- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 19, 1996
THE NATIONAL COLLEGIATE TRUST 1996-S2 (as issuer under the Indenture, dated as
of November 1, 1996, providing for the issuance of Class A Collateralized
Student Loan Bonds, Series 1996-S2 and Class B Collateralized Student Loan
Bonds, Series 1996-S2)
The National Collegiate Trust 1996-S2
- - --------------------------------------------------------------------------------
(Exact name of Issuer as specified in its charter)
Delaware 33-63616 51-0378319
-------- -------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
c/o Delaware Trust Capital Management, Inc.
900 Market Street
Wilmington, Delaware 19801
- - -------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (302) 421-7748
- - --------------------------------------------------------------------------------
<PAGE>
-2-
Item 5. OTHER EVENTS.
(a) On November 26, 1996, the Issuer expects to cause the issuance and
sale of its Class A Collateralized Student Loan Bonds, Series 1996-S2 and its
Class B Collateralized Student Loan Bonds, Series 1996-S2 (the "Underwritten
Bonds") pursuant to an Indenture, to be dated as of November 1, 1996, between
the Issuer and State Street Bank and Trust Company, as Indenture Trustee.
In connection with the expected sale of the Underwritten Bonds, BA
Securities, Inc. (the "Underwriter") has advised the Issuer that it has
furnished to prospective investors certain yield tables and other computational
materials (the "Computational Materials") with respect to the Underwritten Bonds
following the effective date of Registration Statement No. 33-63616, which
Computational Materials are being filed as Exhibit 1 to this report.
The Computational Materials have been provided by the Underwriter. The
information in the Computational Materials is preliminary and may be superseded
by the Prospectus Supplement relating to the Underwritten Bonds and by any other
information subsequently filed with the Securities and Exchange Commission.
The Computational Materials were prepared by the Issuer and the
Underwriter at the request of certain prospective investors, based on
assumptions provided by, and satisfying the special requirements of, such
prospective investors. The Computational Materials may be based on assumptions
that differ from the assumptions set forth in the Prospectus Supplement. The
Computational Materials may not include, and do not purport to include,
information based on assumptions representing a complete set of possible
scenarios. Accordingly, the Computational Materials may not be relevant to or
appropriate for investors other than those specifically requesting them.
In addition, the actual characteristics and performance of the student
loans underlying the Underwritten Bonds (the "Student Loans") may differ from
the assumptions used in the Computational Materials, which are hypothetical in
nature and which were provided to certain investors only to give a general sense
of how the yield, duration, expected maturity, interest rate sensitivity and
cash flow characteristics of the Underwritten Bonds might vary under varying
prepayment and other scenarios. Any difference between such assumptions and the
actual characteristics and performance of the Student Loans will affect the
actual yield, duration, expected maturity, interest rate sensitivity and cash
flow characteristics of the Underwritten Bonds.
(b) In connection with Rule 5b-3 under the Trust Indenture Act of 1939,
State Street Bank and Trust Company is qualified to act as Indenture Trustee
under the Indenture, dated as of November 1, 1996, between State Street Bank and
Trust Company and the Issuer. A copy of the Form T-1 regarding such
qualification prepared by State Street Bank and Trust Company is being filed as
Exhibit 2 to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE NATIONAL COLLEGIATE TRUST
1996-S2
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC., not in its
individual capacity but as Owner
Trustee
By: /s/ Richard N. Smith
--------------------
Name: Richard N. Smith
Title: Vice President
Dated: November 20, 1996
<PAGE>
EXHIBITS TABLE
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS
Item 601 (a) of
Exhibit Regulation S-K
Number Exhibit No. Description
------ ----------- -----------
1 99 Computational Materials
2 25 Form T-1
<PAGE>
EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
------ ----------- ----------- ----
1 99 Computational Materials 6
2 25 Form T-1 10
EXHIBIT 1
<PAGE>
$6,750,000 (APPROXIMATE)
GATESM RECEIVABLE ASSET-BACKED DEBT SECURITIES (GRADSSM)
ISSUER: NATIONAL COLLEGIATE TRUST 1996-S2
$4,450,000 (APPROXIMATE) __% CLASS A COLLATERALIZED STUDENT LOAN BONDS
SERIES 1996-S2
$2,300,000 (APPROXIMATE) __% CLASS B COLLATERALIZED STUDENT LOAN BONDS
SERIES 1996-S2
The information contained herein (the "Computational Materials") is provided by
BA Securities, Inc. ("BASI") based on information regarding the loan pool
provided by First Marblehead Corporation, as Structural Advisor Trust (the
"Advisor") to the National Collegiate. NO REPRESENTATION IS MADE BY THE ADVISOR,
ANY OF ITS AFFILIATES, OR BASI AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY
OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.
