<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 33-89200
THE MONEY STORE INC. (AS REPRESENTATIVE) AND TRANS-WORLD INSURANCE COMPANY
D/B/A EDUCAID (AS SELLER) UNDER A SECOND SUPPLEMENTAL SALE AND SERVICING
AGREEMENT, DATED AS OF MARCH 27, 1996 PROVIDING FOR THE ISSUANCE OF CLASSNOTES
TRUST 1995-1 (F/K/A EDUCATION ALLIANCE 1995-I), ASSET-BACKED NOTES, SERIES
1996-1
THE MONEY STORE INC. AS REPRESENTATIVE
TRANS-WORLD INSURANCE COMPANY D/B/A EDUCAID AS SELLER
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-3409179
------------------------- -------------------
(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
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 FEBRUARY 12, 1996.
<PAGE>
PART I
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Item 1. BUSINESS
--------
Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
Item 2. PROPERTIES
----------
Reference is made to the Annual Compliance Certificate attached as
Exhibit 20 hereto
Reference is made to the Annual Statement attached as Exhibit 13
hereto
Item 3. LEGAL PROCEEDINGS
-----------------
NONE
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
-------------------------------------------------
None
PART II
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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 Notes as of January 31, 1997: 15
---
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 February 12,
1996.
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 February 12,
1996.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Reference is made to the Annual Compliance Certificate attached as
Exhibit 20 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 February 12,
1996.
Item 11. EXECUTIVE COMPENSATION
----------------------
<PAGE>
Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following information is furnished as of January 31, 1997 as to
each Noteholder of record of more than 5% of the Certificates:
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
ClassNotes Trust 1995-1, Asset-Backed The Bank of New York 37,000,000 24
Notes 925 Patterson Plank Road
Series 1996-1, Class A-7 Secaucus, New Jersey 07094
Boston Safe Deposit & Trust 17,000,000 11
Co.
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 30,750,000 20
Two Chase Manhattan Plaza,
5th Fl.
New York, NY 10081
Chase Manhattan Bank/Chemical 31,250,000 21
Auto Settle Department
4 New York Plaza, 4th Fl.
New York, NY 10004
First National Bank of 10,000,000 7
Chicago
One First national Plaza,
Suite 0417
Chicago, IL 60670
Republic National Bank of 20,000,000 13
New York
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
ClassNotes Trust 1995-1, Asset-Backed Boston Safe Deposit & Trust 5,000,000 10
Notes Co. c/o Mellon Bank N.A.
Series 1996-1, Class A-8 Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 15,200,000 30
Two Chase Manhattan Plaza,
5th Fl.
New York, NY 10081
Smith Barney, Inc. 19,500,000 38
333 W. 34th Street
New York, NY 10001
SSB Custodian 2,300,000 5
Global Proxy Unit, A5NW
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
P.O. Box 1631
Boston, MA 02105-1631
SunTrust Bank 5,000,000 10
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
</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
February 12, 1996.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) 1. The consolidated financial statements of AMBAC Indemnity
Corporation (the surety provider for ClassNotes Trust 1995-1, Series 1996-1) and
subsidiaries contained in the annual report on form 10K for the period ending
December 31, 1996 which has been filed with the SEC by AMBAC on March 27th, 1997
is hereby incorporated herein by reference.
2. Not Applicable
3. Exhibits
--------
13. Annual Statement.
20. Annual Compliance Certificate
(b)-(d) Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporation Finance" dated February 12,
1996.
<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.
