<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 report) 15-May-97
ClassNotes Trust 1997-I and the originators listed below under Sale and
Servicing Agreement, dated as of February 28, 1997 providing for the issuance
of ClassNotes Trust 1997-1, Asset Backed Series 1997-1
Trans-World Insurance Company
-----------------------------
ClassNotes Inc.
- -------------------------------------------------------------------------------
(Exact name of regristrant as specified in its charter)
New Jersey
----------
Arizona 333-18877-01 Applied For
------- ------------ -----------
State or other (Commission (IRS Employer
jurisdiction of File Number) ID Number)
incorporation)
2840 Morris Avenue, Union, New Jersey 07083
- -------------------------------------------------------------------------------
(Address of principal executive officer)
Regristrant's Telephone Number, 908-686-2000
-----------------------
including area code:
n/a
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5 Other Events
------------
Attached herein as Annex A is a copy of the Monthly Statement sent to
Class A-1, Class A-2 and Class A-3 Noteholders with respect to the
following Distribution Dates:
A-1..................................................................19-May-97
27-May-97
A-2..................................................................15-May-97
A-3..................................................................21-May-97
Item 7 Financial Statements and Exhibits
---------------------------------
The Quarterly Report on Form 10Q for the period ended September 30, 1996 which
has been filed with the Securities and Exchange Commission by AMBAC Inc., is
hereby incorporated into this Form 8-K.
<PAGE>
SIGNATURES
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.
Trans-World Insurance Co.
By: \s\ Harry Puglisi
----------------------
Name: Harry Puglisi
Title: Treasurer
Dated: May 28, 1997
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
================================================================================
CLASSNOTES TRUST 1997 - I
Noteholders' Statement Pursuant to Section 5.7 (a) of the Sale & Servicing
Agreement
CLASS A-1 Determination Date 05/13/97
Cusip # 182743-AG9 Distribution Date 05/19/97
Record Date 05/15/97
================================================================================
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 103,436.67
Per $50,000 original principal amount of the Notes 55.611111
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 260,496,018.85
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-1 NOTES 93,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-1 NOTES
PERIOD 1 5.650000%
PERIOD 2 5.750000%
PERIOD 3 5.740000%
CURRENT RATE (Based on Auction) 5.720000%
2. NET LOAN RATE
PERIOD 1 6.635000%
PERIOD 2 6.788000%
PERIOD 3 6.820000%
(b) Amount of Interest that would have been paid
on such Note Distribution Date if Interest was
calculated instead based on the Net Loan Rate 123,328.33
(vii) (a) Service Fee for related Collection Period (Pro Rata) 28,817.53
Per $50,000 original principal amount of the Notes 15.493296
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 1,162.50
Per $50,000 original principal amount of the Notes 0.625000
2. Auction Agent Fee (Pro Rata) 20,731.25
Per $50,000 original principal amount of the Notes 11.145833
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee (Pro Rata) 1,295.99
Per $50,000 original principal amount of the Notes 0.696768
5. Surety Provider Fee (Pro Rata) 6,200.00
Per $50,000 original principal amount of the Notes 3.333333
(ix) Amount of payments to the Surety Provider in reimbursement
of prior draws under any Note Surety Bond or Certificate
Surety Bond 0.00
(x) Aggregate amount of Realized losses for the related Collection
period 0.00
(xi) Aggregate amount received with respect to Financed Student
Loans for which Realized Losses were allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts
on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 24,652,323.18
(xv) Aggregate amount (if any) paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 60 days 985,099.76
Delinquent
(b) Number of Financed Student Loans that are 61 to 90 days 75,053.14
Delinquent
(c) Number of Financed Student Loans that are 91 to 180 days 23,628.31
Delinquent
(d) Number of Financed Student Loans that are more than 181 0.00
days Delinquent
(e) Number of Financed Student Loans for which claims have
been filed with the appropriate Guarantor and which are
awaiting payment 19,489.00
(xix) Parity Percentage Numerator 298,460,034.93
--------------
as of 03/31/97 Denominator 297,067,758.23 100.47%
