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 17, 1998
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 333-18877 22-3400682
ARIZONA 333-47757 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 March 17, 1998, ClassNotes Trust-I issued $410,000,000 principal
amount of its Series 1998-1 Auction Rate Asset Backed Notes (the "Notes") in the
following classes: Class A-7 Notes, Class A-8 Notes, Class A-9 Notes and Class
A-10 Notes. The Notes were registered under two Registration Statements each on
Form S-3 (Nos. 333-18877 and 333-47757) (the "Registration Statements"). This
Current Report on Form 8-K is being filed to file as exhibits to the
Registration Statements 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 Auction Rate Notes, dated March 16,
1998, among ClassNotes Trust 1997-I, Trans-World Insurance Company,
ClassNotes Inc., The Money Store and Smith Barney Inc. on behalf of
the several underwriters.
1.2 Terms Agreement for Auction Rate Notes, dated March 16, 1998, among
ClassNotes Trust 1997-I, Trans-World Insurance Company, ClassNotes
Inc., The Money Store Inc. and Smith Barney Inc. on behalf of the
several underwriters.
4.1 Third Terms Supplement, dated March 17, 1998, between The York Bank
and Trust Company, as Eligible Lender Trustee, and Bankers Trust
Company, as Indenture Trustee.
4.2 Third Trust Supplement, dated March 16, 1998, among Trans-World
Insurance Company, ClassNotes Inc. and The York Bank and Trust
Company, as Eligible Lender Trustee.
99.1 Auction Agent Agreement, dated March 17, 1998, 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 March 17, 1998, among Bankers Trust
Company, as Auction Agent, and Smith Barney Inc, as Broker-Dealer.
99.3 Second Supplemental Sale and Servicing Agreement, dated March 17,
1998, 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: March 27, 1998
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NO.
1.1 Underwriting Agreement for Auction Rate
Notes, dated March 16, 1998, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store and Smith Barney Inc.
on behalf of the several underwriters.
1.2 Terms Agreement for Auction Rate Notes,
dated March 17, 1998, among
ClassNotes Trust 1997-I, Trans-World
Insurance Company, ClassNotes Inc., The
Money Store Inc. and Smith Barney Inc.
on behalf of the several underwriters.
4.1 Third Terms Supplement, dated March
17, 1998, between The York Bank and
Trust Company, as Eligible Lender
Trustee, and Bankers Trust Company, as
Indenture Trustee.
4.2 Third Trust Supplement, dated
March 17, 1998, among Trans-World
Insurance Company, ClassNotes Inc. and
The York Bank and Trust Company, as
Eligible Lender Trustee.
99.1 Auction Agent Agreement, dated March
17, 1998, 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 March
17, 1998, among Bankers Trust Company,
as Auction Agent, and Smith Barney Inc,
as Broker-Dealer.
99.3 Second Supplemental Sale and Servicing
Agreement, dated March 17, 1998,
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.