SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) DECEMBER 19, 1997
Trans-World Insurance Company d/b/a Educaid and
ClassNotes Inc.(as Sellers) on behalf of
ClassNotes Trust 1997-I.
ClassNotes, Inc.
TRANS-WORLD INSURANCE COMPANY
(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)
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Item 5. OTHER EVENTS
The consolidated financial statements of Ambac Assurance 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
Financial Group, Inc. (formerly AMBAC Inc.) (which was filed with the Commission
on March 12, 1997; Commission File Number 1-10777) and the consolidated
financial statements of Ambac Assurance Corporation and its subsidiaries as of
September 30, 1997, and for each of the nine month periods ended September 30,
1997 and September 30, 1996, included in the Quarterly Report on Form 10-Q of
Ambac Financial Group, Inc. for the period ended September 30, 1997 (which was
filed with the Commission on November 14, 1997) are hereby incorporated by
reference in (i) this Current Report on Form 8-K; (ii) the registration
statement (No. 333-18877) on Form S-3 of ClassNotes Inc. and Trans-World
Insurance Company d/b/a Educaid; and (iii) the Prospectus Supplement for the
ClassNotes Trust 1997-I and shall be deemed to be part hereof and thereof.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO.
23.1 Consent of KPMG Peat Marwick LLP,
dated as of December 19, in
connection with the consolidated
financial statements of Ambac
Assurance Corporation and
Subsidiaries.
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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/ Michael Benoff
Name: Michael Benoff
Title: Senior Vice President
Dated: December 19, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NO.
23.1 Consent of KPMG Peat Marwick LLP,
dated as of December 19, 1997....................... 5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-18877) of ClassNotes, Inc. and Trans-World Insurance Company d/b/a
Educaid (the "Registrant") and in the Prospectus Supplement of the Registrant
(the "Prospectus Supplement"), included in the Form 8-K of the Registrant dated
December 19, 1997, of our report dated January 30, 1997 on the consolidated
financial statements of Ambac Assurance Corporation (formerly AMBAC Indemnity
Corporation ) 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 Financial Group, Inc. (formerly AMBAC Inc.) dated March 12, 1997 and to
the reference to our firm under the heading "Experts" in the Prospectus
Supplement.
/S/ KPMG Peat Marwick LLP
New York, New York
December 19, 1997
