PARAGON AUTO RECEIVABLES CORP
8-K, 1999-03-23
ASSET-BACKED SECURITIES
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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 23, 1999     
                                                            -------------------


                    PARAGON AUTO RECEIVABLES CORPORATION
- -------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)



                                  Delaware
- -------------------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation)


          333-63697                                33-063501
- --------------------------------       ----------------------------------------
     (Commission File Number)          (I.R.S. Employer Identification No.)

                                                                               
                                          

   27405 Puerta Real, Suite 200, Mission Viejo, CA                   92691     
- -------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                 (Zip Code)


                               (949) 348-8707     
- -------------------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)


                               Not Applicable
- -------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)









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                                    -1-

<PAGE>




Item 5.  Other Events.

         The Registrant is filing a Statement of Eligibility and
Qualification of Indenture Trustee on Form T-1.


Item 7.  Exhibits.




              Exhibit No.                   Description
              -----------                   -----------

                25.1                        Statement of Eligibility and 
                                            Qualification of Indenture Trustee




                                    -2-

<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 hereunto duly authorized.


                                PARAGON AUTO RECEIVABLES CORPORATION
                                   (Registrant)



Dated: March 23, 1999       By:     /s/ Nancy C. Ferguson                      
                                    ---------------------------------------
                            Name:   Nancy C. Ferguson
                            Title:  Vice President


                                    -3-

<PAGE>



                             INDEX OF EXHIBITS





         Exhibit No.                        Description
         -----------                        -----------

            25.1                            Statement of Eligibility and
                                            Qualification of Indenture Trustee


                                    -4-











                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                       -----------------------------

                                  FORM T-1

                          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)

                NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
            (Exact name of trustee as specified in its charter)

A U.S. National Banking Association                         41-1592157
(Jurisdiction of incorporation or                           (I.R.S. Employer
organization if not a U.S. national                         Identification No.)
bank)

Sixth Street and Marquette Avenue
Minneapolis, Minnesota                                       55479
(Address of principal executive offices)                     (Zip code)

                     Stanley S. Stroup, General Counsel
                NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                     Sixth Street and Marquette Avenue
                        Minneapolis, Minnesota 55479
                               (612) 667-1234
         (Name, address and telephone number of Agent for Service)
                       -----------------------------

                Paragon Auto Receivabnles Owner Trust 1999-A
            (Exact name of obligor as specified in its charter)

Delaware                                                   N/A
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

c/o Wilmington Trust Company
Attn:  Corporate Trust Administration
Rodney Square North
1100 North Market Square
Wilmington, DE                                             19890-0001
(Address of principal executive offices)                   (Zip code)


                       -----------------------------
     Asset Backed Notes of Paragon Auto Receivables Owner Trust 1999-A
                    (Title of the indenture securities)


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<PAGE>




Item 1. General Information. Furnish the following information as to the
        trustee:

               (a)   Name and address of each examining or supervising
                     authority to which it is subject.

                     Comptroller of the Currency
                     Treasury Department
                     Washington, D.C.

                     Federal Deposit Insurance Corporation
                     Washington, D.C.

                     The Board of Governors of the Federal Reserve System
                     Washington, D.C.

               (b)   Whether it is authorized to exercise corporate trust
                     powers.

                     The 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.
                 

               None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1, pursuant to
General Instruction B, because the obligor is not in default as provided
under Item 13.

Item 15.  Foreign Trustee.          Not applicable.
          ---------------

Item 16.  List of Exhibits.         List below all exhibits filed as a part of
                                    this Statement of Eligibility.

          Exhibit 1.     a.         A copy of the Articles of Association of
                                    the trustee now in effect.*

          Exhibit 2.     a.         A copy of the certificate of authority of
                                    the trustee to commence business issued 
                                    June 28, 1872, by the Comptroller of the
                                    Currency to The Northwestern National Bank
                                    of Minneapolis.*

                          b.        A copy of the certificate of the
                                    Comptroller of the Currency dated
                                    January 2, 1934, approving the
                                    consolidation of The Northwestern National
                                    Bank of Minneapolis and The Minnesota Loan
                                    and Trust Company of Minneapolis, with the
                                    surviving entity being titled Northwestern
                                    National Bank and Trust Company of 
                                    Minneapolis.*


                          c.       A copy of the certificate of the Acting 
                                   Comptroller of the Currency dated 
                                   January 12, 1943, as to change of corporate
                                   title of Northwestern National Bank and 
                                   Trust Company of Minneapolis to Northwestern
                                   National Bank of Minneapolis.*

                         d.        A copy of the letter dated May 12, 1983 from
                                   the Regional Counsel, Comptroller of the
                                   Currency, acknowledging receipt of notice of
                                   name change effective May 1, 1983 from
                                   Northwestern National Bank of Minneapolis to
                                   Norwest Bank Minneapolis, National
                                   Association.*
<PAGE>
                         e.        A copy of the letter dated January 4, 1988
                                   from the Administrator of National Banks for
                                   the Comptroller of the Currency certifying
                                   approval of consolidation and merger
                                   effective January 1, 1988 of Norwest Bank
                                   Minneapolis, National Association with
                                   various other banks under the title of
                                   "Norwest Bank Minnesota, National
                                   Association."*

          Exhibit 3.     A copy of the authorization of the trustee to
                         exercise corporate trust powers issued January 2, 1934,
                         by the Federal Reserve Board.*

          Exhibit 4.     Copy of By-laws of the trustee as now in effect.*

          Exhibit 5.     Not applicable.

          Exhibit 6.     The consent of the trustee required by Section 321(b)
                         of the Act.

          Exhibit 7.     Consolidated Reports of Condition and Income of the
                         trustee as of  March 31, 1998.**

          Exhibit 8.     Not applicable.

          Exhibit 9.     Not applicable.





*    Incorporated by reference to the corresponding numbered exhibits to the
     form T-1 filed as Exhibit 25 to registration statement number 33-66026.

**   Incoporated by reference to the paper filing made by Norwest Bank
     Minnesota, National Association on January 29, 1999 pursuant to a
     continuing hardship exemption granted March 13, 1997.



















          *   Incorporated by reference to the corresponding numbered exibits
              to the form T-1 filed as Exhibit 25 to registration statement
              number 33-66026.





<PAGE>











                                 SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Norwest Bank Minnesota, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Minneapolis and State of Minnesota on the 21st day of May,
1998.






                                 NORWEST BANK MINNESOTA,
                                 NATIONAL ASSOCIATION


                                 /s/ Stephen P. Seitz
                                 ------------------------
                                 Stephen  P. Seitz
                                 Assistant Vice President



<PAGE>








                                                       EXHIBIT 6




May 21, 1998



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.





                                 Very truly yours,

                                 NORWEST BANK MINNESOTA,
                                 NATIONAL ASSOCIATION

                                   
                                 /s/ Stephen P. Seitz
                                 ------------------------  
                                 Stephen  P. Seitz
                                 Assistant Vice President









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