NATIONAL COLLEGIATE TRUST 1997-S2
10-K, 1998-04-15
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(MARK ONE)

|X|      Annual Report under 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 No. 33-63616

                      THE NATIONAL COLLEGIATE TRUST 1997-S2
- --------------------------------------------------------------------------------
               (Exact name of Issuer as specified in its charter)

                      DELAWARE                           06-6454498
                      --------                           ----------
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)                Identification No.)

                   c/o DELAWARE TRUST CAPITAL MANAGEMENT, INC.
                                900 MARKET STREET
                           WILMINGTON, DELAWARE 19801
                           --------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code:  (302) 421-7748
                                                 --------------

Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange
                  Title of each class              on which registered
                  -------------------              -------------------

                        NONE                           NOT APPLICABLE

Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                      ----
                                (Title of Class)

         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 /_/



<PAGE>




DOCUMENTS INCORPORATED BY REFERENCE:

The following documents filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, are incorporated by reference into Part I of this Form
10-K: the Prospectus Supplement dated November 25, 1997 (the "Prospectus
Supplement") together with the Prospectus dated November 25, 1997. Capitalized
terms not defined herein shall have the meanings set forth in the Prospectus
Supplement.



<PAGE>



                      THE NATIONAL COLLEGIATE TRUST 1997-S2

                                    FORM 10-K

                                TABLE OF CONTENTS
                                                                            PAGE

Part I

         Item     1.  Business................................................1

         Item     2.  Properties..............................................1

         Item     3.  Legal Proceedings.......................................1

         Item     4.  Submission of Matters to a Vote of Security Holders.....1


Part II

         Item     5.  Market for Issuer's Common Equity
                          and Related Shareholder Matters.....................1

         Item     6.  Selected Financial Data.................................1

         Item     7.  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations.................2

         Item     8.  Financial Statements and Supplementary Data.............2

         Item     9.  Disagreements on Accounting and Financial Disclosure....2


Part III

         Item    10.  Directors and Officers of the Issuer....................2

         Item    11.  Executive Compensation..................................2

         Item    12.  Security Ownership of Certain Beneficial
                          Owners and Management...............................2

         Item    13.  Certain Relationships and Related Transactions..........2


Part IV

         Item    14.  Exhibits, Financial Statement Schedules
                          and Reports on Form 8-K.............................3



<PAGE>






                                     PART I

ITEM 1   BUSINESS.

                  The National Collegiate Trust 1997-S2 (the "Issuer") is a
Delaware business trust established for the sole purpose of acquiring, owning,
holding and pledging a portfolio of student loans (the "Student Loans") and
issuing and selling bonds collateralized by the Student Loans, designated as
7.24% Collateralized Student Loan Bonds, Series 1997-S2, with an aggregate
initial principal amount of $8,250,000 (as of the date of issuance, December 3,
1997).


ITEM 2   PROPERTIES.

                  See Item 14 below.


ITEM 3   LEGAL PROCEEDINGS.

                  There were no legal proceedings involving the Student Loans,
the Issuer, the Custodian, the Servicer, the Indenture Trustee or the Depositor
with respect to the Student Loans.


ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  No matter was submitted to a vote of security holders during
the fiscal year ended December 31, 1997.



                                     PART II

ITEM 5   MARKET FOR ISSUER'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                  (a) There is no established trading market for the Bonds.

                  (b) As of January 12, 1998, there were two holders of record
of the Issuer's Bonds.

ITEM 6   SELECTED FINANCIAL DATA.

                  Not applicable.





<PAGE>


                                       -2-


ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATIONS.

         Not applicable.


ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         Not applicable.


ITEM 9   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         There has been a change in accountants but not due to any disagreement.
The new accountant is Coopers & Lybrand.



                                    PART III


ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER.

         Not applicable.


ITEM 11  EXECUTIVE COMPENSATION.

         Not applicable.


ITEM 12  SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.

