SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[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
[ ] 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: 333-35825-01
CRESTAR STUDENT LOAN TRUST 1997-1
(Issuer in respect of the Crestar Student Loan Trust 1997-1 Student Loan
Asset-Backed Notes)
(Exact name of registrant as specified in its charter)
Delaware 54-1872152
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(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
919 East Main Street, Richmond, Virginia 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 343-9400
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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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Not Applicable.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked price of such stock, as of a specified date within 60 days prior to the
date of the filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.)
Not Applicable.
The index exhibit is on page 11.
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Introductory Note
The Registrant, Crestar Student Loan Trust 1997-1, was formed
pursuant to that certain Trust Agreement dated as of December 1, 1997 by and
between Crestar Bank, as Depositor, Star Bank,N.A. as Eligible Lender Trustee,
and Delaware Trust Capital Management as Delaware Trustee. The Registrant is the
issuer of the Crestar Student Loan Trust 1997-1 Asset-Backed Notes (the
"Notes"), issued under an Indenture dated as of December 1, 1997 by and between
the Registrant and Bankers Trust Company as Indenture Trustee.
This Form 10-K has been prepared with modified disclosure in
accordance with past exemptions from the reporting requirements granted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 for
issuers substantially similar to the Registrant. Items designated herein as "Not
Applicable" have been specifically omitted in reliance on such prior exemptions.
<PAGE>
Part I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal
proceedings involving the Registrant, the Indenture Trustee,
the Eligible Lender Trustee, Delaware Trustee, or the Master
Servicer with respect to the Notes or the Registrant's
property.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
(a) Subsection references herein refer to Section 201 of
Regulation S-K.
(a) No established public trading market for the
Notes exists.
(b) As of December 31, 1997 the number of holders of
the publicly offered Notes was 9.
(c) Not Applicable.
(b)
1) December 9, 1997 is the effective date of the Securities
Act registration statement for which the use of proceeds
information is being disclosed. The Commission file number
is 333-35825.
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2) The offering date was December 17, 1997.
3) The offering did not terminate before the securities were
sold.
4)
i) The offering has terminated with all securities sold.
ii) The managing underwriters were Salomon Brothers Inc.,
Crestar Securities Corporation, and Morgan Stanley &
Co., Incorporated
iii) $222,900,000 of Asset-Backed Notes comprised of the
following classes: $130,000,000 Senior LIBOR Rate
Class A-1 Notes; $84,000,000 Senior LIBOR Rate Class
A-2 Notes, and $8,900,000 Subordinate LIBOR Rate
Class B Notes
iv) Amounts registered and amounts sold are the full
amount indicated in iii) above. The offering price of
the amount registered and the amount sold was 100%.
v) The aggregate amount of expenses was $1,337,400
(including $668,340 of underwriter's discount). These
payments were direct or indirect payments to parties
other than directors, officers, general partners of
the issuer or their associates; to persons owning ten
(10) percent or more of any class of equity
securities of the issuer; and to affiliates of the
issuer.
vi) The net offering proceeds were $221,562,600.
vii) The net proceeds were used to make the initial
Reserve Account deposit, deposits into certain other
Trust Accounts, and for general corporate purposes.
These payments were not made to directors, officers,
general partners of the issuer or their associates;
to persons owning ten (10) percent or more of any
class of equity securities of the issuer; and to
affiliates of the issuer.
viii) The use of proceeds does not differ from that
specified in prospectus.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Not Applicable.
Item 7A. Quantitative and Qualitative Discussions about Market Risks.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
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Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
None.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
(a) As of December 31, 1997 the Notes were registered in the
name of CEDE & Co., as nominee of the Depository Trust
Company (DTC). The books of DTC indicate that the six (6)
DTC participant institutions listed below are record owner
of at least five percent (5%) of the Notes issued by the
Registrant. Only such participants, however, know the
identity of the beneficial owner of the Notes. Pursuant to
subparagraph (a) of Item 403 of regulation S-K, required
information as holders of record of five percent or more of
Notes as of December 31, 1997 is as follows:
Bankers Trust Company - $56,500,000 principal value (25.3%
of Notes)
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY/ITC - $18,000,000 - (8.1% of Notes)
c/o N.A. Schapiro & Co. Inc
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
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Chase/Chemical - $63,000,000 (28.2% of Notes)
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Boston Safe Deposit and Trust Company - $12,000,000 (5.4%
of Notes)
c/o Mellon Bank, N.A
Three Mellon Center, Room 153-3015
Pittsburgh, PA 15259
Citibank - $16,500,000 (7.4% of Notes)
P.O. Box 30576
Tampa, FL 33630-3576
Deutsche Morgan Grenfell Inc. - $42,000,000 (18.8% of Notes)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NJ 11717
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
None or Not Applicable.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following documents are filed as part of the
report
(1) Financial Statements.
Not Applicable.
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(2) Financial Statement Schedules
Not Applicable.
