<PAGE>
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 3, 2000
USA EDUCATION, INC.
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE File No. 001-13251 52-2013874
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
11600 Sallie Mae Drive, Reston, Virginia 20153
---------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (703) 810-3000
--------------
Not Applicable
-------------------------------------------------------------
(former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On October 3, 2000, USA Education, Inc. consummated the issuance of
$500,000,000 of Senior Notes due September 16, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Form Financial Information:
Not applicable.
(c) Exhibits:
1.1 Underwriting Agreement, dated as of September 28,
2000, between USA Education, Inc. and Goldman, Sachs
& Co. and Salomon Smith Barney Inc., as
representatives of the underwriters;
1.4 Pricing Agreement, dated September 28, 2000, between
USA Education, Inc. and Goldman, Sachs & Co. and
Salomon Smith Barney Inc., as representatives of the
underwriters;
4.1 Indenture, dated as of October 1, 2000, between USA
Education, Inc. and The Chase Manhattan Bank, as
trustee;
4.1.1 First Supplemental Indenture, dated as of October 3,
2000, between USA Education, Inc. and The Chase
Manhattan Bank, as trustee; and
4.1.2 Global Certificates for $500,000,000 of Senior Notes
Due 2002.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
USA Education, INC.
By: ______________________________
Name: John F. Remondi
Title: Senior Vice President & Treasurer
Dated: October 5, 2000
-3-
<PAGE>
USA EDUCATION, INC.
Form 8-K
CURRENT REPORT
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
1.1 Underwriting agreement, dated as of September 28, 2000, between
USA Education, Inc. and Goldman, Sachs & Co. and Salomon Smith
Barney Inc., as representatives of the underwriters;
1.4 Pricing agreement, dated September 28, 2000, between USA
Education, Inc. and Goldman, Sachs & Co. and Salomon Smith Barney
Inc., as representatives of the underwriters;
4.1 Indenture, dated as of October 1, 2000, between USA Education,
Inc. and The Chase Manhattan Bank, as trustee;
4.1.1 First Supplemental Indenture, dated as of October 3, 2000,
between USA Education, Inc. and The Chase Manhattan Bank, as
trustee; and
4.1.2 Global Certificates for $500,000,000 of Senior Notes Due 2002.
</TABLE>
-4-