<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number 33-84492
The Money Store Inc. (as Representative under a Pooling and Servicing
Agreement dated as of February 29, 1996 providing for the issuance of
TMS Home Equity Loan Asset Backed Certificates, Series 1996-A) and each
of the Originators listed on Exhibit A attached hereto.
The Money Store Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 68-0381964
- ---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
2840 Morris Avenue, Union, NJ 07083
- --------------------------------------- ---------
(Address of principal executive offices (Zip Code)
908-686-2000
-------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------ -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Not Applicable
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. Not Applicable
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of December 31, 1996. Not Applicable
<PAGE>
THIS ANNUAL REPORT ON FORM 10-K IS FILED PURSUANT TO A REQUEST FOR NO-ACTION
LETTER FORWARDED TO THE OFFICE OF CHIEF COUNSEL DIVISION OF CORPORATION
FINANCING, DATED JUNE 18, 1993 AND THE RESPONSE OF THE SEC DATED AUGUST 4, 1993
TO THE NO-ACTION REQUEST.
PART I
------
Item 1. BUSINESS
--------
Omitted pursuant to the "Request for no-action letter forwarded
to the Office of Chief Counsel Division of Corporation Finance"
dated June 18, 1993 and the response of the SEC dated August 4,
1993 to the no-action request.
Item 2. PROPERTIES
----------
Reference is made to the Annual Compliance Certificate attached
as Exhibit 20 hereto. Reference is made to the annual Independent
Accountant's Report on the Servicer's compliance with loan
servicing standards as prepared by KPMG Peat Marwick, the
Servicer's and Registrant's Independent Certified Public
Accountants, accompanied by the Registrant's Management
Assertion, and attached as Exhibit 99 hereto.
Item 3. LEGAL PROCEEDINGS
-----------------
NONE
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
-------------------------------------------------
None
PART II
-------
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
There is no established trading market for Registrant's
securities subject to this filing.
Number of holders of record of the Certificates as of January 31,
1997: 83
Item 6. SELECTED FINANCIAL DATA
-----------------------
Omitted pursuant to the "Request for no-action letter forwarded
to the Office of Chief Counsel Division of Corporation Finance"
dated June 18, 1993 and the response of the SEC dated August 4,
1993 to the no-action request.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
Omitted pursuant to the "Request for no-action letter forwarded
to the Office of Chief Counsel Division of Corporation Finance"
dated June 18, 1993 and the response of the SEC dated August 4,
1993 to the no-action request.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Reference is made to the Annual Compliance Certificate attached
as Exhibit 20 hereto.
<PAGE>
Reference is made to the annual Independent Accountant's Report
on the Servicer's compliance with loan servicing standards as
prepared by KPMG Peat Marwick, the Servicer's and Registrant's
Independent Certified Public Accountants, accompanied by the
Registrant's Management Assertion, and attached as Exhibit 99
hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Omitted pursuant to the "Request for no-action letter forwarded
to the Office of Chief Counsel Division of Corporation Finance"
dated June 18, 1993 and the response of the SEC dated August 4,
1993 to the no-action request.
Item 11. EXECUTIVE COMPENSATION
----------------------
Omitted pursuant to the "Request for no-action letter forwarded
to the Office of Chief Counsel Division of Corporation Finance"
dated June 18, 1993 and the response of the SEC dated August 4,
1993 to the no-action request.
