SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 25, 2000
USA GROUP SECONDARY MARKET SERVICES, INC.
(Exact name of Registrant as Specified in Charter)
Delaware 333-77301 35-1872185
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(State or Other (Commission (IRS Employer
(Jurisdiction of Incorporation) File Number) Identification No.)
30 South Merdian Street, Indianapolis, Indiana 46204-3503
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (317) 951-5640
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
In connection with the offering of SMS Student Loan Trust 2000-A Floating Rate
Asset Backed Notes, Class A-1 and Class A-2 (the "Senior Notes") pursuant to a
Prospectus dated January 12, 2000 and a Prospectus Supplement dated January 12,
2000, Stroock & Stroock & Lavan LLP has prepared a tax opinion attached hereto
as Exhibit 8.1
The Senior Notes will be issued pursuant to an Indenture (the "Indenture"),
dated as of January 1, 2000, between the SMS Student Loan Trust 2000-A and
Bankers Trust Company, as indenture trustee.
Capitalized terms not defined herein have the meanings assigned in the
Indenture.
Item 7. Financial statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
EXHIBIT NO.
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8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to
federal tax matters
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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.
USA GROUP SECONDARY MARKET
SERVICES, INC. as originator of the Trust
(Registrant)
By: /s/ Cheryl E. Watson
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Name: Cheryl E. Watson
Title: Senior Vice President and
Chief Financial Officer
Date: February 2, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to
federal tax matters
EXHIBIT 8.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
February 2, 2000
USA Group Secondary Market Services, Inc.
30 South Meridian Street
Indianapolis, Indiana 46204-3503
Ladies and Gentlemen:
We have acted as special counsel to USA Group Secondary Market Services, Inc.
(the "Company") in connection with the issuance by the SMS Student Loan Trust
2000-A (the "Trust") of Floating Rate Asset Backed Senior Notes in the initial
aggregate principal amount of $1,158,000,000 (the "Senior Notes") pursuant to
the Indenture (the "Indenture") dated as of January 1, 2000 between the Trust
and Bankers Trust Company as indenture trustee (the "Indenture Trustee"). The
Trust will also issue pursuant to the Indenture Floating Rate Asset Backed
Subordinate Notes in the aggregate principal amount of $42,000,000 (the
"Subordinate Notes" and together with the Senior Notes, the "Notes").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Indenture.
As such counsel, we have examined copies of the Certificate of Incorporation and
Bylaws of the Company, the Registration Statement relating to the Senior Notes
on Form S-3 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended by Amendment No. 1 thereto, the Prospectus
dated January 12, 2000 and the Prospectus Supplement dated January 12, 2000,
relating to the Senior Notes, the Indenture and originals or copies of such
other corporate minutes, records, agreements and other instruments of the
Company, certificates of public officials and other documents and have made such
examinations of law, as we have deemed necessary to form the basis for the
opinions hereinafter expressed. In our examination of such materials, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
copies submitted to us. As to various questions of fact material to such
opinions, we have relied, to the
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USA Group Secondary Market Services, Inc.
February 2, 2000
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others. Our opinions are also
based upon the Internal Revenue Code of 1986, as amended, administrative
rulings, judicial decisions, Treasury regulations and other applicable
authorities. The statutory provisions, regulations and interpretations upon
which our opinion is based are subject to change, and any such change could
apply retroactively. In addition, there can be no assurance that positions
contrary to those stated herein may not be asserted by the Internal Revenue
Service.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein concerning
any law other than the federal laws of the United States of America, and the
laws of the State of New York.
Based upon and subject to the foregoing, we are of the opinion that the
statements set forth in the Prospectus under the heading "Federal Income Tax
Consequences" and in the Prospectus Supplement under the heading "Federal Income
Tax and State Tax Consequences," to the extent they constitute matters of law or
legal conclusions with respect thereto, constitute our opinion with respect to
such matters.
We hereby consent to the filing of this opinion as an exhibit to a Current
Report on Form 8-K filed with the Securities and Exchange Commission under the
Securities Act of 1934, to the references to this firm in the Prospectus and the
related Prospectus Supplement which forms a part of the Registration Statement
and to the filing of this opinion as an exhibit to any application made by or on
behalf of the Company or any dealer in connection with the registration of the
Senior Notes under the securities or blue sky laws of any state or jurisdiction.
In giving such consent, we do not admit hereby that we come within the category
of persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
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STROOCK & STROOCK & LAVAN LLP
