KEYCORP STUDENT LOAN TRUST 1996-A
8-K, 1996-12-12
ASSET-BACKED SECURITIES
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<PAGE>
                                
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D.C. 20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
                                
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
                                
 Date of Report (Date of earliest event reported): November 27, 1996
                                
                KEYCORP STUDENT LOAN TRUST 1996-A
      ------------------------------------------------------
      (Exact name of registrant as specified in its charter)

    New York               33-34274               36-4106514
- ---------------        ---------------         ----------------
(State or other        Commission File         (I.R.S. Employer
jurisdiction of             Number            Identification No.)
incorporation or
organization)


  c/o KeyBank, USA, as Administrator, 
5000 Tiedeman Road, Attn: Susan H. Wagner,
           Brooklyn, Ohio                                     44144
- ------------------------------------------                  ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:  (216) 813-1862
                                
                                
<PAGE>                                


ITEM 5. OTHER EVENTS
        ------------
        On November 27, 1996, the KeyCorp Student Loan Trust 1996-A (the  
"Trust") made its regular, quarterly distribution of funds to holders of the 
Trust's Floating Rate Asset Backed Certificates and Floating Rate Asset Backed
Notes and distributed the Certificateholder's Statement and Noteholder's 
Statement, filed herewith as Exhibits to this Form 8-K, to Certificateholders  
and Noteholders of record, respectively.

        In reliance upon certain no-action letters, including a letter dated 
November 2, 1993, issued by the Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission relating to the Society Student Loan 
Trust 1993-A, the Trust is hereby filing the Certificateholder's Statement and
Noteholder's Statement reflecting the Trust's activities for the period ending 
October 31, 1996, including a statistical summary of the delinquency and default
characteristics of the Trust's student loan portfolio as of such date.


ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL STATEMENTS AND EXHIBITS
        ----------------------------------------------------------------  

(C)     Exhibits
        -------- 
 
        99(a).  Certificateholder's Statement

        99(b).  Noteholder's Statement

<PAGE>


                            SIGNATURE


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 thereunto duly authorized.

                                      KEYCORP STUDENT LOAN TRUST 1996-A
                                      ---------------------------------
                                                 (Registrant)


                                      By:  The First National Bank of Chicago, 
                                           not in its individual capacity but 
                                           solely as Eligible Lender Trustee on
                                           behalf of the Trust
                                     
Date:  November 27, 1996              /s/  Jeffrey L. Kinney
                                      ----------------------
                                      By:  Jeffrey L. Kinney
                                           Trust Officer   
                                     


<PAGE>


                                                                  EXHIBIT 99(A)

<TABLE>
<CAPTION>

                KEYCORP STUDENT LOAN TRUST 1996-A
                  CERTIFICATEHOLDERS' STATEMENT
        pursuant to Section 5.07(a) of Sale and Servicing
Agreement (capitalized terms used herein are defined in Appendix A thereto)
- ---------------------------------------------------------------------------  
<S>   <C>                                                     <C>
Distribution Date:  November 27, 1996
                                
(i)   Amount of principal being paid or distributed           ($0.00000000, per $1,000 original principal
      in respect of the Certificates          $0.00            amount of the Certificates)
                                
(ii)  Amount of interest being paid or distributed            ($10.2661200802, per $1,000 original principal
      in respect of the Certificates    $409,515.53            amount of the Certificates)
                                
(iii) Amount of Certificateholders' Interest T-Bill Carryover being paid or 
      distributed (if any) and amount remaining if any:
                                
      (1) Distributed:   $0.00                                ($0.00, per $1,000 original principal
                                                               amount of the Certificates)
                                
      (2) Balance:       $0.00                                ($0.00, per $1,000 original principal
                                                              amount of the Certificates)
                                
(iv)  Pool Balance at end of related Collection Period:       $682,835,839.98
                                
(v)   After giving effect to distributions on this Distribution Date:
                                
      (a) (1) outstanding principal amount of Class A1 Notes: $251,065,876.68
          (2)   Class A1 Note Pool Factor:    0.97691003
                                
      (b) (1) outstanding principal amount of Class A2 Notes: $500,910,000.00
          (2)   Class A2 Note Pool Factor:    1.00000000
                                
      (c) (1) Certificate Balance:            $39,890,000.00
          (2)   Certificate Pool Factor:      1.00000000
                                
(vi)  Applicable Interest Rate:
                                
      (a) In general:
                                
          (1) T-Bill for the reporting period from the previous Distribution 
              Date to this Distribution Date was:     5.159672%
                                
          (2) the Student Loan Rate was not calculated 1/
                                
      (b) Certificate Rate:  6.1596721%  (based on T-Bill/Student Loan Rate)
                                
<FN>
      1/ This calculation not required unless the excess of LIBOR over the 
      91-day Treasury Bill Rate, expressed as a percentage, is greater than 100 
      basis points as of the preceding Determination Date.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


<S>   <C>                                              <C>
(vii) (a) Amount of Servicing Fee for related          ($8.8017470544, per $1,000 original principal
          Period:    $351,101.69                        amount of the Certificates)
                                
      (b) Amount of Excess Servicing Fee being distributed and remaining balance
          (if any):
                                
          (1) Distributed:    $0.00                    ($0.00, per $1,000 original principal
                                                        amount of the Certificates)
                                
          (2) Balance:        $0.00                    ($0.00, per $1,000 original principal
                                                       amount of the Certificates)
                                
(viii)    Amount of Administration Fee for related     ($0.075206819, per $1,000 original principal
          Collection Period:  $3,000.00                amount of the Certificates)
                                