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following information is furnished as of January 31, 1997 as
to each Certificateholder of record of more than 5% of the
Certificates:
<TABLE>
<CAPTION>
Amount of
Notes of
Name and Address Beneficial % of
Title of Class of Beneficial Owner Owner Class
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bankers Trust 44,000,000 42
Certificates, Series 1996-A, Class A-1 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 10,000,000 10
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 15,000,000 14
Two Chase Manhattan Plaza
5th Floor
New York, NY 10081
Republic National Bank of New York 20,000,000 19
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
SSB-Custodian 9,800,000 9
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Bank of New York 2,200,000 6
Certificates, Series 1996-A, Class A-2 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 3,000,000 8
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 2,200,000 6
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank/Chemical 25,102,000 70
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount of
Notes of
Name and Address Beneficial % of
Title of Class of Beneficial Owner Owner Class
<S> <C> <C> <C>
Republic National Bank of New York 2,000,000 6
One Hanson Place, Lower Level
Brooklyn, NY 11243
TMS Home Equity Loan Asset-Backed PNC Bank, N.A. Pittsburgh
Certificates, One PNC Plaza 9th Floor
Series 1996-A, Class A-3 249 5th Avenue
Pittsburgh, PA 15222-7707 58,142,000 88
TMS Home Equity Loan Asset-Backed Northern Trust Company
Certificates, 801 S. Canal C-In
Series 1996-A, Class A-4 Chicago, IL 60607 7,000,000 9
PNC Bank, N.A. Pittsburgh
One PNC Plaza 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707 68,991,000 84
TMS Home Equity Loan Asset-Backed Bankers Trust
Certificates, c/o BT Services Tennessee Inc.
Series 1996-A, Class A-5 648 Grassmere Park Drive
Nashville, TN 37211 13,275,000 37
Boston Safe Deposit & Trust Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 9,038,000 25
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 2,750,000 8
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 6,150,000 17
TMS Home Equity Loan Asset-Backed Chase Manhattan Bank
Certificates, Two Chase Manhattan Plaza
Series 1996-A, Class A-6 5th Floor
New York, NY 10081 9,902,000 31
Coamerica Bank
411 Lafayette Capital Change-Proxy
Detroit, MI 48286 2,500,000 8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount of
Notes of
Name and Address Beneficial % of
Title of Class of Beneficial Owner Owner Class
<S> <C> <C> <C>
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 2,000,000 6
SEI Trust Company
680 East Swedesford Road
Wayne, PA 19087 10,000,000 31
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 7,500,000 24
TMS Home Equity Loan Asset-Backed Bank of New York (The)
Certificates, 925 Patterson Plank Rd.
Series 1995A, Class A-7 Secaucus, NJ 07094 16,250,000 31
Bankers Trust
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 9,000,000 17
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 3,000,000 6
Compass Bank-ALFA
701 South 32nd Street
Birmingham,, AL 35233 5,000,000 10
Prudential Securities Incorporated
111 8th Avenue, 4th Floor
New York, NY 10011 8,710,000 17
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 8,000,000 15
TMS Home Equity Loan Asset-Backed Bank of New York (The)
Certificates, 925 Patterson Plank Rd.
Series 1996-A, Class A-86 Secaucus, NJ 07094 6,100,000 15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount of
Notes of
Name and Address Beneficial % of
Title of Class of Beneficial Owner Owner Class
<S> <C> <C> <C>
Chase Manhattan Bank
Two Chase Manhattan Plaza
5th Floor
New York, NY 10081 14,437,000 34
Chase Manhattan Bank/Salomon
4 New York Plaza 21st Floor
New York, NY 10004 12,500,000 30
Fifth Third Bank (The)
Dept. 00850 - Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263 5,000,000 12
TMS Home Equity Loan Asset-Backed Bank of New York
Certificates, 925 Patterson Plank Road
Series 1996-A, Class A-9 Secausus, NJ 07094 30,000,000 24
Bankers Trust
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 27,500,000 22
Chase Manhattan Bank
Two Chase Manhattan Plaza
5th Floor
New York, NY 10081 15,000,000 12
Chase Manhattan Bank/FI-Trac
4 New York Plaza, 11th Floor
New York, NY 10015 10,000,000 8
First National Bank of Chicago
One First National Plaza
Suite 0417
Chicago, IL 60670 10,000,000 8
Republic National Bank of New York
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243 31,000,000 25
Republic National Bank of New York
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243 31,000,000 25
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount of
Notes of
Name and Address Beneficial % of
Title of Class of Beneficial Owner Owner Class
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bank of New York
Certificates, 925 Patterson Plank Road
Series 1996-A, Class A-10 Secausus, NJ 07094 3,600,000 11
Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 6,640,000 20
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576 2,500,000 8
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607 1,700,000 5
SSB-Custodian
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631 17,210,000 53
TMS Home Equity Loan Asset-Backed Chase Manhattan Bank
Certificates, Two Chase Manhattan Plaza
Series 1996-A, Class A-11 5th Floor
New York, NY 10081 18,520,000 100
TMS Home Equity Loan Asset-Backed Boston Safe Deposit & Trust Co.