TRANS-WORLD INSURANCE COMPANY, as Seller
BY: /s/ Marc Turtletaub
----------------------
MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
BY: /s/ Morton Dear
----------------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
BY: /s/ James K. Ransom
---------------------
JAMES K. RANSOM
VICE PRESIDENT/Controller
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
DIRECTOR
BY: /s/ Marc Turtletaub
----------------------
MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
DIRECTOR
BY: /s/ Morton Dear
----------------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
DIRECTOR
BY: /s/ Harry Puglisi
----------------------
HARRY PUGLISI
TREASURER
DIRECTOR
<PAGE>
EXHIBIT 13
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1995 - I
CLASS A-7 Year End Statement for Series 1996-1
12/31/96
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-7 NOTES 27,650,000.00
Per $50,000 original principal amount of the Notes 9,095.394737
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-7 NOTES 5,872,650.99
Per $50,000 original principal amount of the Notes 2,361.339361
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-7 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-7 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 620,129,188.60
(v) Outstanding Principal amount after giving effect to
distributions on this Note Distribution Date:
CLASS A-7 NOTES 124,350,000.00
(vi) Applicable Interest Rate:
(a) In general:
<PAGE>
1. Auction Rate for the prior Interest Period:
CLASS A-7 NOTES
PERIOD 1 5.556720%
PERIOD 2 5.545000%
PERIOD 3 5.787190%
CURRENT RATE (Based on Auction) 5.646560%
2. NET LOAN RATE
PERIOD 1 6.637500%
PERIOD 2 6.665000%
PERIOD 3 6.544000%
(vii) (a) Service Fee for related Collection Period (Pro Rata)
416,037.50
Per $50,000 original principal amount of the Notes 136.854441
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 14,777.73
Per $50,000 original principal amount of the Notes 4.861095
2. Auction Agent Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.000000
4. Eligible Lender Trustee Fee (Pro Rata) 9,635.82
Per $50,000 original principal amount of the Notes 3.169678
5. Surety Provider Fee (Pro Rata) 32,205.32
Per $50,000 original principal amount of the Notes 10.593855
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
<PAGE>
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 2,145,545.18
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts on
deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 30,048,367.53
(xv) Aggregate amount if any paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
<PAGE>
(xviii) Parity Percentage Numerator 692,253,979.86
as of 12/31/96 Denominator 685,371,402.84 101.00%
(xix) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 254,451.25
(xx) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By:/s/ Harry Puglisi
-----------------
Harry Puglisi
Treasurer
<PAGE>
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1995 - I
CLASS A-8 Year End Statement for Series 1996-1
12/31/96
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-8 NOTES 1,928,686.83
Per $50,000 original principal amount of the Notes 1,890.869441
(iii) (A) Amount of Noteholders' Auction Rate
Interest Carryover being paid or distributed
in respect of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction
Rate Interest Carryover to be paid or distributed
in respect of the Notes
CLASS A-8 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 620,129,188.60
(v) Outstanding Principal amount after giving effect to
<PAGE>
distributions on this Note Distribution Date:
CLASS A-8 NOTES 51,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-8 NOTES
PERIOD 1 5.340000%
PERIOD 2 5.550000%
PERIOD 3 5.750000%
CURRENT RATE (Based on Auction) 5.400000%
2. NET LOAN RATE
PERIOD 1 6.637500%
PERIOD 2 6.665000%
PERIOD 3 6.544000%
(vii) (a) Service Fee for related Collection Period (Pro Rata) 146,453.03
Per $50,000 original principal amount of the Notes 143.581402
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 5,185.00
Per $50,000 original principal amount of the Notes 5.083333
2. Auction Agent Fee (Pro Rata) 94,077.30
Per $50,000 original principal amount of the Notes 92.232647
3. Indenture Trustee Fee (Pro Rata) 2,500.00
Per $50,000 original principal amount of the Notes 2.450980
4. Eligible Lender Trustee Fee (Pro Rata) 3,368.28
Per $50,000 original principal amount of the Notes 3.302235
5. Surety Provider Fee (Pro Rata) 29,863.35
Per $50,000 original principal amount of the Notes 29.277794
(ix) Amount of payments to the Surety Provider in
reimbursement of prior draws under any Note
<PAGE>
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 2,145,545.18
(xiii) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts on
deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account 30,048,367.53
(xv) Aggregate amount if any paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
<PAGE>
(xviii) Parity Percentage Numerator 692,253,979.86
as of 12/31/96 Denominator 685,371,402.84 101.00%
(xix) Excess of amounts deposited into the Collection
Account with respect to the sale by the Trust of
Serial Loans over the aggregate Purchase amount
of such loans (such excess to be distributed to
Student Holdings) 254,451.25
(xx) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /s/ Harry Puglisi
-----------------
Harry Puglisi
Treasurer
<PAGE>
Exhibit 20
OFFICER'S CERTIFICATE
Harry Puglisi, Treasurer of Trans-World Insurance Company d/b/a Educaid (the
"Servicer"), in accordance with Section 4.8 of The Sale and Servicing Agreement
(the "Agreement") dated as of March 27, 1996 wherein Trans-World Insurance
Company d/b/a Educaid is the "Servicer" states the following:
(i) the Servicer has fully complied with the provisions of Articles IV
and VII;
(ii) the Claims Administrator has fully complied with Section 7.1;
(iii) a review of the activities of the Servicer during 1996 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 1996 and there has
been no default in the fulfillment of any such obligation.
TRANS-WORLD INSURANCE COMPANY
d/b/a EDUCAID
by: /s/ Harry Puglisi
------------------
Harry Puglisi
Treasurer