These Computational Materials are preliminary and will be superseded by the
final Prospectus Supplement and by any other Computational Materials
subsequently filed with the Securities and Exchange Commission (the
"Commission").
All information and assumptions contained herein reflect BASI's assumptions as
of this date and are subject to change. THE ACTUAL CHARACTERISTICS AND
PERFORMANCE OF THE LOANS WILL DIFFER FROM THE ASSUMPTIONS USED IN PREPARING
THESE MATERIALS, WHICH ARE HYPOTHETICAL IN NATURE. CHANGES IN THE ASSUMPTIONS
MAY HAVE A MATERIAL IMPACT ON THE INFORMATION SET FORTH IN THESE MATERIALS.
This information may not be used or otherwise disseminated in connection with
the offer or sale of these or any other securities, except in connection with
the initial offer or sale of these securities to you to the extent set forth
below. Additional information is available upon request. These materials do not
constitute an offer to buy or sell or a solicitation of an offer to buy or sell
any security or instrument or to participate in any particular trading strategy.
ANY SUCH OFFER, OR SOLICITATION OF AN OFFER, TO BUY OR SELL ANY SECURITY WOULD
BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED
BY THE ISSUER WHICH WILL CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL
INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO
INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. NOTE
TO RECIPIENTS: We recommend that investors obtain the advice of their BA
Securities, Inc. representative about the investment concerned. BASI has not
addressed the legal, accounting and tax implications of the analysis with
respect to you, and BASI strongly urges you to seek advice from your counsel,
accountant, and tax advisor. BA Securities, Inc. is an affiliate of Bank of
America National Association ("BANA").
BASI (or any of its affiliates) or their officers, directors, analysts or
employees may have positions in the securities, commodities or derivative
instruments thereon referred to here and may as principal or agent, buy or sell
such securities, commodities or derivative instruments. In addition, BASI may
make a market in the securities referred to herein. Neither the information nor
the assumptions reflected herein shall be construed to be, or constitute an
offer to buy or a solicitation of an offer to sell or buy securities,
commodities or derivative instruments mentioned herein. No sale of any
securities, commodities or derivative instruments should be consummated without
the purchaser first having received a prospectus and, if required, a prospectus
supplement.
BA Securities, Inc.
312-828-4801
BA Securities, Inc.
