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 24, 1997
Trans-World Insurance Company d/b/a Educaid and
Class Notes 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)
On December 24, 1997, ClassNotes Trust-I issued $265,000,000 principal
amount of its Series 1997-2 Notes (the "Notes") in the following classes:
$150,000,000 LIBOR Rate Class A-4 Notes, $57,500,000 Auction Rate Class A-5
Notes and $57,500,000 Auction Rate Class A-6 Notes. The Notes were registered
under a Registration Statement on Form S-3 (No. 333-18877) (the "Registration
Statement"). The Trust also issued $15,000,000 of Auction Rate Certificates,
Class 2 (the "Certificates"). This Current Report on Form 8-K is being filed to
file as exhibits to the Registration Statement certain agreements entered into
in connection with the issuance of the Notes and the Certificates.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO.
1.1 Underwriting Agreement for LIBOR Rate Notes, dated
December 19, 1997, among ClassNotes Trust 1997-I,
Trans-World Insurance Company, ClassNotes Inc., The
Money Store Inc., Salomon Brothers Inc and First
Union Capital Markets Corp.
1.2 Terms Agreement for LIBOR Rate Notes, dated December
19, 1997, among ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The Money Store
Inc., Salomon Brothers Inc and First Union Capital
Markets Corp.
1.3 Underwriting Agreement for Auction Rate Notes, dated
December 19, 1997, among ClassNotes Trust 1997-I,
Trans-World Insurance Company, ClassNotes Inc., The
Money Store and Smith Barney Inc.
1.4 Terms Agreement for Auction Rate Notes, dated
December 19, 1997, among ClassNotes Trust 1997-I,
Trans-World Insurance Company, ClassNotes Inc., The
Money Store Inc. and Smith Barney Inc.
4.1 Second Terms Supplement, dated December 24, 1997,
between The York Bank and Trust Company, as Eligible
Lender Trustee, and Bankers Trust Company, as Indenture
Trustee.
4.2 Second Trust Supplement, dated December 23, 1997,
among Trans-World Insurance Company, ClassNotes Inc.
and The York Bank and Trust Company, as Eligible
Lender Trustee.
99.1 Auction Agent Agreement, dated December 24, 1997,
among The York Bank and Trust Company, as Eligible
Lender Trustee, Bankers Trust Company, as Indenture
Trustee, Bankers Trust Company, as Auction Agent, and
Trans-World Insurance Company.
99.2 Broker-Dealer Agreement, dated December 24, 1997,
among Bankers Trust Company, as Auction Agent, and
Smith Barney Inc, as Broker-Dealer.
99.3 First Supplemental Sale and Servicing Agreement,
dated December 24, 1997, among ClassNotes Trust 1997-
I, Trans-World Insurance Company, ClassNotes Inc.,
The Money Store Inc. and The York Bank and Trust
Company, as Eligible Lender Trustee.
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 and
CLASSNOTES, INC.
By:/s/ Michael Benoff
Name: Michael Benoff
Title: Senior Vice President
Dated: January 6, 1998
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NO.
1.1 Underwriting Agreement for LIBOR Rate
Notes, dated December 19, 1997, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store Inc., Salomon Brothers Inc
and First Union Capital Markets Corp.
1.2 Terms Agreement for LIBOR Rate Notes,
dated December 19, 1997, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store Inc., Salomon Brothers Inc
and First Union Capital Markets Corp.
1.3 Underwriting Agreement for Auction Rate
Notes, dated December 19, 1997, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store and Smith Barney Inc.
1.4 Terms Agreement for Auction Rate Notes,
dated December 19, 1997, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store Inc. and Smith Barney Inc.
4.1 Second Terms Supplement, dated December
24, 1997, between The York Bank and
Trust Company, as Eligible Lender
Trustee, and Bankers Trust Company, as
Indenture Trustee.
4.2 Second Trust Supplement, dated
December 23, 1997, among Trans-World Insurance
Company, ClassNotes Inc. and The York
Bank and Trust Company, as Eligible
Lender Trustee.
99.1 Auction Agent Agreement, dated December
24, 1997, among The York Bank and Trust
Company, as Eligible Lender Trustee,
Bankers Trust Company, as Indenture
Trustee, Bankers Trust Company, as
Auction Agent, and Trans-World Insurance
Company.
99.2 Broker-Dealer Agreement, dated December
24, 1997, among Bankers Trust Company,
as Auction Agent, and Smith Barney Inc,
as Broker-Dealer.
99.3 First Supplemental Sale and Servicing
Agreement, dated December 24, 1997,
among ClassNotes Trust 1997-I, Trans-
World Insurance Company, ClassNotes
Inc., The Money Store Inc. and The York
Bank and Trust Company, as Eligible
Lender Trustee.