(xx) Excess of amounts deposited into the Collection Account with respect
to the sale by the Trust of Serial Loans over the aggregate Purchase
amount of such loans (such excess to be distributed to
Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: \s\ Harry Puglisi
- ----------------------
Harry Puglisi
Treasurer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
================================================================================
CLASSNOTES TRUST 1997 - I
Noteholders' Statement Pursuant to Section 5.7 (a) of the Sale & Servicing
Agreement
CLASS A-1 Determination Date 05/20/97
Cusip # 182743-AG9 Distribution Date 05/27/97
Record Date 05/22/97
================================================================================
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 116,766.67
Per $50,000 original principal amount of the Notes 62.777778
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 257,496,772.35
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-1 NOTES 90,100,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-1 NOTES
PERIOD 1 5.750000%
PERIOD 2 5.740000%
PERIOD 3 5.720000%
CURRENT RATE (Based on Auction) 5.650000%
2. NET LOAN RATE
PERIOD 1 6.635000%
PERIOD 2 6.788000%
PERIOD 3 6.820000%
(b) Amount of Interest that would have been paid
on such Note Distribution Date if Interest was
calculated instead based on the Net Loan Rate 140,946.67
(vii) (a) Service Fee for related Collection Period (Pro Rata) 27,801.19
Per $50,000 original principal amount of the Notes 14.946876
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 1,162.50
Per $50,000 original principal amount of the Notes 0.625000
2. Auction Agent Fee (Pro Rata) 21,422.29
Per $50,000 original principal amount of the Notes 11.517361
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee (Pro Rata) 1,295.99
Per $50,000 original principal amount of the Notes 0.696768
5. Surety Provider Fee (Pro Rata) 6,406.67
Per $50,000 original principal amount of the Notes 3.444444
(ix) Amount of payments to the Surety Provider in reimbursement
of prior draws under any Note Surety Bond or Certificate
Surety Bond 0.00
(x) Aggregate amount of Realized losses for the related Collection
period 0.00
(xi) Aggregate amount received with respect to Financed Student
Loans for which Realized Losses were allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts on
deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 24,652,323.18
(xv) Aggregate amount (if any) paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the
Funding Period to be distributed as a payment of
principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 1,102,590.97
to 60 days Delinquent
(b) Number of Financed Student Loans that are 61 433,351.88
to 90 days Delinquent
(c) Number of Financed Student Loans that are 91 70,058.31
to 180 days Delinquent
(d) Number of Financed Student Loans that are 0.00
more than 181 days Delinquent
(e) Number of Financed Student Loans for which claims have
been filed with the appropriate Guarantor and which are
awaiting payment 19,489.21
(xix) Parity Percentage Numerator 299,563,268.13
--------------
as of ##### Denominator 299,402,722.72 100.05%
(xx) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount of
such loans (such excess to be distributed to
Student Holdings) 1,773.67
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: \s\ Harry Puglisi
- ----------------------
Harry Puglisi
Treasurer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
================================================================================
Noteholders' Statement Pursuant to Section 5.7 (a) of the Sale & Servicing
Agreement
CLASS A-2 Determination Date 05/15/97
Cusip # 182743-AH7 Distribution Date 05/21/97
Record Date 05/19/97
================================================================================
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-2 NOTES 412,300.00
Per $50,000 original principal amount of the Notes 221.666667
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 260,496,018.85
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-2 NOTES 93,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-2 NOTES
PERIOD 1 0.000000%
PERIOD 2 5.400000%
PERIOD 3 5.800000%
CURRENT RATE (Based on Auction) 5.700000%
2. NET LOAN RATE
MONTH 1 6.635000%
MONTH 2 6.788000%
MONTH 3 6.820000%
(b) Amount of Interest that would have been paid
on such Note Distribution Date if Interest was
calculated instead based on the Net Loan Rate 493,313.33
(vii) (a) Service Fee for related Collection Period (Pro Rata) 28,817.53
Per $50,000 original principal amount of the Notes 15.493296
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 1,162.50