A BankAmerica Company ASSET BACKED SECURITIES
<PAGE>
<TABLE>
<CAPTION>
EFFECT OF PREPAYMENT OF STUDENT LOANS ON
WEIGHTED AVERAGE LIFE AND FINAL MATURITY OF THE BONDS (1)
(AVERAGE LIFE AND FINAL MATURITY IN YEARS)
- - ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT
ASSUMPTION: 0% CPR 1% CPR (2) 2% CPR (3) 3% CPR (4) 4% CPR (5) 5% CPR (6) 6% CPR (7) 7% CPR (8)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
AVERAGE LIFE
- - ------------------------------------------------------------------------------------------------------------------------------------
CLASS A BONDS 9.5 8.6 7.8 7.1 6.4 5.9 5.5 5.1
- - ------------------------------------------------------------------------------------------------------------------------------------
CLASS B BONDS 13.5 13.1 12.7 12.2 11.8 11.3 10.8 10.3
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
FINAL MATURITY
- - ------------------------------------------------------------------------------------------------------------------------------------
CLASS A BONDS 12.3 11.8 11.3 10.8 10.3 9.8 8.8 8.3
- - ------------------------------------------------------------------------------------------------------------------------------------
CLASS B BONDS 14.3 13.8 13.8 13.8 12.8 12.8 12.8 12.3
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This table has been prepared using the following assumptions:
(i) defaults are assumed to occur with respect to Student
Loans constituting 9.45% (3.0 x the weighted average Stafford
Loan default rate for the Owner Participants, which is based
on the number of loans defaulted - see "The Owner
Participants" detailed in the Prospectus Supple- ment) of the
aggregate principal balance of the Student Loans in the Trust
Estate and liquida- tions of defaulted Student Loans are
assumed to result in recoveries of 20% of the aggregate
principal balance of defaulted loans, for an aggregate loss of
7.56% of the aggregate principal balance of the Student Loans
in the Trust Estate (plus interest thereon); 43% of these
defaults are assumed to occur in the first year in which
repayment commences, 20% in the second year, 14% in the third
year, 10% in the fourth year and 3.25% in each of years five
through eight;
(ii) students to whom Student Loans were made constituting 15% of the Trust
Estate leave school prior to the graduation of the student's entering
class;
(iii) students to whom Student Loans were made constituting 25% of the
Trust Estate defer for an average of 2.5 years the payment of interest on
the loans commencing with the Payment Date immediately after termination of
the Interest Support Period; and
(iv) the interest rate on the Student Loans is 9.20%; the interest rate on
the Outstanding Class A and Class
No representation is made that these Computational Materials are accurate or
complete. Certain assumptions may have been made in this analysis which have
resulted in any results detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. The foregoing has been prepared solely
for informational purposes, and is not an offer to buy or sell or a solicitation
of an offer to buy or sell any security or instrument or to participate in any
particular trading strategy. BA Securities, Inc. and/or affiliates may have
positions in, and effect transactions in securities and instruments of issuers
mentioned herein and may also provide or seek to provide significant advice or
investment services, including investment banking, for the issuers of such
securities and instruments. Additional information is available upon request.
NOTE TO RECIPIENTS: In addition, please note that this information has been
provided by BA Securities, Inc. We recommend that investors obtain the advice of
their BA Securities, Inc. representative about the investment concerned.
<PAGE>
B Bonds is 7.50% and 8.25%, respectively, and reinvestment income on funds
in the Reserve Fund, the Interest Support Account and the Collateral
Proceeds Account is earned at the rate of 5% per year.
(2) Assumes 1% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(3) Assumes 2% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(4) Assumes 3% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(5) Assumes 4% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(6) Assumes 5% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(7) Assumes 6% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
(8) Assumes 7% (on an annualized basis) of the principal outstanding on the
Student Loan at the beginning of each Interest Accrual Period prepays during
that period.
No representation is made that these Computational Materials are accurate or
complete. Certain assumptions may have been made in this analysis which have
resulted in any results detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. The foregoing has been prepared solely
for informational purposes, and is not an offer to buy or sell or a solicitation
of an offer to buy or sell any security or instrument or to participate in any
particular trading strategy. BA Securities, Inc. and/or affiliates may have
positions in, and effect transactions in securities and instruments of issuers
mentioned herein and may also provide or seek to provide significant advice or
investment services, including investment banking, for the issuers of such
securities and instruments. Additional information is available upon request.
NOTE TO RECIPIENTS: In addition, please note that this information has been
provided by BA Securities, Inc. We recommend that investors obtain the advice of
their BA Securities, Inc. representative about the investment concerned.