         The following table provides information, as of January 12, 1998 with
respect to the ownership by each person or group of persons, known by the Issuer
to be a record owner of 5% or more of the Bonds. This does not reflect the
persons who hold their certificates in nominee or "street" name.

         Except as set forth in the following table, the Issuer is not aware of
any record owner of more than 5% of the Bonds as of the close of business on
January 12, 1998.





<PAGE>


                                       -3-



================================================================================


     Series 1997-S2
                                                     Principal Amount of Bonds
         Name and Address                            Owned of Record
         -----------------------                     -------------------------

         Bankers Trust Company                       $4,250,000
         c/o BT Services Tennessee, Inc.
         648 Grassmere Park Drive
         Nashville, TN

         First National Bank of Omaha                $4,000,000
         One First National Center
         Omaha, NE 68102

================================================================================


ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Not applicable since there were no transactions nor are there any
proposed transactions between the Issuer and any Bondholder or between the
Issuer and any immediate family member of any Bondholder.


ITEM 14  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.

         (a) (1) and (2) Not applicable.

             (3) (i) Annual Statement of Compliance of the Servicer for the year
             ended December 31, 1997.

                 (ii) Annual Audit Report of the Servicer for the year ended
             December 31, 1997, as prepared by Ernst & Young LLP.

                 (iii) Servicer Report of the Servicer for the year ended
             December 31, 1997.

         (b) Reports on Form 8-K.

             A Current Report on Form 8-K, was filed on December 3, 1997. That
         Form 8-K reported under Item 2 thereof the formation of the Issuer, the
         acquisition of the Student Loans and the issuance of the Bonds.



<PAGE>


                                       -4-


                           Pursuant to Item 7, also filed were a Terms Agreement
                  dated November 25, 1997, a Trust Agreement dated as of
                  November 1, 1997, an Indenture dated as of November 1, 1997,
                  and an Administration Agreement dated as of November 1, 1997.

                  (c)      The response to this portion of Item 14 is submitted
                           as a separate section of this report.

                  (d)      Not applicable.




                  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
                  PURSUANT TO SECTION 15(D) BY REGISTRANTS WHICH HAVE NOT
                  REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

                  No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Bondholders, and the Issuer does not
contemplate sending any such materials subsequent to the filing of this report.



<PAGE>



                                   SIGNATURES


                  Subject to the requirements of Section 13 or 15(d) 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-S2
                                    (Issuer)


                                    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: April 15, 1998



                      ANNUAL STATEMENT OF COMPLIANCE OF THE
                  SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997

<PAGE>

                     ANNUAL STATEMENT OF COMPLIANCE OF THE
                 SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997

                CERTIFICATE OF THE PENNSYLVANIA HIGHER EDUCATION
                               ASSISTANCE AGENCY

                  This certificate is delivered pursuant to Section 9.07 of that
certain Indenture, dated as of November 1, 1997, between The National Collegiate
Trust 1997-S2 and State Street Bank and Trust Company (the "Indenture").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Indenture.

                  The undersigned, as the duly elected President and Chief
Executive Officer of the Pennsylvania Higher Education Assistance Agency
("PHEAA"), the Servicer for The National Collegiate Trust 1997-S2 (the
"Servicer"), a public corporation and a governmental instrumentality of the
Commonwealth of Pennsylvania, does hereby certify as follows:

                      1. a review of the activities of the Servicer, and the
                      Servicer's performance under the Servicing Agreement for
                      the previous twelve months ending December 31, 1997 has
                      been made under my supervision; and

                      2. to the best of my knowledge, based on such review, the
                      Servicer has or has caused to be performed all of its
                      obligations under the Servicing Agreement throughout the
                      previous twelve months ending December 31, 1997 and no
                      Default has occurred under the Servicing Agreement.

