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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-80109-01
PROSPECTUS SUPPLEMENT
To Prospectus dated September 20, 1999 and
Prospectus Supplements dated September 30, 1999 and March 17, 2000
$94,350,000
KEYCORP STUDENT LOAN TRUST 1999-B
$30,000,000 FLOATING RATE CLASS M ASSET BACKED NOTES
$64,350,000 FLOATING RATE ASSET BACKED CERTIFICATES
KEY BANK USA, NATIONAL ASSOCIATION
SELLER AND MASTER SERVICER
The Prospectus dated September 20, 1999 and the Prospectus Supplements dated
September 30, 1999 and March 17, 2000 are hereby amended and supplemented as
indicated below. Terms used herein and not otherwise defined have the meanings
given to them in the Prospectus and the Prospectus Supplements.
Because this Supplement is to be used in connection with offers and sales
related to market-making transactions in the Securities, the following portions
of the Prospectus and the Prospectus Supplements do not apply and are deemed
deleted from such documents to the extent the documents are used for
market-making transactions:
(a) the pricing table and related footnotes on the front cover page of
the Prospectus Supplement dated September 30, 1999 and the sentences on the
front cover page of the Prospectus Supplement dated September 30, 1999 with
respect to the offering, delivery and issuance of the Securities;
(b) the paragraphs on the inside front covers of the Prospectus
Supplements regarding the obligation of dealers to deliver a prospectus and a
prospectus supplement; and
(c) the "Underwriting" section of the Prospectus Supplements.
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This Supplement to the Prospectus and the Prospectus Supplements is to be used
by McDonald Investments in connection with offers and sales from time to time
related to market-making transactions in the Securities in which McDonald
Investments acts as principal. McDonald Investments may also act as agent in
such transactions. Sales will be made at prices related to prevailing prices at
the time of sale. Certain information with respect to the Prospectus and the
Prospectus Supplements will be updated periodically by the incorporation by
reference of filings made on behalf of the Trust pursuant to the Securities and
Exchange Act of 1934, as amended. See "Incorporation of Certain Documents by
Reference" in the Prospectus.
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MCDONALD INVESTMENTS
A KeyCorp Company
Prospectus Supplement dated August 4, 2000
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The "Underwriting" section of the Prospectus Supplements is replaced with the
following:
PLAN OF DISTRIBUTION
The Seller does not intend to apply for listing of the Securities on a
national securities exchange, but has been advised by McDonald Investments Inc.
("McDonald Investments") that it may make a market in the Securities. McDonald
Investments is not obligated, however, to make a market in the Securities and
may discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Securities.
After the initial distribution of the Securities by Credit Suisse First
Boston Corporation and McDonald Investments, the Prospectus and the Prospectus
Supplements may be used by McDonald Investments, a subsidiary of KeyCorp and an
affiliate of the Seller and the Master Servicer, or its successors, in
connection with offers and sales relating to market making transactions in the
Securities. McDonald Investments may act as principal or agent in such
transactions. Such transactions will be at prices related to prevailing market
prices at the time of sale. Any obligation of McDonald Investments are the sole
obligations of McDonald Investments and do not create any obligations on the
part of any affiliate of McDonald Investments. McDonald Investments is a member
of the New York Stock Exchange.
McDonald Investments may engage in transactions that stabilize,
maintain or otherwise affect the price of the Securities. Specifically, McDonald
Investments may create a short position in the Securities for its own account.
McDonald Investments may bid for and purchase Securities in the open market to
cover such short positions. In addition, McDonald Investments may bid for and
purchase Securities in the open market to stabilize the price of the Securities.
These activities may stabilize or maintain the market price of the Securities
above independent market levels. McDonald Investments is not required to engage
in these activities, and may end these activities at any time.
The Trust may, from time to time, invest the funds in the Trust
Accounts in Eligible Investments acquired from Credit Suisse First Boston
Corporation and McDonald Investments.
In the ordinary course of their respective businesses, Credit Suisse
First Boston Corporation and McDonald Investments and their respective
affiliates have engaged and may in the future engage in commercial banking and
investment banking transactions with the Seller and its affiliates.
