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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number 333-26405
FIRST UNION STUDENT LOAN TRUST 1997-1
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(Exact name of Registrant as specified in its charter)
DELAWARE 56-0900030
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(State of Incorporation) (I.R.S. Employer Identification Number)
C/O FIRST UNION NATIONAL BANK, ADMINISTRATOR
301 SOUTH COLLEGE STREET
CHARLOTTE NORTH CAROLINA 28288-1075
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(Address of principal executive offices)
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(Mailing address of principal executive offices)
Registrant's telephone number, including area code: (704) 383-6955
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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The Registrant has no officer, director or beneficial owner of more than 10% of
equity securities to whom Section 16(a) of the Act applies and consequently Item
405 of Regulation S-K does not apply.
The Registrant does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.
No documents are incorporated by reference into this Form 10-K.
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This Annual Report on Form 10-K for the First Union Student Loan Trust 1997-1
(the "Registrant") is filed in reliance upon certain no-action letters issued by
the Office of the Chief Counsel, Division of Corporation Finance of the
Securities and Exchange Commission (the "Commission") relating to similar trusts
stating that the Commission will not object if such trusts file reports pursuant
to Section 13 and 15(d) of the Securities and Exchange Act of 1934 in the manner
described in such letters, including a letter dated May 9, 1997 from the
Commission with respect to the KeyCorp Student Loan Trust 1996-A. Accordingly,
certain items have been omitted from or modified in this Annual Report on Form
10-K.
PART I
ITEM 1. BUSINESS
Omitted.
ITEM 2. PROPERTIES
The property of the Registrant includes a pool of guaranteed education loans
(the "Financed Student Loans") to students and parents of students acquired by
The First National Bank of Chicago, as the eligible lender trustee (the
"Eligible Lender Trustee") on behalf of the Registrant from First Union National
Bank ("First Union"), collections and other payments with respect to the
Financed Student Loans and monies on deposit in certain accounts held for the
benefit of the Registrant. For more information regarding the property of the
Registrant, see the Annual Compliance Certificate of the Administrator and the
Annual Compliance Certificate of the Master Servicer (attached hereto as
Exhibits 99.1 and 99.2, respectively) provided by First Union as the
administrator and master servicer of the Registrant pursuant to Section 3.09 of
the Master Servicing Agreement, dated as of July 1, 1997 (the "Master Servicing
Agreement"), among the Registrant, First Union, as master servicer and
administrator, and the Eligible Lender Trustee.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving the
Trust or its property.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
No matters were submitted to either the certificateholders or noteholders for a
vote or consent during the period covered by this Annual Report on Form 10-K.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
At December 31, 1997, there was one registered holder of the Registrant's
Floating Rate Asset Backed Certificates (the "Certificates"). There is no
established public market in which such Certificates are traded.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Omitted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCUSSIONS ABOUT MARKET RISKS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, the Certificates were registered in the name of (i) NBD
Bank and (ii) CEDE & Co., as nominee of the Depository Trust Company ("DTC").
The books of DTC indicate that the institution listed below is the only record
owner of in excess of five percent (5%) of the Certificates issued by the
Registrant. Only such participant, however, knows the identity of the beneficial
owners of the Certificates.
<TABLE>
<CAPTION>
Name and Address Amount and nature of
Title of Class of Beneficial Owner Beneficial Ownership Percent of Class
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<S> <C> <C> <C>
Floating Rate Asset Backed NBD Bank $14,195,880 100%
Certificates 611 Woodward Avenue
Detroit, MI 48226
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Not applicable.
(b) Reports on Form 8-K.
Current Reports on Form 8-K, reporting under Item 5, were filed with
the Commission on July 22 and December 27, 1997.
(c) Exhibits.
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<CAPTION>
<S> <C>
4.1 Form of Indenture (including Notes), as amended, between the Registrant and the indenture
trustee, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.2 Form of Trust Agreement (including Certificates), among the seller and the eligible lender
trustee, incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.3 Form of Master Servicing Agreement, among the master servicer, administrator and the eligible
lender trustee, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form
S-3, as amended, File No. 333-26405.
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4.4 Form of Sale Agreement, among the Registrant, as the issuer, the seller and the eligible lender
trustee, incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.5 Form of Administration Agreement, among the Registrant, the administrator, the eligible lender
trustee and the indenture trustee, incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-3, as amended, File No. 333-26405.
4.6 Form of Guaranty Agreement, incorporated by reference to Exhibit 4.6 to Registration Statement
on Form S-3, as amended, File No. 333-26405.
99.1 Administrator's Annual Compliance Certificate for the year ended December 31, 1997 (filed
herewith).