                                  THE PENNSYLVANIA HIGHER EDUCATION
                                    ASSISTANCE AGENCY


                                  By:      /s/ Michael H. Hershock
                                           -------------------------------------
                                  Name:    Michael H. Hershock
                                  Title:   President and Chief Executive Officer



                           ANNUAL AUDIT REPORT OF THE
                ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 1997

                           [TO BE FILED BY SUPPLEMENT]



                             SERVICER REPORT OF THE
                  SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997

<PAGE>

<TABLE>
<CAPTION>
                                               THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                              CASH/NON-CASH RECONCILIATION REPORT -045-
                                                            DATE 12/31/97
                                                PORTFOLIO # 99999 / STATUS = IN-GRACE



                                      NO.               BORROWER    GOVT.   LT. CHARGES    NO.                   BORROWER    GOVT.
                                     NOTES  PRINCIPAL   INTEREST  INTEREST   COLLECTED    NOTES     PRINCIPAL    INTEREST   INTEREST
                                     -----  ---------   -------   --------   ---------    -----     ---------    --------   --------
<S>                                  <C>    <C>         <C>       <C>        <C>          <C>       <C>          <C>        <C>
 1. BEGINNING BALANCE                                                                         0           .00         .00        .00
 2. NEW ACQUISITIONS                                                                        480  1,282,516.26   34,565.42
 3. TRANSFERS IN                                                                              0           .00         .00        .00
 4. CASH COLLECTIONS
    A. DEBITS
       1.    REVERSALS                   3        .00       .34        .00         .00
    B. CREDITS
       1.    PAYMENTS                    2     164.52     85.48        .00         .00
       2.    PAYOFFS-CLAIM               0        .00       .00        .00         .00
    C. TOTAL CASH                        5     164.52     85.14        .00         .00
 5. NON-CASH COLLECTION
    A. DEBITS
       1.    REVERSALS-ADV               0        .00       .00        .00         .00
       2.    ADJUST-ADVICE               0        .00       .00        .00         .00
       3.    WRITE-UPS-GEN               0        .00       .00        .00         .00
       4.    CAPITAL INT.                0        .00       .00        .00         .00
       5.    WRITE-UPS                   0        .00       .00        .00         .00
       6.    RESALES                     0        .00       .00        .00         .00
    B.CREDITS
       1.    PAYMENTS-ADV.               0        .00       .00        .00         .00
       2.    ADJUST-ADVICE               1        .00       .01        .00         .00
       3.    WRITE-OFFS-GE               0        .00       .00        .00         .00
       4.    PAYOFFS-CLAIM               0        .00       .00        .00         .00
       5.    CAPITAL INT.                0        .00       .00        .00         .00
       6.    WRITE-OFFS                  0        .00       .00        .00         .00
       7.    CANCELLATIONS               0        .00       .00        .00         .00
    C. TOTAL NON-CASH                    1        .00       .01        .00         .00
 6. TRANSFERS OUT                                                                             0           .00         .00        .00
 7. OTHER REMOVALS                                                                            1      2,000.00       48.39        .00
 8. BALANCE BEFORE ACCRUALS                                                                 479  1,280,351.74   34,431.88        .00
 9. CURRENT MONTH ACCRUALS                                                                                       9,047.52        .00
10. ADJS PREV PDS EARNINGS                                                                                            .01        .00
11. ADJS PREV PDS EARNINGS-CLAIMS
    A. DEBITS                                                                                                         .00        .00
    B. CREDITS                                                                                                        .00        .00
    C. TOT ADJS PREV PDS EARN-CLAIMS                                                                                  .00        .00
12. SYSTEM REMOVALS                                                                           O           .00         .00        .00
13. ENDING BALANCE                                                                          479  1,280,351.74   43,479.40        .00
</TABLE>




<PAGE>



<TABLE>
<CAPTION>
                                               THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                              CASH/NON-CASH RECONCILIATION REPORT -045-
                                                            DATE 12/31/97
                                                 PORTFOLIO # 99999 / STATUS = PAYOUT


