TRANSITION AUTO FINANCE INC
15-15D, 1997-03-31
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

      Certification and Notice of Termination of Registration under Section
      12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to
            File Reports Under Section 13 and 15(d) of the Securities
                              Exchange Act of 1934.
                        Commission File Number 33-93492-D
                          Transition Auto Finance Inc.
             (Exact name of registrant as specified in its charter)

                    10670 North Central Expressway, Suite 235
                               Dallas, Texas 75231
                                 (214) 739-4112
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

             $10,000,000 Floating Rate Redeemable Asset-Based Notes
            (Title of each class of securities covered by this Form)

                                      N/A
                       ----------------------------------
   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

                  Please place an X in the box(es) to designate the  appropriate
         rule provision(s)  relied upon to terminate or suspend the duty to file
         reports:

      Rule 12g-4(a)(1)(i)       [ ]               Rule 12h-3(b)(1)(ii)      [ ]
      Rule 12g-4(a)(1)(ii)      [ ]               Rule 12h-3(b)(2)(i)       [ ]
      Rule 12g-4(a)(2)(i)       [ ]               Rule 12h-3(b)(2)(ii)      [ ]
      Rule 12g-4(a)(2)(ii)      [ ]               Rule 15d-6                [ ]
      Rule 12h-3(b)(1)(i)       [X]

 Approximate number of holders of record as of the certification or notice date:
                                        1
             -----------------------------------------------------

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

         DATE:  March 28, 1997                    BY:/s/Kenneth C. Lowe
              ----------------------------------------------------------------
                                                     Kenneth C. Lowe, President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

CORPDAL:63763.1  27287-00001



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