99.2 Master Servicer's Annual Compliance Certificate for the year ended December 31, 1997 (filed
herewith).
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SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated May 5, 1998
FIRST UNION STUDENT LOAN TRUST 1997-1
By: FIRST UNION NATIONAL BANK,
not in its individual capacity but solely as
Administrator
By: /s/ John M. Gordon
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Name: John M. Gordon
Title: Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to certificateholders during the period covered by this
Annual Report on Form 10-K and the Registrant does not intend to furnish such
materials to certificateholders subsequent to the filing of this report.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
4.1 Form of Indenture (including Notes), as amended, between the Registrant and the indenture
trustee, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.2 Form of Trust Agreement (including Certificates), among the seller and the eligible lender
trustee, incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.3 Form of Master Servicing Agreement, among the master servicer, administrator and the eligible
lender trustee, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form
S-3, as amended, File No. 333-26405.
4.4 Form of Sale Agreement, among the Registrant, as the issuer, the seller and the eligible lender
trustee, incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3, as
amended, File No. 333-26405.
4.5 Form of Administration Agreement, among the Registrant, the administrator, the eligible lender
trustee and the indenture trustee, incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-3, as amended, File No. 333-26405.
4.6 Form of Guaranty Agreement, incorporated by reference to Exhibit 4.6 to Registration Statement
on Form S-3, as amended, File No. 333-26405.
99.1 Administrator's Annual Compliance Certificate for the year ended December 31, 1997 (filed
herewith).
99.2 Master Servicer's Annual Compliance Certificate for the year ended December 31, 1997 (filed
herewith).
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EXHIBIT 99.1
FIRST UNION STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE OF
THE ADMINISTRATOR
The First National Bank of Chicago Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, IL 60670 New York, New York 10006
Attn: Corporate Trust Administration Attn: Corporate Trust & Agency Group
Fax (312) 407-1708 Fax (212) 250-6439
First Union National Bank
100 Fidelity Plaza
North Brunswick, New Jersey 08905
Attn: Robert A. Dressel
Fax (908) 828-4015
Pursuant to Section 3.09 of the Master Servicing Agreement (the "Master
Servicing Agreement"), dated as of July 1, 1997, among First Union Student Loan
Trust 1997-1, as issuer (the "Issuer"), First Union National Bank, as master
servicer (the "Master Servicer") and administrator (the "Administrator"), and
The First National Bank of Chicago, as eligible lender trustee, the undersigned
officer hereby certifies that (i) a review of the activities of the
Administrator from the Closing Date (as defined in the Master Serving Agreement)
through December 31, 1997, and of its performance under the Master Servicing
Agreement and the Administration Agreement, dated as of July 1, 1997 (the
"Administration Agreement"), among the Issuer, the Administrator and Bankers
Trust Company, as indenture trustee, has been made under the supervision of the
undersigned officer, and (ii) to the best knowledge of the undersigned officer
based on such review, the Administrator has fulfilled all of its obligations
under the Master Serving Agreement and the Administration Agreement through such
period.
FIRST UNION NATIONAL BANK, as
Administrator
By: /s/ Steven R. Johnson
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Date: April 29, 1998 Name: Steven R. Johnson
Title: Vice President
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EXHIBIT 99.2
FIRST UNION STUDENT LOAN TRUST 1997-1
OFFICER'S CERTIFICATE OF
THE MASTER SERVICER
The First National Bank of Chicago Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, IL 60670 New York, New York 10006
Attn: Corporate Trust Administration Attn: Corporate Trust & Agency Group
Fax (312) 407-1708 Fax (212) 250-6439
First Union National Bank
100 Fidelity Plaza
North Brunswick, New Jersey 08905
Attn: Robert A. Dressel
Fax (908) 828-4015
Pursuant to Section 3.09 of the Master Servicing Agreement (the "Master
Servicing Agreement"), dated as of July 1, 1997, among First Union Student Loan
Trust 1997-1, as issuer (the "Issuer"), First Union National Bank, as master
servicer (the "Master Servicer") and administrator (the "Administrator"), and
The First National Bank of Chicago, as eligible lender trustee, the undersigned
officer hereby certifies that (i) a review of the activities of the Master
Servicer from the Closing Date (as defined in the Master Servicing Agreement)
through December 31, 1997, and of its performance under the Master Servicing
Agreement has been made under the supervision of the undersigned officer, and
(ii) to the best knowledge of the undersigned officer based on such review, the
Master Servicer has fulfilled all of its obligations under the Agreement through
such period from the Closing Date through December 31, 1997.
FIRST UNION NATIONAL BANK, as
Master Servicer
By: /s/ Steven R. Johnson
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Date: April 29, 1998 Name: Steven R. Johnson
Title: Vice President
