AMERICAN CORPORATE ACCRUALS INC
8-K, 1997-12-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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)

                               September 22, 1997
                               ------------------

                        American Corporate Accruals, Inc.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

        New Jersey                     1-13353                  22-3327255
        ----------                     -------                  ----------
(State or other jurisdiction        (Commission               (IRS Employer
      of incorporation)             File Number)            Identification No.)

                  45 Essex Street, Millburn, New Jersey 07041
                  -------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (973) 379-0300
                                                          --------------

- --------------------------------------------------------------------------------

                                     Page 1

<PAGE>


Item 5. Other Events.
        -------------

        On September 22, 1997 the Registrant, as Depositor, entered into a Trust
Agreement with Marine Midland Bank, as Trustee, pursuant to which $45,384,000
American Corporate Accrual Receipts, Series 1 were issued, consisting of
$21,384,000 Coupon Receipts and $24,000,000 Callable Principal Receipts.
Attached as an exhibit is Form T-1 for Marine Midland Bank, as Trustee.

Item 7. Exhibits.
        ---------

        The following exhibits are filed with this Current Report on Form 8-K.

        Exhibit No.                           Description
        ----------                            -----------
           25                                 Form T-1 dated September 22, 1997

                                     Page 2

<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
American Corporate Accruals, Inc. has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                        AMERICAN CORPORATE ACCRUALS, INC.
                                        ---------------------------------
                                                   (Registrant)

Dated:  October 1, 1997          By: \s\ Susan P. Bowen
                                     ------------------
                                     Susan P. Bowen
                                     Senior Vice President

                                     Page 3

<PAGE>


                                  EXHIBIT INDEX
                                  -------------
                           CURRENT REPORT ON FORM 8-K
                           --------------------------

                                                                    Sequential
Exhibit No.                Description                              Page Number
- ----------                 -----------                              -----------
    25                     Form T-1 dated
                           September 22, 1997                       Page 5

                                     Page 4



                                                                  Conformed Copy

                       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)
                                   -----------
                               MARINE MIDLAND BANK
               (Exact name of trustee as specified in its charter)

          New York                                             16-1057879
         (Jurisdiction of incorporation                     (I.R.S. Employer
          or organization if not a U.S.                     Identification No.)
          national bank)

          140 Broadway, New York, N.Y.                        10005-1180
          (212) 658-1000                                      (Zip Code)
          (Address of principal executive offices)

                                Charles E. Bauer
                                 Vice President
                               Marine Midland Bank
                                  140 Broadway
                          New York, New York 10005-1180
                               Tel: (212) 658-1792
            (Name, address and telephone number of agent for service)

                        AMERICAN CORPORATE ACCRUALS, INC.
               (Exact name of obligor as specified in its charter)

              New Jersey                                         22-3327255
              (State or other jurisdiction                    (I.R.S. Employer
              of incorporation or organization)              Identification No.)

              c/o Rickel Securities, Inc.
              45 Essex Street
              Milburn, NJ                                         07041
              (201) 379-0300                                      (Zip Code)
              (Address of principal executive offices)

                  AMERICAN CORPORATE ACCRUAL RECEIPTS, SERIES 1
                         (Title of Indenture Securities)


<PAGE>



                                     General

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

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

                 State of New York Banking Department.

                 Federal Deposit Insurance Corporation, Washington, D.C.

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

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

                          Yes.

Item 2. Affiliations with Obligor.
        --------------------------
                 If the obligor is an affiliate of the  trustee,  describe  each
                 such affiliation.

                          None


<PAGE>




Item 16.  List of Exhibits.
          -----------------
Exhibit
- -------
T1A(i)              *        -       Copy of the Organization Certificate of
                                     Marine Midland Bank.

T1A(ii)             *        -       Certificate of the State of New York
                                     Banking Department dated December 31,
                                     1993 as to the authority of Marine Midland
                                     Bank to commence business.

