<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 33-98734
The Money Store Inc.(as Representative under a Pooling and Servicing
Agreement dated as of August 31, 1996 providing for the issuance of TMS
Asset Backed Certificates, Series 1996-C) and each of the Originators
listed on Schedule A attached hereto.
The Money Store Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 68-0394265
------------------------- ----------
(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 JUNE 18, 1993 AND THE RESPONSE OF THE SEC DATED AUGUST 4, 1993
TO THE NO-ACTION REQUEST.
<PAGE>
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 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 Certificates as of January 31,1997:
66 .
---
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.
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.
<PAGE>
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.
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>
<S> <C> <C> <C>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
TMS Home Equity Loan Asset-Backed Bank of New York 5,750,000 12
Certificates, Series 1996-C, Class A-11 925 Patterson Plank Road
Secaucus, NJ 07094
LBI- Lehman Government 5,180,000 11
Securities Inc.
200 Vesey Street
New York, NY 10285
Nomura International Trust 4,400,000 9
Company Incorporated
10 Exchange Place
Jersey City, NJ 07302
Northern Trust Co. - Trust 2,823,000 6
801 S. Canal C-In
Chicago, IL 60607
SSB-Custodian 7,502,000 16
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
Title of Class Name and Address of Amount of % of
Beneficial Owner Notes of Class
Beneficial
Owner
Wachovia Bank of Georgia, 2,300,000 5
N.A.
100 N. Main Street, MC37121
Winston-Salem, NC 27150
TMS Home Equity Loan Asset-Backed Bankers Trust 16,500,000 74
Certificates, Series 1995-C, Class A-12 c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB-Custodian 5,000,000 2
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bank of New York 4,000,000 19
Certificates, Series 1996-C, Class A-13 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 6,227,000 30
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & 2,200,000 11
Trust Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 1,200,000 6
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Citicorp Services, Inc. 4,000,000 19
P.O. Box 30576
Tampa, FL 33630-3576
First Bank, N.A. 3,000,000 15
c/o ICE Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
TMS Home Equity Loan Asset-Backed Bank of New York 2,800,000 11
Certificates, Series 1996-C, Class A-14 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 6,918,000 28
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Title of Class Name and Address of Amount of % of
Beneficial Owner Notes of Class
Beneficial
Owner
Citicorp Services, Inc. 10,000,000 40
P.O. Box 30576
Tampa, FL 33630-3576
SSB-Custodian 3,850,000 15
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Wells Fargo Bank, National 1,350,000 5
Association
26610 West Agoura Road
Calabasas, CA 91302
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bankers Trust 6,340,000 25
Certificates, Series 1996-C, Class A-15 c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 3,500,000 14
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
NBD Bank 6,000,000 17
611 Woodward Avenue
Detroit, MI 48226
Bankers Trust 20,000,000 14
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
NBD Bank 5,000,000 20
611 Woodward Avenue
Detroit, MI 48226
Northern Trust Co. - Trust 6,450,000 26
801 S. Canal C-In
Chicago, IL 60607
Wells Fargo Bank, National 2,000,000 8
Association
26610 West Agoura Road
Calabasas, CA 91302
</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.
PART IV
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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-C) and subsidiaries
contained in the annual report on form 10-k for the year
ended December 31, 1996 which has
<PAGE>
been filed with the SEC by MBIA Inc. on March 27th, 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 September 13, 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.