Certificates, c/o Mellon Bank N.A.
Series 1996-A, Class A-12 Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259 8,980,000 100
TMS Home Equity Loan Asset-Backed Chase Manhattan Bank
Certificates, Two Chase Manhattan Plaza
Series 1996-A, Class A-13 5th Floor
New York, NY 10081 15,000,000 100
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted pursuant to the "Request for no-action letter
forwarded to the Office of Chief Counsel Division of
Corporation Finance" dated June 18, 1993 and the response of
the SEC dated August 4, 1993 to the no-action request.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
1. The consolidated financial statements of MBIA Insurance
Corporation (the surety provider for TMS Home Equity Loan
Asset Backed Certificates, Series 1996-A) and subsidiaries
contained in the annual report on form 10-k for the year ended
December 31, 1996 which has been filed with the SEC by MBIA
Inc. on March 27, 1997 is hereby incorporated herein by
reference.
2. Not Applicable
3. Exhibits
--------
13. Annual Statement
20. Annual Compliance Certificate
99. Annual Independent Accountant's Report on the Servicer's
compliance with loan servicing standards as prepared by
KPMG Peat Marwick, the Servicer's and Registrant's
Independent Certified Public Accountants, accompanied by
the Registrant's Management Assertion, and attached as
Exhibit 99 hereto.
(b)-(d) Omitted pursuant to the "Request for no-action letter
forwarded to the Office of Chief Counsel Division of
Corporation Finance" dated June 18, 1993 and the response of
the SEC dated August 4, 1993 to the no-action request.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized on the 27th day of March,
1997.
THE MONEY STORE INC., as Representative
BY: /s/ Marc Turtletaub
-------------------------------------
MARC TURTLETAUB
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BY: /s/ Morton Dear
-------------------------------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
BY: /s/ James K. Ransom
-------------------------------------
JAMES K. RANSOM
VICE PRESIDENT
(PRINCIPAL ACCOUNTING OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the 27th day of March, 1997.
BY: /s/ Alan Turtletaub
-------------------------------------
ALAN TURTLETAUB
EXECUTIVE VICE PRESIDENT
CHAIRMAN OF THE BOARD OF DIRECTORS
BY: /s/ Marc Turtletaub
-------------------------------------
MARC TURTLETAUB
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
DIRECTOR
BY: /s/ Morton Dear
-------------------------------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
DIRECTOR
BY: /s/ Harry Puglisi
-------------------------------------
HARRY PUGLISI
TREASURER
DIRECTOR
<PAGE>
Schedule A
List of Originators
1996-A
The Money Store/Minnesota Inc.
The Money Store/D.C. Inc.
The Money Store/Kentucky Inc.
The Money Store Home Equity Corp.
TMS Mortgage Inc.