T1A(iii)                     -       Not applicable.

T1A(iv)             *        -       Copy of the existing By-Laws of Marine
                                     Midland Bank as adopted on January 20,
                                     1994.

T1A(v)                       -       Not applicable.

T1A(vi)             *        -       Consent of Marine Midland Bank required
                                     by Section 321(b) of the Trust Indenture
                                     Act of 1939.

T1A(vii)                     -       Copy of the latest report of condition of
                                     the trustee (June 30, 1997), published
                                     pursuant to law or the requirement of its
                                     supervisory or examining authority.

T1A(viii)                    -       Not applicable.

T1A(ix)                      -       Not applicable.

*     Exhibits previously filed with the Securities and Exchange Commission with
      Registration No. 33-53693 and incorporated herein by reference thereto.


<PAGE>








                                    SIGNATURE

Pursuant to the  requirements  of the Trust  Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York,  has duly caused this statement of eligibility to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  all in
the City of New York and State of New York on the 22nd day of September, 1997.

                                                             MARINE MIDLAND BANK

                                                        By: /s/ ROBERT A. CONRAD
                                                            --------------------
                                                                Robert A. Conrad
                                                                  Vice President

<PAGE>


                                                               EXHIBIT T1A (VII)

                              Board of Governors of the Federal Reserve System
                              OMB Number: 7100-0036

                              Federal Deposit Insurance Corporation
                              OMB Number: 3064-0052

                              Office of the Comptroller of the Currency
                              OMB Number: 1557-0081

FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL        Expires March 31, 1999
- --------------------------------------------------------------------------------
                                                                            ----
                                                                             1
                                                                            ----
This financial information has not been reviewed, or confirmed
for accuracy or relevance, by the federal reserve system.
                                                           Please refer to page
                                                           i, Table of Contents,
                                                           for the required
                                                           disclosure of
                                                           estimated burden.

- --------------------------------------------------------------------------------

CONSOLIDATED  REPORTS  OF  CONDITION  AND INCOME  FOR A BANK WITH  DOMESTIC  AND
FOREIGN OFFICES--FFIEC 031

REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1997

                                                                        (950630)
                                                                    ------------
                                                                     (RCRI 9999)

This report is required by law; 12 U.S.C. ss.324 (State member banks); 12 U.S.C.
ss. 1817 (State nonmember banks);  and 12 U.S.C.  ss.161 (National banks).

This  report  form is to be  filed  by  banks  with  branches  and  consolidated
subsidiaries   in  U.S.   territories   and   possessions,   Edge  or  Agreement
subsidiaries,   foreign  branches,  consoli-  dated  foreign  subsidiaries,   or
International Banking Facilities.
- --------------------------------------------------------------------------------

NOTE: The Reports of Condition and Income must be signed
by an authorized officer and the Report of Condition must be
attested to by not less than two directors (trustees) for State
nonmember banks and three directors for State member and
National Banks.

I, Gerald A. Ronning, Executive VP & Controller
- -----------------------------------------------
     Name and Title of Officer Authorized to Sign Report

of the named bank do hereby  declare that these  Reports of Condition and Income
(including the supporting  schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.

     /s/ Gerald A. Ronning
- -----------------------------------------------
Signature of Officer Authorized to Sign Report

       7/25/97
- -----------------------------------------------
Date of Signature

The  Reports of  Condition  and Income are to be  prepared  in  accordance  with
Federal regulatory authority instructions.  NOTE: These instructions may in some
cases differ from generally accepted accounting principles.

We, the  undersigned  directors  (trustees),  attest to the  correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been  examined  by us and to the  best of our  knowledge  and  belief  has  been
prepared in conformance with the instructions  issued by the appropriate Federal
regulatory authority and is true and correct.