EXHIBIT 2
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
---------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) __
STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
Massachusetts 04-1867445
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
225 Franklin Street, Boston, Massachusetts 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
John R. Towers, Esq. Senior Vice President and Corporate Secretary
225 Franklin Street, Boston, Massachusetts 02110
(617)654-3253
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
---------------------
The National Collegiate Trust 1996-S2
acting through Delaware Trust Capital Management, Inc., as Owner Trustee
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0378319
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
900 Market Street
Wilmington, Delaware 19801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------------
Class A and Class B Collateralized Student Loan Bonds, Series 1996-S2
(TITLE OF INDENTURE SECURITIES)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee or of its
parent, State Street Boston Corporation.
(See note on page 2.)
Item 3. through Item 15. Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
A copy of the Articles of Association of the trustee, as now
in effect, is on file with the Securities and Exchange Commission as Exhibit 1
to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee to commence
business was necessary or issued is on file with the Securities and Exchange
Commission as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration Statement of
Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference
thereto.
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the
documents specified in paragraph (1) or (2), above.
A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and Exchange Commission as
Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and Qualification
of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc.
(File No. 22-17940) and is incorporated herein by reference thereto.
4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4 to the Statement
of Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File No. 33-37823) and is
incorporated herein by reference thereto.
-2-
<PAGE>
5. A copy of each indenture referred to in Item 4. if the obligor is
in default.
Not applicable.
6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 18th day of November, 1996.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
----------------------------
Dawn M. Zanotti
Assistant Vice President
-3-
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by The
National Collegiate Trust 1996-S2, acting through Delaware Trust Capital
Management, Inc., of its Class A and Class B Collateralized Student Loan Bonds,
we hereby consent that reports of examination by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
----------------------------
Dawn M. Zanotti
Assistant Vice President
Dated: November 18, 1996
-4-
<PAGE>
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business JUNE 30,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).
<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................ 1,787,130
Interest-bearing balances ........................................................ 7,756,486
Securities ................................................................................ 8,430,910
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary............................................... 4,090,665
Loans and lease financing receivables:
Loans and leases, net of unearned income.......................................... 4,426,059
Allowance for loan and lease losses............................................... 70,088
Loans and leases, net of unearned income and allowances........................... 4,355,971
Assets held in trading accounts............................................................ 880,647
Premises and fixed assets.................................................................. 367,731
Other real estate owned.................................................................... 1,067
Investments in unconsolidated subsidiaries................................................. 65,772
Customers' liability to this bank on acceptances outstanding............................... 33,530
Intangible assets.......................................................................... 68,505
Other assets............................................................................... 1,002,465
---------
Total assets............................................................................... 28,840,879
..................................................................................
===========
LIABILITIES
Deposits:
In domestic offices............................................................... 7,531,683
Noninterest-bearing.............5,387,924
Interest-bearing................2,143,759
In foreign offices and Edge subsidiary............................................ 12,050,265
Noninterest-bearing................46,768
Interest-bearing...............12,003,497
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary............................................... 5,337,231
Demand notes issued to the U.S. Treasury and Trading Liabilities........................... 871,847
Other borrowed money....................................................................... 794,349
Bank's liability on acceptances executed and outstanding................................... 33,530
Other liabilities.......................................................................... 665,616
-------
Total liabilities.......................................................................... 27,284,521
----------
EQUITY CAPITAL
Common stock............................................................................... 29,931
Surplus .................................................................................. 276,915
Undivided profits.......................................................................... 1,247,942
Cumulative foreign currency translation adjustments........................................ 1,570
Total equity capital....................................................................... 1,556,358
---------
Total liabilities and equity capital....................................................... 28,840,879
</TABLE>
-5-
<PAGE>
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
5. A copy of each indenture referred to in Item 4. if the obligor is
in default.
Not applicable.
6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter of the
obligor, the trustee has relied upon the information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation duly
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 18th day of November, 1996.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
----------------------------
Dawn M. Zanotti
Assistant Vice President
-6-
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by The
National Collegiate Trust 1996-S2, acting through Delaware Trust Capital
Management, Inc., of its Class A and Class B Collateralized Student Loan Bonds,
we hereby consent that reports of examination by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
----------------------------
Dawn M. Zanotti
Assistant Vice President
Dated: November 18, 1996
-7-
