Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
The property of the Registrant consists solely of student loans that are either (i) guaranteed as to the payment of principal and interest by the Pennsylvania Higher Education Assistance Agency ("PHEAA"), Nebraska Student Loan Program ("NSLP"), California Student Aid Commission ("CSAC"), United Student Aid Fund ("USAF"), New York State Higher Education Services Corporation ("HESC"), Educational Credit Management Corporation ("ECMC"), Great Lakes Higher Education Guaranty Corporation ("GLHEC"), Michigan Higher Education Assistance Agency ("MHEAA") or the Massachusetts Higher Education Assistance Corporation now doing business as American Student Assistance ("ASA"), and are reinsured by the United States Department of Education (the "Department") or (ii) guaranteed as to the payment of principal and interest by The Education Resources Institute, Inc. ("TERI") a private guarantor and are not reinsured by the Department or (iii) are non-guaranteed and not reinsured by the Department.
See Exhibit 99(a), a Certificate of Key Bank USA, National Association, as Master Servicer of the Registrant with respect to the activities of the Master Servicer during the fiscal year ended December 31, 2003.
See Exhibits 99(b) and 99(f), a Certificate of Pennsylvania Higher Education Assistance Agency, as Subservicer of the Registrant, and the Independent Accountant's Report of KPMG LLP with respect to the activities of such Subservicer during the calendar year ended December 31, 2003.
See Exhibits 99(c) and 99(g), a Certificate of Great Lakes Educational Loan Services, Inc. ("Great Lakes"), as Subservicer of the Registrant, and the Independent Accountant's Report of Ernst & Young with respect to the activities of the Subservicer during the calendar year ended December 31, 2003.
See Exhibits 99(d) and 99(h), a Certificate of Key Bank USA, National
Page 3 of 24
Association, as Administrator of the Registrant, and the Independent Auditor's Report of Ernst & Young with respect to the activities of the Administrator during the fiscal year ended December 31, 2003.
See Exhibit 99(e), a Certificate of the Registrant, through JPMorgan Chase Bank, as successor in interest to Bank One, National Association, as Eligible Lender Trustee of the Registrant with respect to the activities of the Registrant as Issuer during the fiscal year ended December 31, 2003.
Item 3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings involving the Registrant or its property.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to Noteholders for a vote during the fiscal year covered by this Annual Report aside from the single class of $0 principal and 0% interest Certificates issued to the Depositor, which represents its residual interest in the Trust's assets, the Registrant did not issue any Certificates; it only issued Floating Rate Asset Backed Notes.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and related Stockholder Matters.
Not Applicable; aside from the single class of $0 principal and 0% interest Certificates issued to the Depositor, which represents its residual interest in the Trust's assets, the Registrant did not issue any Certificates; it issued only Floating Rate Asset Backed Notes.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Page 4 of 24 None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable; aside from the single class of $0 principal and 0% interest Certificates issued to the Depositor, which represents its residual interest in the Trust's assets, the Registrant did not issue any Certificates, it issued only Floating Rate Asset Backed Notes.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable; aside from the single class of $0 principal and 0% interest Certificates issued to the Depositor, which represents its residual interest in the Trust's assets, the Registrant did not issue any Certificates, it issued only Floating Rate Asset Backed Notes.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) Financial Statements Not Applicable.
(a)(2) Financial Statement Schedules Not Applicable.
(b) Reports on Form 8-K filed during the last quarter of 2003: 8-K dated November 25, 2003, reporting under Item 5 thereof, the regular quarterly distribution to the holders of the Trust's Floating Rate Asset Backed Notes and the distribution of the Noteholder's Statement.
(c) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K.
Page 5 of 24
Page 6 of 24
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
Date: March 19, 2004 KEYCORP STUDENT LOAN TRUST 2000-A
BY: KEY BANK USA, NATIONAL ASSOCIATION, AS ADMINISTRATOR, ON BEHALF OF THE TRUST
By: /S/ DARLENE H. DIMITRIJEVS ------------------------------------------------
Name: Darlene H. Dimitrijevs ---------------------------------------
Title: Senior Vice President ---------------------------------------
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report. There are no Certificateholders.
Page 7 of 24
KEYCORP STUDENT LOAN TRUST 2000-A CERTIFICATION
I, Darlene H. Dimitrijevs, hereby certify that I am a Senior Vice President of Key Bank USA, National Association, the Master Servicer and Administrator of KeyCorp Student Loan Trust 2000-A and as such, I certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of KeyCorp Student Loan Trust 2000-A (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the Eligible Lender Trustee and the Indenture Trustee by the Administrator under the related Sale and Servicing Agreement, or similar agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master Servicer under the related Sale and Servicing Agreement, or similar agreement, and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Master Servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the Master Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the related Sale and Servicing Agreement, or similar agreement, that is included in these reports.
In giving the certification above, I have reasonably relied on information provided to me by the following unaffiliated parties: Pennsylvania Higher Education Assistance Agency, Great Lakes Educational Loan Services, Inc., JPMorgan Chase Bank as successor in interest to Bank One National Association, as Eligible Lender Trustee, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Indenture Trustee.
Date: February 19, 2004 /S/ DARLENE H. DIMITRIJEVS -------------------------- Darlene H. Dimitrijevs Senior Vice President Key Bank USA, National Association
Page 8 of 24
INDEX OF EXHIBITS