                                      NO.               BORROWER    GOVT.   LT. CHARGES    NO.                   BORROWER    GOVT.
                                     NOTES  PRINCIPAL   INTEREST  INTEREST   COLLECTED    NOTES     PRINCIPAL    INTEREST   INTEREST
                                     -----  ---------   -------   --------   ---------    -----     ---------    --------   --------
<S>                                  <C>    <C>         <C>       <C>        <C>          <C>       <C>         <C>        <C>
 1. BEGINNING BALANCE                                                                        0            .00         .00        .00
 2. NEW ACQUISITIONS                                                                        92     316,282.52    2,892.98
 3. TRANSFERS IN                        "                                                    0            .00         .00        .00
 4. CASH COLLECTIONS
    A. DEBITS
       1.    REVERSALS                   0        .00        .00      .00          .00
    B. CREDITS
       1.    PAYMENTS                   38     344.36   1,210.62      .00          .00
       2.    PAYOFFS-CLAIM               0        .00        .00      .00          .00
    C. TOTAL CASH                       38     344.36   1,210.62      .00          .00
 5. NON-CASH COLLECTION
    A. DEBITS
       1.    REVERSALS-ADV               0        .00        .00      .00          .00
       2.    ADJUST-ADVICE               1        .00        .01      .00          .00
       3.    WRITE-UPS-GEN               0        .00        .00      .00          .00
       4.    CAPITAL INT.                0        .00        .00      .00          .00
       5.    WRITE-UPS                   0        .00        .00      .00          .00
       6.    RESALES                     0        .00        .00      .00          .00
    B. CREDITS
       1.    PAYMENTS-ADV.               0        .00        .00      .00          .00
       2.    ADJUST-ADVICE              10        .00       1.55      .00          .00
       3.    WRITE-OFFS-GE               0        .00        .00      .00          .00
       4.    PAYOFFS-CLAIM               0        .00        .00      .00          .00
       5.    CAPITAL INT.                0        .00        .00      .00          .00
       6.    WRITE-OFFS                  0        .00        .00      .00          .00
       7.    CANCELLATIONS               0        .00        .00      .00          .00
    C. TOTAL NON-CASH                   11        .00       1.54      .00          .00
 6. TRANSFERS OUT                                                                            0            .00         .00        .00
 7. OTHER REMOVALS                                                                           0            .00         .00        .00
 8. BALANCE BEFORE ACCRUALS                                                                 92     315,938.16    1,680.82        .00
 9. CURRENT MONTH ACCRUALS                                                                                       2,309.04        .00
10. ADJS PREV PDS EARNINGS                                                                                           1.54        .00
11. ADJS PREV PDS EARNINGS-CLAIMS
    A. DEBITS                                                                                                         .00        .00
    B. CREDITS                                                                                                        .00        .00
    C. TOT ADJS PREV PDS EARN-CLAIMS                                                                                  .00        .00
12. SYSTEM REMOVALS                                                                          0            .00         .00        .00
13. ENDING BALANCE                                                                          92     315,938.16    3,989.86        .00
</TABLE>




<PAGE>



<TABLE>
<CAPTION>
                                               THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                              CASH/NON-CASH RECONCILIATION REPORT -045-
                                                            DATE 12/31/97
                                                 PORTFOLIO # 99999 / STATUS = TOTAL

