ITEM 1. BUSINESS
Omitted.
ITEM 2.
ITEM 2. PROPERTIES
The property of the Registrant includes a pool of guaranteed education loans (the "Financed Student Loans") to students and parents of students acquired by The First National Bank of Chicago, as the eligible lender trustee (the "Eligible Lender Trustee") on behalf of the Registrant from First Union National Bank ("First Union"), collections and other payments with respect to the Financed Student Loans and monies on deposit in certain accounts held for the benefit of the Registrant. For more information regarding the property of the Registrant, see the Annual Compliance Certificate of the Administrator and the Annual Compliance Certificate of the Master Servicer (attached hereto as Exhibits 99.1 and 99.2, respectively) provided by First Union as the administrator and master servicer of the Registrant pursuant to Section 3.09 of the Master Servicing Agreement, dated as of July 1, 1997 (the "Master Servicing Agreement"), among the Registrant, First Union, as master servicer and administrator, and the Eligible Lender Trustee.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving the Trust or its property.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
No matters were submitted to either the certificateholders or noteholders for a vote or consent during the period covered by this Annual Report on Form 10-K.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 1997, there was one registered holder of the Registrant's Floating Rate Asset Backed Certificates (the "Certificates"). There is no established public market in which such Certificates are traded.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Omitted.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCUSSIONS ABOUT MARKET RISKS.
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, the Certificates were registered in the name of (i) NBD Bank and (ii) CEDE & Co., as nominee of the Depository Trust Company ("DTC"). The books of DTC indicate that the institution listed below is the only record owner of in excess of five percent (5%) of the Certificates issued by the Registrant. Only such participant, however, knows the identity of the beneficial owners of the Certificates.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Not applicable.
(b) Reports on Form 8-K.
Current Reports on Form 8-K, reporting under Item 5, were filed with the Commission on July 22 and December 27, 1997.
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated May 5, 1998
FIRST UNION STUDENT LOAN TRUST 1997-1
By: FIRST UNION NATIONAL BANK, not in its individual capacity but solely as Administrator
By: /s/ John M. Gordon ---------------------------- Name: John M. Gordon Title: Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to certificateholders subsequent to the filing of this report.
EXHIBIT INDEX