<PAGE>
SERVICER'S CERTIFICATE
In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated
March 12, 1996, The Money Store, Inc. reports the following information
pertaining to the Series 1996-A, for the calendar year 1996
Per Section 6.10
(XI) Amount of Interest Received:
Pool I 34,674,554.66
Pool II 8,352,156.57
Pool III 5,575,555.99
Pool IV 1,440,015.71
Principal and Other Servicer Fees Collected
(A) Principal
POOL I 59,247,352.79
POOL II 23,265,031.12
POOL III 7,758,262.83
POOL IV 322,033.18
(B) Other Servicer Fees
POOL I 246,518.21
POOL II 121,651.95
POOL III 18,543.28
POOL IV 1,659.34
(I),(II) Class "A-1" Remittance Amount:
(A) Current Interest Requirement 3,991,245.30
(B) Principal Distribution Amount 71,327,527.23
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-1" REMITTANCE AMOUNT 75,318,772.53
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 1,900,424.26
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-2" REMITTANCE AMOUNT 1,900,424.26
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 3,544,108.83
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-3" REMITTANCE AMOUNT 3,544,108.83
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 4,448,072.76
<PAGE>
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-4" REMITTANCE AMOUNT 4,448,072.76
Class "A-5" Remittance Amount:
(A) Current Interest Requirement 2,048,606.67
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-5" REMITTANCE AMOUNT 2,048,606.67
Class "A-6" Remittance Amount:
(A) Current Interest Requirement 1,850,316.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-6" REMITTANCE AMOUNT 1,850,316.00
Class "A-7" Remittance Amount:
(A) Current Interest Requirement 3,222,453.32
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-7" REMITTANCE AMOUNT 3,222,453.32
Class "A-8" Remittance Amount:
(A) Current Interest Requirement 2,676,978.50
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance 0.00
TOTAL CLASS "A-8" REMITTANCE AMOUNT 2,676,978.50
Pool I Remittance Amount:
(A) Current Interest Requirement 23,682,205.65
(B) Principal Distribution Amount 71,327,527.23
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL I REMITTANCE AMOUNT 95,009,732.88
Class "A-9" Remittance Amount:
(A) Current Interest Requirement 5,475,855.52
(B) Principal Distribution Amount 27,834,682.92
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-9" REMITTANCE AMOUNT 33,310,538.44
Pool II Remittance Amount:
(A) Current Interest Requirement 5,475,855.52
(B) Principal Distribution Amount 27,834,682.92
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 33,310,538.44
<PAGE>
Class "A-10" Remittance Amount:
(A) Current Interest Requirement 1,487,354.02
(B) Principal Distribution Amount 11,171,100.83
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-10" REMITTANCE AMOUNT 12,658,454.85
CLASS "A-11" REMITTANCE AMOUNT:
(A) Current Interest Requirement 1,052,553.33
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-11" REMITTANCE AMOUNT 1,052,553.33
Class "A-12" Remittance Amount:
(A) Current Interest Requirement 557,508.33
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-12" REMITTANCE AMOUNT 557,508.33
Pool III Remittance Amount:
(A) Current Interest Requirement 3,097,415.68
(B) Principal Distribution Amount 11,171,100.83
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL III REMITTANCE AMOUNT 14,268,516.51
Class "A-13" Remittance Amount:
(A) Current Interest Requirement 909,459.84
(B) Principal Distribution Amount 1,141,594.96
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-13" REMITTANCE AMOUNT 2,051,054.80
Pool IV Remittance Amount:
(A) Current Interest Requirement 909,459.84
(B) Principal Distribution Amount 1,141,594.96
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL IV REMITTANCE AMOUNT 2,051,054.80
(VI) (A) Servicing Fee for the Related Due Period
POOL I 809,116.24
POOL II 217,907.69
POOL III 105,825.38
POOL IV 30,937.28
(B) Contingency Fee for the Related Due Period
POOL I 809,116.24
POOL II 217,907.69
POOL III 105,825.38
POOL IV 30,937.28
(C) Amount to be Deposited to the Expense Account - Trustee
POOL I 170,166.13
<PAGE>
POOL II 45,880.85
POOL III 22,268.36
POOL IV 6,095.14
(D) Amount to be Deposited to the Insurance Account - MBIA
POOL I 302,831.00
POOL II 97,611.00
POOL III 118,608.00
POOL IV 60,172.00
(E) FHA Premium Account 55,438.64
(XXXV) Other Information as requested
(III) Amount of Distribution Paid From the Spread Account