                                      NO.               BORROWER    GOVT. LT. CHARGES    NO.                   BORROWER    GOVT.
                                     NOTES  PRINCIPAL   INTEREST  INTEREST COLLECTED    NOTES     PRINCIPAL    INTEREST   INTEREST
                                     -----  ---------   -------   -------- ---------    -----     ---------    --------   --------
<S>                                  <C>    <C>         <C>       <C>      <C>          <C>       <C>          <C>        <C>
 1. BEGINNING BALANCE                                                                      0            .00          .00     .00
 2. NEW ACQUISITIONS                                                                    3470   7,432,943.37   186,929.02
 3. TRANSFERS IN                                                                           0            .00          .00     .00
 4. CASH COLLECTIONS
    A. DEBITS
       1.    REVERSALS                 13        .00        2.98       .00     .00
    B. CREDITS
       1.    PAYMENTS                  46   2,748.33    1,447.42       .00     .00
       2.    PAYOFFS-CLAIM              0        .00         .00       .00     .00
    C. TOTAL CASH                      59   2,748.33    1,444.44       .00     .00
 5. NON-CASH COLLECTION
    A. DEBITS
       1.    REVERSALS-ADV              0        .00         .00       .00     .00
       2.    ADJUST-ADVICE              1        .00         .01       .00     .00
       3.    WRITE-UPS-GEN              0        .00         .00       .00     .00
       4.    CAPITAL INT.               0        .00         .00       .00     .00
       5.    WRITE-UPS                  0        .00         .00       .00     .00
       6.    RESALES                    0        .00         .00       .00     .00
    B. CREDITS
       1.    PAYMENTS-ADV.              0        .00         .00       .00     .00
       2.    ADJUST-ADVICE             13        .00        1.58       .00     .00
       3.    WRITE-OFFS-GE              0        .00         .00       .00     .00
       4.    PAYOFFS-CLAIM              0        .00         .00       .00     .00
       5.    CAPITAL INT.               0        .00         .00       .00     .00
       6.    WRITE-OFFS                 0        .00         .00       .00     .00       .00
       7.    CANCELLATIONS              0        .00         .00       .00     .00
    C. TOTAL NON-CASH                  14        .00        1.57       .00     .00
 6. TRANSFERS OUT                                                              .00         0            .00          .00
 7. OTHER REMOVALS                                                                         7      16,400.00       363.85     .00
 8. BALANCE BEFORE ACCRUALS                                                             3463   7,413,795.04   185,119.16     .00
 9. CURRENT MONTH ACCRUALS                                                                                     53,443.63     .00
10. ADJS PREV PDS EARNINGS                                                                                          1.57     .00
11. ADJS PREV PDS EARNINGS-CLAIMS
    A. DEBITS                                                                                                        .00     .00
    B. CREDITS                                                                                                       .00     .00
    C. TOT ADJS PREV PDS EARN-CLAIMS                                                                                 .00     .00
12. SYSTEM REMOVALS                                                                        0            .00          .00     .00
13. ENDING BALANCE                                                                      3463   7,413,795.04   238,562.79     .00
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                   DELINQUENCY/CLAIM/STATUS REPORT
                                         (NOTE 047 - PART 2)
                                            DATE 12/31/97
                                           PORTFOLIO 99999



                                                             OUTSTANDING PRINCIPAL BALANCE                
                                                             -----------------------------                
                      NO.            No.                                                                  
                     NOTES          BORR.       SUBSIDIZED      NON-SUB          TOTAL          % TOT     
                     -----          -----       ----------      -------          -----          -----     
INTERIM:
- -----------------
<S>                  <C>            <C>                <C>   <C>             <C>                <C>       
IN-SCHOOL            3,367          3,292              .00   7,089,256.88    7,089,256.88       95.62     
GRACE                    4              4              .00       8,600.00        8,600.00        0.12     
TOT INTERIM          3,371          3,296              .00   7,097,856.88    7,097,856.88       95.74     
DELINQUENT:
   30-60 DAYS            0             0               .00            .00             .00        0.00     
   61-90 DAYS            0             0               .00            .00             .00        0.00     
   91-120 DAYS           0             0               .00            .00             .00        0.00     
   121-150 DAYS          0             0               .00            .00             .00        0.00     
   151-180 DAYS          0             0               .00            .00             .00        0.00     
   OVER 180 DAYS         0             0               .00            .00             .00        0.00     
   TOT INTERIM           0             0               .00            .00             .00        0.00     
CLAIMS IN PROCESS:
   DEATH                 0             0               .00            .00             .00        0.00     
   DISABILITY            0             0               .00            .00             .00        0.00     
   BANKRUPTCY            0             0               .00            .00             .00        0.00     
   DEFAULT               0             0               .00            .00             .00        0.00     
   TOT INTERIM           0             0               .00            .00             .00        0.00     
      1 - 75 DAYS        0             0               .00            .00             .00        0.00     
      OVER 75 DAYS       0             0               .00            .00             .00        0.00     
TOTAL ENROLLED       3,367         3,292               .00   7,089,256.88    7,089,256.88       95.62     
TOTAL GRACE              4             4               .00       8,600.00        8,600.00        0.12     
TOTAL INTERIM        3,371         3,296               .00   7,097,856.88    7,097,856.88       95.74     
</TABLE>