(ix)      Aggregate amount of Realized Losses (if any) for the related 
          Collection Period:    $0.00
                                
(x)       Amount in the Reserve Account:          $5,079,302.36
                                
(xi)      Amount in the Other Additional Prefunding Pre-Funding 
          Account: $60,286,119.41
                                
(xii)     Delinquent Contracts
                                        # Disb.       %      $  Amount        %
                                        -------   -----      ---------    -----
          30-60 Days Delinquent            390    0.45%      5,344,363    0.78%
          61-90 Days Delinquent            248    0.28%      3,092,315    0.45%
          91-120 Days Delinquent           213    0.24%      2,213,863    0.32%
          More than 120 Days Delinquent    436    0.50%      3,928,381    0.58%
          Claims Filed Awaiting Payment      3    0.00%         55,765    0.01%
                                        ------    -----     ----------    -----
                 TOTAL                   1,290    1.48%     14,634,687    2.14%
                                                   
</TABLE>


                                                                 EXHIBIT 99(B)

<TABLE>
<CAPTION>
        
                KEYCORP STUDENT LOAN TRUST 1996-A
                     NOTEHOLDERS' STATEMENT
         pursuant to Section 5.07(a) of Sale and Servicing
Agreement (capitalized terms used herein are defined in Appendix A thereto)
- ---------------------------------------------------------------------------   
<S> <C>                                             <C>                 
Distribution Date:  November 27, 1996

(i) Amount of principal being paid or distributed:

    (a) Class A1 Notes:    $5,934,123.32            ($7.8295884,per $1,000 original principal
                                                     amount of the Notes)

    (a) Class A2 Notes:    $0.00                    ($0.00, per$1,000 original principal
                                                     amount of the Notes)

(ii) Amount of interest being paid or distributed in

    (a) Class A1 Notes:    $2,411,376.22            ($3.1816129,per $1,000 original principal
                                                     amount of the Notes)

    (a) Class A2 Notes:    $4,850,204.75            ($121.5894898,per $1,000 original principal
                                                     amount of the Notes)

(iii) Amount of Noteholders' Interest T-Bill Carryover being paid or distributed
      (if any) and amount remaining (if any):

        (1) Distributed:    $0.00                    ($0.00, per $1,000 original principal
                                                      amount of the Notes)

        (2) Balance:   $0.00                         ($0.00, per $1,000 original principal
                                                      amount of the Notes)

(iv) Pool Balance at end of related Collection Period: $682,835,839.98

(v)  After giving effect to distributions on this Distribution Date:

     (a) (1) outstanding principal amount of Class A1 Notes: $251,065,876.68
         (2) Class A1 Note Pool Factor:         0.97691003

     (b) (1) outstanding principal amount of Class A2 Notes: $500,910,000.00
         (2) Class A2 Note Pool Factor:         1.00000000

     (b) (1) Certificate Balance:                            $39,890,000.00
         (2)   Certificate Pool Factor:         1.00000000

</TABLE>

<PAGE

<TABLE>
<CAPTION>


<S>  <C>                                          <C>
(vi) Applicable Interest Rate:
     (a) In general:

         (1) T-Bill for the reporting period from the previous Distribution Date
         to this Distribution Date was          5.1596721%

         (2)   the Student Loan Rate was not calculated 1/

     (b) Note Interest:
         (1) Class A1 Notes: 5.6296721%     (based on T-Bill/Student Loan Rate)

         (2) Class A2 Notes: 5.8096721%     (based on T-Bill/Student Loan Rate)

<FN>
     1/ This calculation not required unless the excess of LIBOR over the 91-day
     Treasury Bill Rate, expressed as a percentage, is greater than 100 basis 
     points as of the preceding Determination Date.
</FN>

(vii) (a) Amount of Servicing Fee for related        ($0.4632498, per $1,000 original principal
          Collection Period:   $351,101.69            amount of the Notes)

      (b) Amount of Excess Servicing Fee being distributed and remaining balance
          (if any):

          (1) Distributed:  $0.00                    ($0.00, per $1,000 original principal
                                                      amount of the Notes)

          (2) Balance:      $0.00                    ($0.00, per $1,000 original principal
                                                      amount of the Notes)

(viii)    Amount of Administration Fee for related   ($0.0039583, per $1,000 original principal
          Collection Period:   $3,000.00              amount of the Notes)

(ix)      Aggregate amount of Realized Losses (if any) for the related 
          Collection Period:    $0.00

(x)       Amount in the Reserve Account:         $5,079,302.36

(xi)      Amount in the Other Additional Prefunding Pre-Funding 
          Account: $60,286,119.41

(xii)     Amount in the Subsequent Pre-Funding SubAccount at the end of the 
          Subsequent Funding Period to be distributed as a payment of principal
          in respect of Notes:
                               $2,689,967.10

(xiii)    Delinquent Contracts
                                          # Disb.       %    $  Amount       %
                                          ------    -----    ---------   ----- 
          30-60 Days Delinquent              390    0.45%    5,344,363   0.78%
          61-90 Days Delinquent              248    0.28%    3,092,315   0.45%
          91-120 Days Delinquent             213    0.24%    2,213,863   0.32%
          More than 120 Days Delinquent      436    0.50%    3,928,381   0.58%
          Claims Filed Awaiting Payment        3    0.00%       55,765   0.01%
                                           -----    -----   ----------   -----
                  TOTAL                    1,290    1.48%   14,634,687   2.14%
</TABLE>



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