X0202 4 2004-07-21 0 0001286686 COLLEGIATE FUNDING SERVICES INC CFSI 0001277187 LIGHTYEAR FUND GP LLC COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001277195 MARRON & ASSOCIATES LLC COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001026921 MARRON DONALD B COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 1 0 1 0 0001277178 LIGHTYEAR FUND LLP COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 0001277179 LIGHTYEAR CO INVEST PARTNERSHIP LP COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 0 1 0 Class A Common Stock 2004-07-21 4 J 0 10678463 0.00 D 0 I See footnotes Common Stock 2004-07-21 4 J 0 10678463 0.00 A 15271259 I See footnotes Class A Common Stock 2004-07-21 4 J 0 53321 0.00 D 0 I See footnotes Common Stock 2004-07-21 4 J 0 53321 0.00 A 74824 I See footnotes On July 21, 2004, pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all shares of Class A Common Stock and Class B Common Stock were converted into a single class of Common Stock. The number of shares of Common Stock reported as beneficially owned following the reclassification reflects a 1.430099-for-one stock split which was completed following the reclassification, at which time 10,678,463 shares of Common Stock directly owned by The Lightyear Fund were split into 15,271,259 shares of Common Stock. As the sole general partner of The Lightyear Fund, Lightyear Fund G.P., LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such securities. (continued in next footnote) (continued from previous footnote) As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of stock covered by this Statement. Each of Lightyear Fund GP, Marron & Associates and Mr. Donald B. Marron disclaims beneficial ownership of the stock held by The Lightyear Fund and Co-Invest, except to the extent of its or his pecuniary interest in such shares of stock. On July 21, 2004, pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Exchange Act, all shares of Class A Common Stock and Class B Common Stock were converted into a single class of Common Stock. The number of shares of Common Stock reported as beneficially owned following the reclassification reflects a 1.430099-for-one stock split which was completed following the reclassification, at which time 52,321 shares of Common Stock directly owned by The Lightyear Fund Co-Invest Partnership, L.P. ("Co-Invest") were split into 74,824 shares of Common Stock. As the sole general partner of Co-Invest, Lightyear Fund GP may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates may also be deemed to be the beneficial owner of such securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities. (continued in next footnote) (continued from previous footnote) Because such controlling persons also control the Lightyear Fund, Co-Invest may be deemed to be a member of a "group" (as defined under Rule 13d-5(b)(4) promulgated under the Exchange Act) together with the Lightyear Fund and, accordingly, deemed to be a 10% "beneficial owner" within the meaning of Rule 16a-1(a)(1) promulgated under the Exchange Act. /s/ Charles J. Payne, attorney-in-fact 2004-07-23