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-C
------
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>
EXHIBIT 13
SERVICER'S CERTIFICATE
In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated
as of August 31, 1996, The Money Store, Inc. reports the following information
pertaining to Series 1996-C, for the calendar year 1996
Per Section 6.10
(IX) Amount received: Interest Principal Other Servicer Fees
Pool I 15,101,239.51 23,123,943.49 224,040.59
Pool II 6,772,469.95 12,483,766.91 87,563.81
Pool III 7,539,350.48 8,755,267.08 23,737.37
Pool IV 840,887.34 707,081.05 25.00
(XIII) Class "A-1" Remittance Amount
(A) Current Interest Requirement 2,033,271.38
(B) Principal Distribution Amount 13,408,760.68
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-1" REMITTANCE AMOUNT 22,353,622.09
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 521,823.60
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-2" REMITTANCE AMOUNT 695,764.80
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 1,355,319.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-3" REMITTANCE AMOUNT 1,807,092.00
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 1,013,115.50
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-4" REMITTANCE AMOUNT 1,350,820.67
Class "A-5" Remittance Amount:
(A) Current Interest Requirement 1,663,695.10
(B) Principal Distribution Amount 6,310,005.03
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-5" REMITTANCE AMOUNT 11,471,363.37
<PAGE>
Class "A-6" Remittance Amount:
(A) Current Interest Requirement 990,491.23
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-6" REMITTANCE AMOUNT 1,320,654.97
Class "A-7" Remittance Amount:
(A) Current Interest Requirement 873,699.05
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-7" REMITTANCE AMOUNT 1,164,932.07
Pool I Remittance Amount:
(A) Current Interest Requirement 8,451,414.85
(B) Principal Distribution Amount 19,718,765.71
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL I REMITTANCE AMOUNT 40,164,249.95
Class "A-8" Remittance Amount:
(A) Current Interest Requirement 3,043,800.64
(B) Principal Distribution Amount 9,774,652.30
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-8" REMITTANCE AMOUNT 18,809,768.07
Class "A-9" Remittance Amount:
(A) Current Interest Requirement 719,383.33
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-9" REMITTANCE AMOUNT 994,383.33
Pool II Remittance Amount:
(A) Current Interest Requirement 3,763,183.97
(B) Principal Distribution Amount 9,774,652.30
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 19,804,151.40
Class "A-10" Remittance Amount:
(A) Current Interest Requirement 1,147,695.53
(B) Principal Distribution Amount 8,405,965.57
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-10" REMITTANCE AMOUNT 13,040,898.16
Class "A-11" Remittance Amount:
(A) Current Interest Requirement 838,645.20
(B) Principal Distribution Amount 0.00
<PAGE>
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-11" REMITTANCE AMOUNT 1,118,193.60
Class "A-12" Remittance Amount:
(A) Current Interest Requirement 405,782.50
(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 541,043.33
Class "A-13" Remittance Amount:
(A) Current Interest Requirement 388,818.95
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-13" REMITTANCE AMOUNT 518,425.27
Class "A-14" Remittance Amount:
(A) Current Interest Requirement 484,966.58
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-14" REMITTANCE AMOUNT 646,622.10
Pool III Remittance Amount:
(A) Current Interest Requirement 3,265,908.76
(B) Principal Distribution Amount 8,405,965.57
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL III REMITTANCE AMOUNT 15,865,182.46
Class "A-15" (POOL IV) Remittance Amount:
(A) Current Interest Requirement 468,336.82
(B) Principal Distribution Amount 856,444.61
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL IV REMITTANCE AMOUNT 1,550,178.65
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 229,084.14
POOL II 126,127.13
POOL III 116,260.31
POOL IV 13,642.07
(B) Contingency fee for the related due period
POOL I 229,084.14
POOL II 126,127.13
POOL III 116,260.31
POOL IV 13,642.07
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 61,866.05
POOL II 34,000.27
POOL III 24,671.84
<PAGE>
POOL IV 3,071.06
(D) Amount to be deposited to the insurance account - MBIA
POOL I 148,479.00
POOL II 81,601.00
POOL III 148,031.00
POOL IV 33,781.00
(E) FHA Premium Account 30,710.75
(F) Class A-9 Auction Agent Fee 40,570.83
(XXXV)Other Information
(A) Spread Account Balances
POOL I 0.00
POOL II 0.00
POOL III 54,204,234.46
POOL IV 4,517,019.54
(B) Amount to be deposited into Pool III
Spread Account due to trigger activation 0.00
(i) The amount of such distribution payable out of amounts
withdrawn from the Spread account or persuant to a claim 0.00
(ii) The Pool Balance as of the close of business on the last
preceding Monthly Period:
POOL I 469,601,686.47
POOL II 258,107,254.18
POOL III 188,946,977.57
POOL IV 24,264,275.31
(iii) The Certificate Balance and Certificate Factor after giving effect
to all payments reported under clause (xiii) above on such dated:
POOL I 471,032,052.76 Factor .94206411
POOL II 260,226,890.57 Factor .94627960
POOL III 188,466,219.63 Factor .94233110
POOL IV 24,071,570.34 Factor .96286281
(iv) The amount of the Principal Carryover Shortfall and Interest Carryover
Shortfall, as applicable, if any, on such Distribution Date and change in
the Principal Carryover Shortfall, and Interest Corryover Shortfall, as
applicable, from preceding Distribution Date: 0.00
(vi) The aggregate amount which is received by the Trust from the Servicer
POOL I 38,545,151.52
POOL II 19,807,986.83
POOL III 16,069,853.04
POOL IV 1,515,933.75
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 August 31, 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 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.
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 on 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 is 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
