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)
OCTOBER 31, 2007
NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 001-31924 84-0748903
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(State or other jurisdiction (Commission (I.R.S. 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) (Zip Code)
Registrant's telephone number, including area code (402) 458-2370
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 31, 2007, First National Life of the USA ("First National
Life"), a wholly owned subsidiary of Nelnet, Inc. (the "Company"), entered into
a Real Estate Purchase Agreement (the "Agreement") with Union Bank and Trust
Company ("Union Bank"). Union Bank is a substantial shareholder of the Company
and is controlled by Michael S. Dunlap, an executive officer, member of the
Board of Directors, and a substantial shareholder of the Company, and Angela L.
Muhleisen, a substantial shareholder of the Company and a sister of Mr. Dunlap.
Mr. Dunlap has a significant ownership interest in Union Bank, and is
non-executive chairman of Union Bank and a member of Union Bank's board of
directors. Ms. Muhleisen also has a significant ownership interest in Union
Bank, and is president and chief executive officer of Union Bank and a member of
Union Bank's board of directors.
The Agreement provides for the sale by First National Life to Union Bank
of a building in Lincoln, Nebraska for $600,000. First National Life currently
leases office space in that building to Union Bank for a total rental amount of
approximately $70,000 per year. Union Title Company, an affiliate of Union Bank,
will serve as escrow closing agent and title insurance agent under the
Agreement. The Agreement is currently expected to close in December 2007,
subject to completion of a due diligence review of the building and necessary
regulatory approvals. A copy of the Agreement is filed as Exhibit 10.1 to this
report and is incorporated herein by reference.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 2, 2007, the Company issued a press release with respect to
its earnings for the quarter ended September 30, 2007, which is furnished as
Exhibit 99.1 to this report. Additional information for the quarter, which is
available on the Registrant's website at www.nelnetinvestors.com, is furnished
as Exhibit 99.2.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On October 31, 2007, the Board of Directors of the Company elected
Kathleen A. Farrell and Kimberly Rath as members of the Board until the
Company's annual meeting of stockholders in May 2008. The Company's Nominating
and Corporate Governance Committee recommended and nominated Ms. Farrell and Ms.
Rath to the Board. The Board has affirmatively determined that Ms. Farrell and
Ms. Rath are independent under the corporate governance standards of the New
York Stock Exchange. In connection with her election to the Board, Ms. Farrell
has been appointed to serve on the Company's Nominating and Corporate Governance
Committee, and Ms. Rath has been appointed to serve on the Company's
Compensation Committee.
There were no arrangements or understandings between Ms. Farrell and Ms.
Rath and any other person pursuant to which Ms. Farrell and Ms. Rath were
elected to serve as a director, and there are and have been no transactions,
either since the beginning of the Company's last fiscal year or currently
proposed, regarding Ms. Farrell and Ms. Rath that are required to be disclosed
under Item 404(a) of Regulation S-K.
Non-Employee Directors of the Company are compensated for each Board
meeting and committee meeting attended. The Company also pays an annual retainer
of $50,000 to Non-Employee Directors. An additional annual retainer of $10,000
is paid to Non-Employee Directors who serve on each of the Audit Committee, the
Compensation Committee, the Nominating and Corporate Governance Committee, or
the Executive Committee, as applicable. Pursuant to the Company's director
compensation policy, Ms. Farrell and Ms. Rath will each receive pro rata cash
retainers of $29,167 and $5,833 in connection with serving as a director and on
a committee of the Board from their election and appointment until the Company's
annual meeting of stockholders in May 2008, respectively. In addition, each will
receive a fee of $1,000 for each Board meeting attended and $1,000 for each
committee meeting attended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed or furnished as part of
this report:
Exhibit
No. Description
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10.1 Real Estate Purchase Agreement dated as of October 31, 2007
between Union Bank and Trust Company and First National Life
of the USA
99.1 Press Release dated November 2, 2007 - "Nelnet Reports Strong
Fee-based Revenue Growth"
99.2 Additional Information Available on the Registrant's Website
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: November 2, 2007
NELNET, INC.
By: /s/ TERRY J. HEIMES
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Name: Terry J. Heimes
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Real Estate Purchase Agreement dated as of October 31,
2007 between Union Bank and Trust Company and First
National Life of the USA
99.1 Press Release dated November 2, 2007 - "Nelnet Reports Strong
Fee-based Revenue Growth"
99.2 Additional Information Available on the Registrant's Website