                                OUTSTANDING ACCRUED INTEREST RECEIVABLE
                                ---------------------------------------
                                         NON-                                  
                        INSURED        INSURED          TOTAL             % TOT
                        -------        -------          -----             -----
INTERIM:
- -----------------                                                      
IN-SCHOOL            234,158.40           .00        234,158.40           98.15
GRACE                    414.53           .00            414.53            0.17
TOT INTERIM          234,572.93           .00        234,572.93           98.33
DELINQUENT:                                                                    
   30-60 DAYS               .00           .00               .00            0.00
   61-90 DAYS               .00           .00               .00            0.00
   91-120 DAYS              .00           .00               .00            0.00
   121-150 DAYS             .00           .00               .00            0.00
   151-180 DAYS             .00           .00               .00            0.00
   OVER 180 DAYS            .00           .00               .00            0.00
   TOT INTERIM              .00           .00               .00            0.00
CLAIMS IN PROCESS:                                                             
   DEATH                    .00           .00               .00            0.00
   DISABILITY               .00           .00               .00            0.00
   BANKRUPTCY               .00           .00               .00            0.00
   DEFAULT                  .00           .00               .00            0.00
   TOT INTERIM              .00           .00               .00            0.00
      1 - 75 DAYS           .00           .00               .00            0.00
      OVER 75 DAYS          .00           .00               .00            0.00
TOTAL ENROLLED       234,158.40           .00        234,158.40           98.15
TOTAL GRACE              414.53           .00            414.53            0.17
TOTAL INTERIM        234,572.93           .00        234,572.93           98.33

<PAGE>

<TABLE>
<CAPTION>
                                               THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                                  DELINQUENCY/CLAIM/STATUS REPORT
                                                        (NOTE 047 - PART 2)
                                                           DATE 12/31/97
                                                          PORTFOLIO 99999


                                                             OUTSTANDING PRINCIPAL BALANCE                
                                                             -----------------------------                
                      NO.            No.                                                                  
                     NOTES          BORR.       SUBSIDIZED      NON-SUB          TOTAL          % TOT     
                     -----          -----       ----------      -------          -----          -----     
REPAYMENT:
- -------------------
<S>                     <C>           <C>             <C>      <C>            <C>                <C>      
ACTIVE CURRENT          68            66              .00      224,166.74     224,166.74         3.02     
FOREBEARANCE             0            0               .00             .00            .00         0.00     
DEFERRED                13            13              .00       49,976.61      49,976.61         0.67     
TOT REPAYMENT           81            79              .00      274,143.35     274,143.35         3.70     
DELINQUENT:
   30-60 DAYS           11            11              .00       41,794.81      41,794.81         0.56     
   61-90 DAYS            0             0              .00             .00            .00         0.00     
   91-120 DAYS           0             0              .00             .00            .00         0.00     
   OVER 120 DAYS         0             0              .00             .00            .00         0.00     
   TOT REPAYMENT        11            11              .00       41,794.81      41,794.81         0.56     
CLAIMS IN PROCESS:
   DEATH                 0             0              .00             .00            .00         0. 00    
   DISABILITY            0             0              .00             .00            .00         0.00     
   BANKRUPTCY            0             0              .00             .00            .00         0.00     
   DEFAULT               0             0              .00             .00            .00         0.00     
   TOT REPAYMENT         0             0              .00             .00            .00         0.00     
      1-75 DAYS          0             0              .00             .00            .00         0.00     
      OVER 75 DAYS       0             0              .00             .00            .00         0.00     
TOT ACTIVE              79            77              .00      265,961.55     265,961.55         3.59     
TOT FOREBEAR             0             0              .00             .00            .00         0. 00    
TOT DEFER               13            13              .00       49,976.61      49,976.61         0.67     
TOT REPAYMENT           92            90              .00      315,938.16     315,938.16         4.26     