   /s/ James H. Cleave
- ---------------------------------------
Director (Trustee)

   /s/ Bernard J. Kennedy
- ---------------------------------------
Director (Trustee)

   /s/ Malcolm Burnett
- ---------------------------------------
Director (Trustee)

FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANK:  Return the original and one copy to the appropriate  Federal
Reserve District Bank.

STATE  NONMEMBER  BANKS:  Return the original only in the SPECIAL RETURN ADDRESS
ENVELOPE PROVIDED. If express mail is used in lieu of the special return address
envelope,  return the original only to the FDIC, c/o Quality Data Systems,  2127
Espey Court, Suite 204, Crofton, MD 21114.

NATIONAL BANKS:  Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE
PROVIDED.  If  express  mail  is used in  lieu  of the  special  return  address
envelope,  return the original only to the FDIC, c/o Quality Data Systems,  2127
Espey Court, Suite 204, Crofton, MD 21114.

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FDIC Certificate Number           0   0    5    8    9
                                 -------- ---- ---- ---
                                      (RCRI 9030)
<PAGE>





                NOTICE

This  form  is  intended   to  assist   institutions   with  state   publication
requirements.  It has not been approved by any state banking authorities.  Refer
to your  appropriate  state  banking  authorities  for  your  state  publication
requirements.

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank              of Buffalo
     Name of Bank                City

in the state of New York, at the close of business
June 30, 1997

ASSETS

                 Thousands
                 of dollars

Cash and balances due from depository institutions:

   Noninterest-bearing balances
   currency and coin....................................            $ 1,044,050
   Interest-bearing balances ...........................              2,065,434
   Held-to-maturity securities..........................              0
   Available-for-sale securities........................              3,576,879

   Federal funds sold and securities purchased
   under agreements to resell............................             3,311,653

Loans and lease financing receivables:

   Loans and leases net of unearned
   income................................................            20,801,413
   LESS: Allowance for loan and lease
   losses................................................            429,338
   LESS: Allocated transfer risk reserve ................            0

   Loans and lease, net of unearned
   income, allowance, and reserve.......................             20,372,075
   Trading assets.......................................             982,806
   Premises and fixed assets (including
   capitalized leases)..................................             221,952

Other real estate owned.................................             8,293
Investments in unconsolidated
subsidiaries and associated companies...................             0
Customers' liability to this bank on
acceptances outstanding.................................             26,490
Intangible assets.......................................             495,034
Other assets............................................             530,288
Total assets............................................             32,634,954


LIABILITIES

Deposits:

   In domestic offices..................................             20,705,098

   Noninterest-bearing..................................              4,382,353


<PAGE>


   Interest-bearing....................................              16,322,745

In foreign offices, Edge, and Agreement
subsidiaries, and IBFs..................................             3,458,100

   Noninterest-bearing..................................             0
   Interest-bearing.....................................             3,458,100

Federal funds sold and securities purchased
   under agreements to resell...........................             3,784,599
Demand notes issued to the U.S. Treasury                             300,000
Trading Liabilities.....................................             169,194

Other borrowed money:
   With a remaining maturity of one year
   or less..............................................             878,716
   With a remaining maturity of more than
   one year through three years.........................             133,670
   With a remaining maturity of more than
   three years..........................................             112,907
Bank's liability on acceptances
executed and outstanding................................             26,490
Subordinated notes and debentures.......................             497,648
Other liabilities.......................................             336,900
Total liabilities.......................................             30,403,322
Limited-life preferred stock and
related surplus.........................................             0

EQUITY CAPITAL

Perpetual preferred stock and related
surplus.................................................             0
Common Stock............................................             205,000
Surplus.................................................             1,983,530
Undivided profits and capital reserves..................             38,878
Net unrealized holding gains (losses)
on available-for-sale securities........................             4,224
Cumulative foreign currency translation
adjustments.............................................             0
Total equity capital....................................             2,231,632
Total liabilities, limited-life
preferred stock, and equity capital.....................             32,634,954




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