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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): March 24, 1997
THE NATIONAL COLLEGIATE TRUST 1997-S1 (as issuer under the Indenture, dated as
of April 1, 1997, providing for the issuance of Class A Collateralized Student
Loan Bonds, Series 1997-S1 and Class B Collateralized Student Loan Bonds, Series
1997-S1)
The National Collegiate Trust 1997-S1
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(Exact name of Issuer as specified in its charter)
DELAWARE 33-63616 52-2019939
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(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
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (302) 421-7748
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<PAGE>
-2-
Item 5. OTHER EVENTS.
On April 9, 1997, the Issuer expects to cause the issuance and sale of
its Class A Collateralized Student Loan Bonds, Series 1997-S1 and its Class B
Collateralized Student Loan Bonds, Series 1997-S1 pursuant to an Indenture, to
be dated as of April 1, 1997, between the Issuer and State Street Bank and Trust
Company, as Indenture Trustee (the "Indenture").
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. A copy of the Form T-1 regarding such qualification
prepared by State Street Bank and Trust Company is being filed as Exhibit 1 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
1997-S1
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: March 24, 1997
<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
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1 25 Form T-1
<PAGE>
EXHIBIT INDEX
Item 601 (a) of
Exhibit Regulation S-K
Number Exhibit No. Description
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1 25 Form T-1
EXHIBIT 1
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
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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)
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The National Collegiate Trust 1997-S1
acting through Delaware Trust Capital Management, Inc., as Owner Trustee
(Exact name of obligor as specified in its charter)
Delaware 52-2019939
(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 1997-S1
(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
usiness, 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.
1
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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 24th day of March, 1997.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
--------------------------
Dawn M. Zanotti
Assistant Vice President
2
<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 1997-S1, 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.
By: /s/ Dawn M. Zanotti
--------------------------
Dawn M. Zanotti
Assistant Vice President
Dated: March 24, 1997
3
<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 December
31, 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).
Thousands of
ASSETS Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ....... 1,561,409
Interest-bearing balances ................................ 7,562,240
Securities ........................................................ 9,388,513
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ...................... 5,622,962
Loans and lease financing receivables:
Loans and leases, net of unearned income ................. 4,858,187
Allowance for loan and lease losses ...................... 72,614
Loans and leases, net of unearned income and allowances .. 4,785,573
Assets held in trading accounts ................................... 874,700
Premises and fixed assets ......................................... 383,955
Other real estate owned ........................................... 870
Investments in unconsolidated subsidiaries ........................ 93,621
Customers' liability to this bank on acceptances outstanding ...... 35,022
Intangible assets ................................................. 148,190
Other assets ...................................................... 932,673
Total assets ...................................................... 31,389,728
==========
LIABILITIES
Deposits:
In domestic offices ...................................... 8,508,096
Noninterest-bearing ............................. 6,435,131
Interest-bearing ................................ 2,072,965
In foreign offices and Edge subsidiary ................... 11,395,724
Noninterest-bearing ............................. 27,508
Interest-bearing ................................ 11,368,216
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ...................... 7,518,222
Demand notes issued to the U.S. Treasury and Trading Liabilities .. 733,935
Other borrowed money .............................................. 650,578
Bank's liability on acceptances executed and outstanding .......... 35,022
Other liabilities ................................................. 770,029
Total liabilities ................................................. 29,611,606
EQUITY CAPITAL
Common stock ...................................................... 29,931
Surplus ........................................................... 358,146
Undivided profits ................................................. 1,389,720
Cumulative foreign currency translation adjustments ............... 325
Total equity capital .............................................. 1,778,122
Total liabilities and equity capital .............................. 31,389,728
==========
4
<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
<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 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 24th day of March, 1997.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dawn M. Zanotti
--------------------------
Dawn M. Zanotti
Assistant Vice President
2
<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 1997-S1, 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: March 24, 1997
3