(b) The registrant filed the following current reports on
Form 8-K for the fourth quarter of 1997:
Registrant filed one 8-K dated January 27, 1998, reporting
under Item 5 thereof, the regular monthly distribution to
the holders of the Notes and the Noteholders' Statement.
(c) Exhibits.
99.1 - Crestar Student Loan Trust 1997-1 Fiscal Year-End
Series Report
Independent Public Accountant's report for the period ended
December 31, 1997 - Not Applicable.
Annual Compliance Statement for the period ended December
31, 1997 - Not Applicable.
(d) Additional financial statements
(4) Separate Financial Statements of subsidiaries not
consolidated and fifty-percent-or-less persons.
None.
(2) Affiliates whose securities are pledged collateral.
None.
(3) Schedules.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on behalf
of Crestar Student Loan Trust 1997-1 by the undersigned, thereunto duly
authorized.
CRESTAR STUDENT LOAN TRUST 1997-1
By: CRESTAR BANK, as Administrator
and Master Servicer and on behalf of
Crestar Student Loan Trust 1997-1
By: /s/ Mark Smith
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Mark Smith
Senior Vice President
Date: December 31, 1997
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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
(a) (1) No annual report is provided to the Noteholders
other than with respect to aggregate principal and
interest payments.
(a) (2) No proxy statement, form of proxy or other proxy
soliciting material has been sent to any Noteholder with
respect to any annual or other meeting of Noteholders.
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INDEX TO EXHIBITS
Exhibit
Number Exhibits
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99.1 Crestar Student Loan Trust 1997-1 Fiscal Year End Annual Report
Noteholders' Statement for Crestar Student Loan Trust 1997-1 pursuant to Section
5.7(a) of Transfer and Servicing Agreement (capitalized terms used herein are
defined in Appendix A thereto)
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<CAPTION>
<S> <C>
CUSIP $130,000,000 Senior LIBOR Rate Class A-1 Notes 226092 AA2
$84,000,000 Senior LIBOR Rate Class A-2 Notes 226092 AB0
$8,900,000 Subordinate LIBOR Rate Class B Notes 226092 AC8
Distribution Date: January 26, 1998
(i) Principal Factor:
(a) Class A-1 Notes: 1.0000000
(b) Class A-2 Notes: 1.0000000
(c) Class B Notes: 1.0000000
(ii) Amount of principal being paid or distributed:
(a) Class A-1 Notes: $0.00
(b) Class A-2 Notes: $0.00
(c) Class B Notes: $0.00
(d) Certificates: $0.00
(iii) (a) Amount of interest being paid or distributed:
(1) Class A-1 Notes: $886,956.78
(2) Class A-2 Notes: $578,710.53
(3) Class B Notes: $0.00
(4) Certificates: $0.00
All based on Formula Interest Rate
(the Class Initial Rate)
(b) Applicable Interest Rate:
(1) Class A-1 Notes: 6.14047%
(2) Class A-2 Notes: 6.20047%
(3) Class B Notes: 6.43047%
(4) Certificates: 7.48%
(iv) Amount of distribution allocable to any Noteholders'
Interest Carryover:
(a) Class A-1 Notes: $0.00
(b) Class A-2 Notes: $0.00
(c) Class B Notes: $0.00
(v) Pool Balance at end of preceding Collection Period: $209,520,451.54
(vi) After giving effect to distributions on this Distribution Date:
(a) outstanding principal amount of Class A-1 Notes: $130,000,000.00
(b) outstanding principal amount of Class A-2 Notes: $84,000,000.00
(c) outstanding principal amount of Class B Notes: $8,900,000.00
(d) Certificate Balance: $1,000.00
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(vii) Amount of Servicing Fee, Administration Fee, Indenture Trustee
Fee, Delaware Trustee Fee, and Eligible Lender Trustee Fee
to be allocated for the upcoming Distribution Date: $0.00
(viii) Aggregate amount of Realized Losses (if any) for the Collection
Period immediately preceding the Distribution Date: $0.00
(ix) (a) Amount of distribution attributable to amounts in the
Reserve Account: $0.00
(b) Amount of other withdrawals from the Reserve Account: $0.00
(c) Reserve Account Balance: $2,190,464.00
(d) Parity Percentage: 99.14%
(e) Amount of Parity Percentage Payments: $0.00
(x) The aggregate Purchase Amount paid for Financed Student Loans
purchased from the trust during the immediately preceding
Collection Period: $0.00
(xi) During the Subsequent Finance Period only, the aggregate Issuer
2.3(b) Payments and Adjustment Payments, stated separately,
for the immediately preceding Collection Period: $0.00
(xii) Amount of Financed Student Loans:
(a) that are 31 through 60 days delinquent: $6,813,113.73
(b) that are 61 through 90 days delinquent: $3,264,964.26
(c) that are 91 through 120 days delinquent: $68,407.77
(d) that are more than 120 days delinquent: $0.00
(e) for which claims have been filed with
the appropriate Guarantor or the Department
of HHS and which are awaiting payment: $4,751.27
</TABLE>
