction are included in the Trust's Form 8-K (Reg. No.
333-118566-03) filed on August 1, 2005.
SIGNATURES
Pursuant to the requirements 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.
Dated: August 1, 2005
NELNET, INC.
By: /s/ Terry J. Heimes
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Name: Terry J. Heimes
Title: Chief Financial Officer