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) : May 19, 2000
USA GROUP SECONDARY MARKET SERVICES, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 333-93643-01 35-1872185
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(State or Other Jurisdiction (Commission (IRS Employer
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 Notes, Class A-2 Notes and Class B Notes (the
"Notes") pursuant to a Prospectus dated May 15, 2000 and a Prospectus Supplement
dated May 15, 2000, Stroock & Stroock & Lavan LLP has prepared a tax opinion
attached hereto as Exhibit 8.1
The Notes will be issued pursuant to an Indenture (the "Indenture"), dated as of
April 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.
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
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(Registrant)
By: /s/ Cheryl E. Watson
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Name: Cheryl E. Watson
Title: Senior Vice President and
Chief Financial Officer
Date: May 24, 2000
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EXHIBIT INDEX
Exhibit Number Description
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
May 19, 2000
To The Parties Listed on
Schedule A Attached Hereto
Re: SMS Student Loan Trust 2000-B
Ladies and Gentlemen:
You have requested our opinion as special tax counsel to USA Group Secondary
Market Services, Inc. ("SMS") and SMS Student Loan Trust 2000-B, a Delaware
business trust (the "Trust") and counsel for Deutsche Bank Securities Inc., as
representative of the several underwriters, regarding certain United States
federal income tax consequences of the issuance by the Issuer of Floating Rate
Asset Backed Senior Notes in the initial aggregate principal amount of
1,158,000,000 (the "Senior Notes") and 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"), pursuant to the Indenture (the
"Indenture") dated as of April 1, 2000 between the Trust and Bankers Trust
Company, as indenture trustee (the "Indenture Trustee"). Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
In rendering the opinions set forth below, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we
have deemed necessary or advisable for purposes of this opinion, including (a)
the Registration Statement relating to the 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, (b) the Prospectus dated May 15, 2000 and the
Prospectus Supplement dated May 15, 2000, relating to the Notes, (c) the
Indenture, (d) the Servicing Agreement dated as of April 1, 2000 among the
Trust, USA Group Loan Services, Inc., SMS and Bank One, National Association, as
eligible lender trustee (the "Eligible Lender Trustee"), (e) the Trust Agreement
dated as of April 1, 2000 among SMS, Secondary Market Company, Inc. and the
Eligible Lender Trustee, (f) the Administration Agreement dated as of April 1,
2000 among the Trust, SMS and the Indenture Trustee, (g) the Loan Sale Agreement
dated as of April 1, 2000 among the Trust, SMS, Bank One, National Association
("Bank One"), as trustee for SMS, and
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USA Group Secondary Market Services, Inc.
May 19, 2000
Page 2
the Eligible Lender Trustee, (h) the Underwriting Agreement dated May 15, 2000
between SMS and Deutsche Bank Securities Inc., as representative of the several
Underwriters, (collectively with the agreements referred to in clauses (c)
through (g), the "Operative Documents") and (i) forms of the Notes. Our opinions
are also based upon the Internal Revenue Code of 1986, as amended (the "Code"),
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 ("IRS").
In reaching our opinions, we have taken into account that, for financial
accounting purposes, the transfer from SMS to the Trustee may be treated as a
sale.
In addition, in rendering the opinions set forth below, we have made such
investigations of such matters of law as we deemed appropriate as a basis for
the opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all Operative Documents submitted to us as
originals. Our opinions are also based on the assumption that there are no
agreements or understandings with respect to the transactions contemplated in
the documents relating to the above-mentioned transaction other than those
contained in the Operative Documents. Furthermore, our opinions are based on the
assumption that all parties to the Operative Documents will comply with the
terms thereof, including all tax reporting requirements contained therein.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representatives of SMS and
Deutsche Bank Securities Inc. and of public officials and agencies. We have, for
purposes of rendering the opinions, also relied on certain factual, numerical,
and statistical information provided to us by Deutsche Bank Securities Inc.
In our opinion, (i) the Senior Notes and the Subordinate Notes will be treated
as indebtedness for federal income tax purposes; and (ii) the Trust will not be
treated as an association taxable as a corporation or a publicly traded
partnership taxable as a corporation for federal income tax purposes.
The opinions expressed herein are limited as described above, and we do not
express an opinion with respect to any other federal or state law or the law of
any other jurisdiction, except as expressly stated herein. This opinion is
rendered as of the date hereof and we undertake no obligation to update this
opinion or advise you of any changes in the event there is any change in legal
authorities, facts, assumptions or documents on which this opinion is based
(including the taking of any action by any party to the Operative Documents
pursuant to any opinion of counsel
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USA Group Secondary Market Services, Inc.
May 19, 2000
Page 3
or a waiver), or any inaccuracy in any of the representations, warranties or
assumptions upon which we have relied in rendering this opinion unless we are
specifically engaged to do so.
You should be aware that there is no assurance that the IRS would not challenge
the conclusions set forth above. Our opinion also assumes that a court
considering the question would have all facts and legal issues properly
presented to it.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP
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USA Group Secondary Market Services, Inc.
May 19, 2000
Page 4
Schedule A
USA Group Secondary Market Services, Inc.
30 South Meridian Street
Indianapolis, Indiana 46204-3503
Secondary Market Company, Inc.
30 South Meridian Street
Indianapolis, Indiana 46250
Deutsche Bank Securities Inc.,
as representative of the several underwriters
31 West 52nd Street
New York, New York 10019
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Standard & Poor's, a division of
The McGraw-Hill Companies, Inc.
55 Water Street
New York, NY 10041
Krieg DeVault Alexander & Capehart, LLP
2800 One Indiana Square
Indianapolis, Indiana 46204
Bankers Trust Company
Four Albany Street
New York, NY 10006