Per $50,000 original principal amount of the Notes 0.625000
2. Auction Agent Fee (Pro Rata) 20,731.25
Per $50,000 original principal amount of the Notes 11.145833
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee (Pro Rata) 1,295.99
Per $50,000 original principal amount of the Notes 0.696768
5. Surety Provider Fee (Pro Rata) 6,200.00
Per $50,000 original principal amount of the Notes 3.333333
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to
amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 24,652,323.18
(xv) Aggregate amount if any paid by the Eligible Lender Trustee
for Additional Financed Student Loans during the preceding
collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding
Period to be distributed as a payment of principal in respect
of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 985,099.76
60 days Delinquent
(b) Number of Financed Student Loans that are 61 to 75,053.14
90 days Delinquent
(c) Number of Financed Student Loans that are 91 to 23,628.31
180 days Delinquent
(d) Number of Financed Student Loans that are more 0.00
than 181 days Delinquent
(e) Number of Financed Student Loans for which claims have
been filed with the appropriate Guarantor and which are
awaiting payment 19,489.00
(xix) Parity Percentage Numerator 298,460,034.93
--------------
as of 03/31/97 Denominator 297,067,758.23 100.47%
(xx) Excess of amounts deposited into the Collection Account with
respect to the sale by the Trust of Serial Loans over the
aggregate Purchase amount of such loans (such excess to be
distributed to Student Holdings) 0.00
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: \s\ Harry Puglisi
- ----------------------
Harry Puglisi
Treasurer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
===============================================================================
CLASSNOTES TRUST 1997 - I
Noteholders' Statement Pursuant to Section 5.7 (a) of the Sale & Servicing
Agreement
CLASS A-3 Determination Date 05/21/97
Cusip # 182743-AJ3 Distribution Date 05/28/97
Record Date 05/26/97
================================================================================
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 421,166.67
Per $50,000 original principal amount of the Notes 221.666667
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 257,496,772.35
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-3 NOTES 95,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-3 NOTES
PERIOD 1 0.000000%
PERIOD 2 5.500000%
PERIOD 3 5.700000%
CURRENT RATE (Based on Auction) 5.700000%
2. NET LOAN RATE
MONTH 1 0.000000%
MONTH 2 6.788000%
MONTH 3 6.820000%
(b) Amount of Interest that would have been paid
on such Note Distribution Date if Interest was
calculated instead based on the Net Loan Rate 503,922.22
(vii) (a) Service Fee for related Collection Period (Pro Rata) 28,399.06
Per $50,000 original principal amount of the Notes 14.946874
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 1,187.50
Per $50,000 original principal amount of the Notes 0.625000
2. Auction Agent Fee (Pro Rata) 21,882.99
Per $50,000 original principal amount of the Notes 11.517361
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee (Pro Rata) 1,323.86
Per $50,000 original principal amount of the Notes 0.696768
5. Surety Provider Fee (Pro Rata) 6,544.44
Per $50,000 original principal amount of the Notes 3.444444
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to
amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 24,652,323.18
(xv) Aggregate amount if any paid by the Eligible Lender Trustee
for Additional Financed Student Loans during the preceding
collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding
Period to be distributed as a payment of principal in respect
of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 1,102,590.97
60 days Delinquent
(b) Number of Financed Student Loans that are 61 to 433,351.88
90 days Delinquent
(c) Number of Financed Student Loans that are 91 to 70,058.31
180 days Delinquent
(d) Number of Financed Student Loans that are more 0.00
than 181 days Delinquent
(e) Number of Financed Student Loans for which claims have
been filed with the appropriate Guarantor and which are
awaiting payment 19,489.21
(xix) Parity Percentage Numerator 299,563,268.13
--------------
as of 04/30/97 Denominator 299,402,722.72 100.05%
(xx) Excess of amounts deposited into the Collection Account with respect
to the sale by the Trust of Serial Loans over the aggregate Purchase
amount of such loans (such excess to be distributed to
Student Holdings) 1,773.67
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: \s\ Harry Puglisi
- ----------------------
Harry Puglisi
Treasurer
