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) March 16, 1998
Trans-World Insurance Company d/b/a Educaid and
ClassNotes Inc. (as Sellers) on behalf of
ClassNotes Trust 1997-I, Series 1998-1
ClassNotes, Inc.
TRANS-WORLD INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 333-47757 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
statements (Nos. 333-18877 and 333-47757) 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, Series 1998-1 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 March 16, 1998 in connection
with the consolidated financial statements of Ambac
Assurance Corporation and Subsidiaries.
23.2 Consent of Rhoads & Sinon LLP, dated
March 13, 1998.
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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 SERIES-1
By:
TRANS-WORLD INSURANCE COMPANY, Seller
CLASSNOTES INC., Seller
By:/S/ MICHAEL BENOFF
Name: Michael Benoff
Title: Senior Vice President
Dated: March 16, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NO.
23.1 Consent of KPMG Peat Marwick LLP,
dated as of March 16, 1998...................... 5
23.2 Consent of Rhoads & Sinon LLP.....................6
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statements
(Nos. 333-18877 and 333-47757) 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 March 16, 1998, 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.
New York, New York
March 16, 1998
EXHIBIT 23.2
CONSENT OF COUNSEL
March 13, 1998
We hereby consent to the reference to our Firm and our opinions with
respect to certain Pennsylvania tax consequences in the Prospectus Supplement
filed with respect to the ClassNotes Trust 1997-I. In giving such consent, we do
not hereby admit that we are experts within the meaning of Section 7 of the
Securities Act of 1933.
RHOADS & SINON LLP
By:/S/ PAUL F. WESSELL
Paul F. Wessell