PORT TOTAL           3,463         3,386              .00    7,413,795.04   7,413,795.04                  
</TABLE>


                              OUTSTANDING ACCRUED INTEREST RECEIVABLE
                              ---------------------------------------
                                         NON-                                  
                        INSURED        INSURED       TOTAL            % TOT
                        -------        -------       -----            -----
REPAYMENT:
- -------------------
IN-SCHOOL              1,447.31           .00       1,447.31          0.61
GRACE                       .00           .00            .00          0.00
TOT INTERIM            1,327.38           .00       1,327.38          0.56
DELINQUENT:            2,774.69           .00       2,774.69          1.16
   30-60 DAYS                                                             
   61-90 DAYS          1,215.17           .00       1,215.17          0.51
   91-120 DAYS              .00           .00            .00          0.00
   121-150 DAYS             .00           .00            .00          0.00
   151-180 DAYS             .00           .00            .00          0.00
   OVER 180 DAYS       1,215.17           .00       1,215.17          0.51
   TOT INTERIM                                                            
CLAIMS IN PROCESS:          .00           .00            .00          0.00
   DEATH                    .00           .00            .00          0.00
   DISABILITY               .00           .00            .00          0.00
   BANKRUPTCY               .00           .00            .00          0.00
   DEFAULT                  .00           .00            .00          0.00
   TOT INTERIM              .00           .00            .00          0.00
      1 - 75 DAYS           .00           .00            .00          0.00
      OVER 75 DAYS     2,662.48           .00       2,662.48          1.12
TOTAL ENROLLED              .00           .00            .00          0.00
TOTAL GRACE            1,327.38           .00       1,327.38          0.56
TOTAL INTERIM          3,989.86           .00       3,989.86          1.67
                                                                          
                     238,562.79           .00     238,562.79              
                     








<PAGE>


<TABLE>
<CAPTION>
                                         THE NATIONAL COLLEGIATE TRUST 1997 S-2
                                   049 PORTFOLIO CHARACTERISTICS REPORT - NOTE LEVEL
                                                     DATE 12/31/97


                                                                                          TERMS (ANTICIPATED)

                                                                       GRADUATION            GRACE        FINAL PAYOUT
                                         $ WTD             TOTAL       ----------            -----        ------------
                     NO.       NO.      INTEREST          UNPAID     STND     $ WTD      STND    $ WTD    STND    $ WTD
                    LOANS   BORROWERS     RATE          PRINCIPAL     AVE       AVE       AVE      AVE     AVE     AVE
                    -----   ---------     ----          ---------     ---       ---       ---      ---     ---     ---
TOTAL GATE LOANS
<S>                 <C>        <C>       <C>         <C>              <C>       <C>        <C>     <C>     <C>      <C>
   IN-SCHOOL        3,367      3,292     9.06981     7,089,256.88     16        15         3       3       55       68
   IN-GRACE             4          4     9.15988         8,600.00                          1       1       46       53
   IN-PAYOUT           92         90     9.19226       315,938.16                                           0        0
GATE LOANS          3,463      3,386     9.07513     7,413,795.04     16        15         3       3       53       65
</TABLE>



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