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 20, 1997
Trans-World Insurance Company d/b/a Educaid and ClassNotes Inc.(as
Sellers) on behalf of ClassNotes Trust 1997-I.
ClassNotes Inc., as Seller
Trans-World Insurance Company d/b/a Educaid, as
Seller (Exact name of registrant as specified in
its charter)
Delaware 22-3400682
Arizona 333-18877 86-0255348
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) ID Number)
3301 C Street, Suite 100-M, Sacramento, California 95816
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (916) 446-5000
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
The consolidated financial statements of AMBAC Indemnity Corporation and its
subsidiaries as of December 31, 1996 and December 31, 1995 and for the three
years ended December 31, 1996, prepared in accordance with generally accepted
accounting principles, included in the Current Report on Form 8-K of AMBAC
Inc. (which was filed with the Commission on March 12, 1997; Commission File
Number 1-10777) are hereby incorporated by reference into this Form 8-K and in
the registration statement (No. 333-18877) on Form S-3 of The Money Store
Inc., ClassNotes Inc. and Trans-World Insurance Company d/b/a Educaid.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No.
8.1 Opinion of Rhoads & Sinon with respect to
Pennsylvania tax matters.
3.1 Consent of Rhoads & Sinon (included as part
of Exhibit 8.1).
3.2 Consent of KPMG Peat Marwick LLP, dated as
of March 19, 1997, in connection with
the consolidated financial statements of
AMBAC Indemnity Corporation and
Subsidiaries.
<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 thereunto duly authorized.
CLASSNOTES TRUST 1997-I
By:
TRANS-WORLD INSURANCE COMPANY, Seller
CLASSNOTES INC., Seller
By: /s/ Morton Dear
Name: Morton Dear
Title: Executive Vice President
of Trans-World Insurance Company
d/b/a Educaid and ClassNotes Inc.
Dated: March 20, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit Page No.
8.1 Opinion of Rhoads & Sinon with
respect to Pennsylvania tax
matters..................................................
23.1 Consent of Rhoads & Sinon
(included as part of Exhibit 8.1)........................
23.2 Consent of KPMG Peat Marwick LLP,
dated as of March 19, 1997...............................
EXHIBIT 8.1
231-6617
March 20, 1997 5949/01
RE: CLASSNOTES TRUST 1997-I
REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 333-18877)
The Money Store Inc.
Trans-World Insurance Company
ClassNotes, Inc.
2840 Morris Avenue
Union, NJ 07083
Gentlemen:
We are delivering this opinion in connection with the filing by
Trans-World Insurance Company d/b/a Educaid, an Arizona insurance company, and
ClassNotes Inc., a Delaware corporation, (the "Sellers"), on behalf of
ClassNotes Trust 1997-I, a Pennsylvania business trust to be formed on or about
March 21, 1997 (the "Trust"), of a Current Report on Form 8-K relating to
Registration Statement on Form S-3 (File No. 333-18877), which was declared
effective by the Securities and Exchange Commission on March 11, 1997 (the
"Registration Statement"). The Registration Statement relates to the offering,
from time to time, of one or more series (each, a "Series") of Asset Backed
Notes (the "Notes") issued by one or more master trusts. The Trust will be
issuing Notes from time to time in one or more Series pursuant to an Indenture,
to be dated as of March 21, 1997 (as amended and supplemented from time to time,
the "Master Indenture"), and a related Terms Supplement authorizing the related
Series (each as amended from time to time, a "Terms Supplement" and, together
with the Master Indenture and each other Terms Supplement, the "Indenture")
between the Trust and Bankers Trust Company, a New York banking corporation, as
Indenture Trustee (the "Indenture Trustee").
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including (a) a form of the prospectus to be dated
March 11, 1997 and included in such Registration Statement (the "Prospectus"),
and a form of the Prospectus Supplement to be dated March 19, 1997 relating to
the Notes (the "Prospectus Supplement"), and (b) the following documents (i) the
form of the Trust Agreement to be dated as of March 21, 1997, between the
Sellers and The York Bank and Trust Company, as Eligible Lender Trustee (the
"Eligible Lender Trustee"), (ii) the form of the Master Indenture, (iii) a form
of Terms Supplement, (iv) the form of the Sale and Servicing Agreement (the
"Sale and Servicing Agreement"), dated as of February 28, 1997, among The Money
Store, Inc. (the "Representative"), the Sellers, the Trust and the Eligible
Lender Trustee, (v) the form of the Administration Agreement, dated as of March
21, 1997, among the Sellers, the Eligible Lender Trustee and the Indenture
Trustee, and (vi) specimen Notes. We also have examined such other documents,
papers, statutes and opinions as are hereinafter set forth. In our examination
of such material, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us as certified or
reproduced copies. We have also assumed that, with respect to documents
submitted to us in draft form, the final form of such document conforms to the
form examined. As to various matters material to such opinions, we have relied
upon the representations and warranties in the Indenture and statements and
certificates of officers and representatives of the Representative, the Sellers
and others. As to the classification of the Trust as a partnership and the Notes
as debt for federal income tax purposes, we have relied upon the opinion of
Stroock & Stroock & Lavan LLP dated March 7, 1997, and have not made any
independent analysis or investigation of such federal tax issues.
Based upon the foregoing, we are of the opinion that the information
in the Prospectus Supplement under "Summary of Terms of the Series 1997-1 Notes
- - - Tax Considerations" and under the captions "CERTAIN TAX CONSEQUENCES - Certain
Pennsylvania Tax Consequences With Respect to the Series 1997-1 Notes", "-
Certain Pennsylvania Tax Consequences with Respect to the Certificates" and "-
Pennsylvania Tax Characteristics of the Trust," to the extent that it
constitutes matters of Pennsylvania law or legal conclusions with respect
thereto, is correct in all material respects.
This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this opinion
letter should be read in conjunction therewith.
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K and the Registration Statement, to the reference to us in the
Prospectus and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Representative, the Sellers and the Trust or any
dealer in connection with the registration of the Notes under the securities or
blue sky laws of any state or jurisdiction. In giving such permission, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the General Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
RHOADS & SINON LLP
By:_______________________
Sherill T. Moyer
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
AMBAC Indemnity Corporation:
We consent to the incorporation by reference in the registration
statement (No. 333-18877) on Form S-3 of The Money Store Inc., ClassNotes Inc.
and Trans-World Insurance Company (d/b/a Educaid) of our report dated January
30, 1997 with respect to the consolidated financial statements of AMBAC
Indemnity Corporation and subsidiaries as of December 31, 1996 and 1995, and for
each of the years in the three-year period ended December 31, 1996, which report
appears in the Form 8-K of AMBAC Inc. dated March 12, 1997 and to the reference
to our firm under the heading "Experts" in the Prospectus Supplement of The
Money Store Inc., ClassNotes Inc. and the Trans-World Insurance Company d/b/a
Educaid dated March 19, 1997.
KPMG Peat Marwick L.L.P.
New York, New York
March 20, 1997