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
(IV) Pool Balance as of the Close of Business on 12/31/96
POOL I 389,858,762.92
POOL II 101,445,627.89
POOL III 51,625,562.78
POOL IV 14,669,023.33
(V) Certificate Balance and Certificate Factor
(A) Certificate Balance
POOL I 379,508,762.92
POOL II 98,320,627.89
POOL III 49,133,171.17
POOL IV 14,145,839.29
(B) Certificate Factor
POOL I 0.84335281
POOL II 0.78656502
POOL III 0.81888619
POOL IV 0.94305595
(VII)(A) Amount of Principal Carryover Shortfall
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
(C) Change in Principal Carryover Shortfall
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
(B) Amount of Interest Carryover Shortfall
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
(C) Change in Interest Carryover Shortfall
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
<PAGE>
(XIV) Reimbursements to the Certificate Insurer
POOL I 0.00
POOL II 0.00
POOL III 0.00
POOL IV 0.00
By: /s/ James Ransom
-------------------------------
James Ransom
Assistant Treasurer
<PAGE>
EXHIBIT 20
OFFICER'S CERTIFICATE
---------------------
Harry Puglisi, Treasurer of The Money Store Inc. (the "Servicer"), in
accordance with Section 7.04 of The Pooling and Servicing Agreement (the
"Agreement") dated as of February 29, 1996 wherein The Money Store is the
"Servicer" states the following:
(I) the Servicer has fully complied with the provisions of Articles
V and VII;
(ii) the Claims Administrator has fully complied with Section 5.15;
(iii) a review of the activities of the Servicer during 1995 and of its
performance under the Agreement has been made under my
supervision; and
(iv) to the best of my knowledge, based on my review, the Servicer has
fulfilled all its obligations under the Agreement throughout 1995
and there has been no default in the fulfillment of any such
obligation.
THE MONEY STORE INC.
by: /s/ Harry Puglisi
------------------------------
Harry Puglisi
Treasurer
<PAGE>
Exhibit 99
Page 1 of 2
KMPG Peat Marwick LLP
Independent Accountants' Report
The Board of Directors
The Money Store Inc.:
We have examined Management's Assertion about The Money Store Inc. and
subsidiaries (the Company) compliance with the minimum reviewing standards
relating to mortgage loans, Small Business Administration loans and auto loans,
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP), except for minimum servicing
standard V.4 which is inapplicable to the servicing of auto loans, as of and for
the year ended December 31, 1996 included in the accompanying Management
Assertion. Management is responsible for the Company's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
Management's Assertion about the Company's compliance based our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
legal determination o n the Company's compliance with the minimum servicing
standards.
In our opinion, Management's Assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996 is fairly stated, in all material respects.
/s/ KPMG Pete Marwick, L.L.P.
February 12, 1997
<PAGE>
Exhibit 99
Page 2 of 2
THE MONEY STORE
February 12, 1997
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1996, The Money Store Inc. and
subsidiaries (the Company) has complied in all material respects with the
minimum servicing standards relating to mortgage loans, Small Business
Administration loans and auto loans as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
-----------------------------------------------
Bankers, except for minimum servicing standard V.4, which in inapplicable for
- -------
auto loans. As of and for this same period, the Company had in effect a fidelity
bond policy, an errors and omissions policy, a mortgage impairment policy and an
excess mortgage impairment policy in the amounts of six million, five million,
one million and two million, respectively.
/s/ James K. Ransom /s/ John C. Hill
- -------------------------------- -------------------------------
James K. Ransom John C. Hill
Vice President and Senior Vice President and
Principal Accounting Officer Director - Home Equity Lending
/s/ Donald Coombe /s/ Bert Nixon
- -------------------------------- -------------------------------
Donald Coombe Bert Nixon
Vice President National Vice President Administrative
Loan Servicing - TMSIC TMS Auto Finance Inc.
3301 "C" Street, Sacramento, CA 95816 (916) 446-5000, FAX (916) 554-8938
