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) : MARCH 4, 1999
USA GROUP SECONDARY MARKET SERVICES, INC.
(Exact name of Registrant as Specified in Charter)
DELAWARE 333-63081 35-1872185
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
30 SOUTH MERDIAN STREET, INDIANAPOLIS, INDIANA 46204-3503
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (317) 951-5640
NOT APPLICABLE
(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 1999-A Floating Rate
Asset Backed Notes, Class A-1 and Class A-2 (the "Senior Notes") pursuant to a
Prospectus dated March 1, 1999 and a Prospectus Supplement dated March 4, 1999,
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 February 1, 1999, between the SMS Student Loan Trust 1999-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
<PAGE>
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
Date: March 10, 1999
<PAGE>
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
March 10, 1999
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
1999-A (the "Trust") of Floating Rate Asset Backed Senior Notes in the initial
aggregate principal amount of $636,900,000 (the "Senior Notes") pursuant to the
Indenture (the "Indenture") dated as of February 1, 1999 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 $23,100,000 (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 and Amendment No. 2
thereto, the Prospectus dated March 1, 1999 and the Prospectus Supplement dated
March 4, 1999, 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 extent we deemed appropriate,
upon representations, statements and certificates of officers and
representatives of the Company and others.
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 "Certain Federal Income
Tax Consequences" and in the Prospectus Supplement under the heading "Certain
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
STROOCK & STROOCK & LAVAN LLP
