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PROSPECTUS SUPPLEMENT Filed Pursuant To Rule 424(b)(3)
To Prospectus dated September 8, 2000 and Registration No. 333-80109-03
Prospectus Supplement dated September 8, 2000
$635,000,000
KEYCORP STUDENT LOAN TRUST 2000-B
$150,000,000 FLOATING RATE CLASS A-1 ASSET-BACKED NOTES
$485,000,000 FLOATING RATE CLASS A-2 ASSET-BACKED NOTES
KEY BANK USA, NATIONAL ASSOCIATION
SELLER AND MASTER SERVICER
The Prospectus dated September 8, 2000 and the Prospectus Supplement dated
September 8, 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 Supplement.
Because this Supplement is to be used in connection with offers and sales
related to market-making transactions in the Notes, the following portions of
the Prospectus and the Prospectus Supplement 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 and the sentence on the front cover page of the
Prospectus Supplement with respect to the delivery of the Notes;
(b) the paragraph on the inside front cover page of the Prospectus
Supplement regarding the obligation of dealers to deliver a prospectus and a
prospectus supplement; and
(c) the "Underwriting" section of the Prospectus Supplement.
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This Supplement to the Prospectus and the Prospectus Supplement is to be used by
McDonald Investments in connection with offers and sales from time to time
related to market-making transactions in the Notes 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 Supplement 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 December 12, 2000
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The "Underwriting" section of the Prospectus Supplement is replaced with the
following:
PLAN OF DISTRIBUTION
The Seller does not intend to apply for listing of the Notes on a
national securities exchange, but has been advised by McDonald Investments Inc.
("McDonald Investments") that it may make a market in the Notes. McDonald
Investments is not obligated, however, to make a market in the Notes 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 Notes.
After the initial distribution of the Notes by Deutsche Bank Securities
Inc. 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 Notes. 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 obligations
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 Notes. Specifically, McDonald
Investments may create a short position in the Notes for its own account.
McDonald Investments may bid for and purchase Notes in the open market to cover
such short positions. In addition, McDonald Investments may bid for and purchase
Notes in the open market to stabilize the price of the Notes. These activities
may stabilize or maintain the market price of the Notes 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 Deutsche Bank Securities Inc. and
McDonald Investments.
In the ordinary course of their respective businesses, Deutsche Bank
Securities Inc. 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.
